"A shortfall in sponsorship revenue and insufficient revenue from other core

areas of the business proved to be the hurdles which the WUSA could not

overcome in time for planning the 2004 season," said John Hendricks,

Chairman of the WUSA Board of Governors. "At this time, let me thank the

great WUSA sponsors led by charter sponsors Hyundai and Johnson & Johnson who did step forward to enthusiastically support our league since

inception."

WUSA President and CEO Lynn Morgan commented, "It's been very gratifying to watch this league elevate women's sports to a whole new level of awareness and respect. I would personally like to thank the WUSA league and team employees, the passionate WUSA fans, our investors, and the wonderful athletes who compete in this league for their commitment to soccer and women's athletics."

The WUSA's owners have invested more than $100 million to date to fund the league. The decision by the WUSA Board of Governors to suspend operations was made after reviewing revenue commitments for 2004. Of the WUSA's potential revenue sources, the breadth of corporate sponsorship has been the greatest disappointment, reaching less than half of the levels anticipated in the league's original business plan.

WUSA's current cash reserves in combination with receivables and planned

investment financing are not sufficient to continue operations. The WUSA

Board met and acted today in order to protect funding for the league's

shutdown obligations including severance arrangements. The Board was also anxious to avoid the potential disruption caused by continued uncertainty during upcoming World Cup play. The Board was unanimous in the belief that, given the financial realities facing the league, it was in everyone's best interest to make an immediate decision and announcement.

The league was formed as a unique partnership between the owners and

the players, with founding players taking an active role in league

management and also an equity stake. Julie Foudy, captain of the San Diego

Spirit and U.S. World Cup team and a member of the WUSA Board of Governors, commented, "We appreciate the wonderful commitment that the WUSA owners have made to the players. The impact of the WUSA on women's sports and millions of fans has been extraordinary."

"The Women's World Cup will provide a platform to generate additional

interest in women's soccer that could be the catalyst to more sponsor

support to revive the WUSA," Foudy continued. "The positive impact our

sport has had on youth players, both boys and girls, and their perception of

women and athletics, has been inspiring to experience first hand. It is

empowering for kids to have role models like the players of the WUSA."

"The players remain hopeful that more sponsors will recognize the value of

associating their brands and products with the wholesomeness of the WUSA,"

Washington Freedom forward and U.S. World Cup team member Mia Hamm said. "Major sponsors committed to bringing back world-class women's soccer could enable a successor league to launch in 2005 or perhaps even earlier."

Featuring the best women's soccer players in the world, WUSA athletes

include 56 WUSA players who will compete in the 2003 FIFA Women's World Cup in the United States that kicks off September 20. The eight WUSA teams are the Atlanta Beat, Boston Breakers, Carolina Courage, New York Power, Philadelphia Charge, San Diego Spirit, San Jose CyberRays and the Washington Freedom.

What follows are excerps from a teleconference conducted by USA Founder John Hendricks on Monday, Sept 15.

John Hendricks' Opening Comments:

"We had a group of investors, who working with the Founding Players, were able to put together an initial business plan that called for $40 million in funding. We were able to do that in the year 2000 with the first season launch in 2001. We shortly learned that the expense of operating an

independent league was pretty formidable, especially in bridging a huge funding gap we had in the annual operating costs. We identified some 18 months ago that even after cutting on the expense side, pretty extensively, that there was still a remaining $20 million that was not covered by revenue.

We looked at the ways you could possibly bridge $20 million in a annual deficit, but mathematically you simply can't get there ticket sales in any reasonable timeframe. And you can't get there by merchandise sales either. The missing ingredient we had was corporate sponsorship. Quite

aggressively we went out some 18 months ago and began to offer charter sponsors what we thought was a very compelling package. A package where they would invest $2.5 million each per year, gain category exclusivity and even equity potential as well. We were confident over time that we would attract that kind of sponsorship. So the league investors committed another $60 million to fund the league until the time corporate sponsorship could bridge that gap. We had thought that we would be quite close to that this year. We thought that of the eight corporate sponsors needed, we

might get four in December of 2002 and another four by this time. We currently have two sponsors at that level, Hyundai and Johnson & Johnson, and we are very grateful for them. But, quite frankly,we can't make it without the other charter sponsors."

"And for that reason we were faced with this awful dilemma in that we don't have enough cash on hand combined with the available financing plan that we developed plus sponsorship receivable to cover keeping the doors open. The Board of Governors felt, in an unanimous vote, that we should suspend operations at this point."

Hendricks on the expectation of the Women's World Cup helping to minimize losses:

"We didn't see any immediate impact that could bridge the funding problem. We tried as a last resort to look around the country to see if there were any markets or alliances that we could make. Whether for the whole league or for several markets where we could piggy-back on the infrastructure of other sports teams or other people that had assets in a market place that could

attach the $20-million-shortfall from an expense side of the equation. That was just too challenging. There were very few opportunities where we could tackle this on the expense side."

Hendricks on the effects of this decision on the support of professional soccer in the United States:

"This is an education process. I think we have learned a lot as investors and the players have as well. There is an importance in taking steps to sponsor leagues like this one. In the early days, not all of the value elements are in place that you would find if you made a similar sized sponsorship

with the NFL, for example. That means in certain companies, certain CEOs have to step up to the plate. When their marketing department furnishes them with all of the data, they have to say, 'Yeah, I want to be involved. Maybe it doesn't justify all right now. But, we know this is a franchise that we want to be associated with. And let's support it in the early years.' Quite frankly, we just didn't have that support. "

Hendricks the chance of the WUSA reemerging in 2005:

"There is a glimmer of hope that during the next few months that the phones will ring. There might

be a communications company, a sports appeal company, a beverage company who might respond. And they might say, 'keep this alive. Is there any way to resurrect it?' The Board, today, indicated that should the market conditions change, we would revisit the situation."

Hendricks on the timing of the announcement with the Women's World Cup on the horizon: "This financial situation has been developing, it's just a critical level now. While we want to support all of the players in the league who are playing in the World Cup, the league has many other players

and employees who are not participating in the World Cup. If we definitively knew now that we did not have the funds to keep going, we need to make that announcement now so that those employees could immediately be notified and could start looking for other means of employment.

We regret the timing of this, but we felt like we had to act today and not let this get any closer toward the World Cup. It is a sad day for all of us, who have labored toward this."

Hendricks on the survival of an independent women's league in the United States:

"An independent women's professional league can survive if it has adequate start-up financing, which this league did. And if fans turn out at the level in which they did, which was encouraging. But, there has to be this critical sponsorship support. It's feasible to have an independent women's

professional league. But, without sponsorship support, I think the sport can only survive with an existing team or organization."

Hendricks on working with other leagues to try and make the WUSA successful: "We've kept the lines of communication open with everybody in the sports world. We've talked with

NFL owners, with MLS, etc. And everyone who looks at our situation at the moment and sees this stunning gap (financially). And it's just not very encouraging given the current state of sponsorship support. Even in combination, there would need to be some level of corporate support."

Hendricks on TV rating contributing to the difficulties in finding sponsors:

"With eight teams, it's a little challenging to get a national footprint. We were pleased in the Washington area that Comcast did, regionally with the Washington Freedom. We were pleased with the addition of ESPN2 for three games this year. But again I don't think that it would have made a

difference if we would have had more exposure. I think that if we had exposure on television with commercials that were fun and engaging that informed the fan-base and got them acquainted with all of the players that possibly could have made a difference."