24/7 Real Media Delivers Strong First Quarter 2006 Results; Company's Results Exceed Guidance; Raises Guidance for Full Year 20

24/7 Real Media, Inc. (Nasdaq: TFSM):

   First Quarter Highlights:

   --  Revenue of $42.9 million, an increase of 48% over the
        comparable period in 2005.

   --  Pro forma operating income of $0.07 per share compared with
        $0.03 per share in Q1 of 2005; GAAP net loss of $0.16 per
        share versus a GAAP net loss of $0.01 per share in Q1 of 2005,
        primarily due to stock based compensation expenses.

   24/7 Real Media, Inc. (Nasdaq: TFSM), a leading global digital
marketing company, today announced financial results for the first
quarter ended March 31, 2006. Revenue for the first quarter of 2006
was $42.9 million, an increase of 48% from the $29.1 million reported
for the first quarter of 2005, and a sequential increase of 3% from
the $41.7 million reported during the fourth quarter of 2005.
   24/7 Real Media's results for the first quarter of 2006 reflect
its expansive global reach in the digital marketing sector, with
non-U.S. operations contributing 58% of the Company's revenue in the
first quarter. Operating strength in each of its geographic regions
and business segments contributed to the robust year-over-year growth
for the Company.
   Pro forma operating income(1) for the first quarter of 2006 was
$3.6 million, or $0.07 per share. This compares with pro forma
operating income of $1.3 million, or $0.03 per share, for the first
quarter of 2005.
   Under generally accepted accounting principles (GAAP), net loss
for the first quarter of 2006 was $7.5 million, or $0.16 per share.
Due to the adoption of Statement of Financial Accounting Standards No.
123(R), Stock Based Compensation, the results for the first quarter of
2006 include stock based compensation expenses totaling $9.0 million,
or approximately $0.19 per share, a significant portion of which was
related to the vesting of restricted stock with a market contingency.
This compared with a net loss of $0.4 million, or $0.01 per share, for
the first quarter of 2005, which was positively impacted by a recovery
of an investment.
   "The Company enjoyed an outstanding first quarter, substantially
growing revenues and improving operating performance during what is
traditionally a seasonally weak period," stated David J. Moore,
chairman and chief executive officer of 24/7 Real Media.
   "We continue to provide marketers with the ability to approach
digital advertising as a precisely measurable science. Our recently
announced release of Open AdStream(R) 6 exemplifies the innovation
powering our leading solutions for publishers and advertisers. We will
continue to leverage our expertise in technology and results-oriented
services to drive significant growth in revenue and profitability
through 2006 and beyond."
   (1)Pro forma operating income is a non-GAAP financial measure.
24/7 Real Media believes pro forma reporting provides meaningful
insight into the Company's ongoing economic performance and therefore
uses pro forma reporting internally to assist in evaluating and
managing the Company's operations. A full reconciliation of GAAP net
income to pro forma operating income for the three months ended March
31, 2006 and 2005 appears in the financial statement portion of this
release.

   Segment Overview

   Revenue in the Media Solutions segment climbed 28% to $18.2
million in the first quarter of 2006 from $14.2 million in the first
quarter of 2005. Segment gross margins for the quarter were 31.0%.
   Search Solutions revenue advanced 85% to $17.8 million from $9.6
million in the first quarter of 2005. Gross margins for the segment
were 26.6% in the first quarter of 2006.
   Technology Solutions revenue climbed 32% to $6.9 million in the
first quarter of 2005 from $5.2 million in the first quarter of 2005.
Technology gross margins, excluding stock based compensation expenses,
were 79.4% in the first quarter of 2006.

   Financial Guidance and Business Outlook

   The Company expects second quarter revenue for 2006 to range
between $46 million and $47 million, the mid-point of which represents
an increase of 37% from second quarter 2005 revenue of $33.9 million.
The Company expects diluted pro forma operating income per share in
the second quarter of 2006 to be approximately $0.08 per share.
   The Company is raising guidance for full year 2006 revenue to a
range of $190 million to $200 million and anticipates pro forma
operating income per share for the full year in the range of $0.35 to
$0.36.
   The Company is not providing GAAP net income per share guidance
for the second quarter of 2006 or the full year 2006 at this time, as
certain items that would be included in those figures are dependent on
future events and accounting determinations.(2)
   Revenue guidance includes the projected financial performance of
K.K. 24-7 Search, the partnership with Dentsu in which 24/7 Real Media
holds a majority interest and reports on a consolidated basis. Pro
forma operating income guidance is provided net of Dentsu's 49%
minority interest in the projected pro forma operating income or loss
generated by K.K. 24-7 Search. For full year 2006 the Company expects
revenue related to K.K. 24-7 Search to be in the range of $5 million
to $10 million. The Company's pro forma operating income guidance for
full year 2006 includes $0.01 per share contributed by the
partnership.
   In conjunction with this release, a conference call will be held
at 8:30 a.m. EDT on Thursday, May 4 to discuss these results. The call
will be broadcast live over the Internet and can be accessed at
www.247realmedia.com/about/investor. Please allow extra time to visit
our Web site prior to the call and download the streaming media
software required to listen to the Internet broadcast. The online
replay of the broadcast should be available within two hours following
the live call and will be available for three weeks.
   (2)Our diluted pro forma operating income per share guidance for
the second quarter of 2006 and full year 2006 excludes depreciation
expense of $0.9 million and $4.0 million, respectively; amortization
expense of $0.9 million and $3.4 million, respectively; and stock
based compensation expense related to equity instruments already
granted of $3.0 million and $18.0 million, respectively. Also excluded
are interest income/expense, which we do not expect to be material;
income taxes, as we are still determining the amount of our net
operating loss carry forwards and our overall effective tax rate;
warrant liabilities contingent on the price of our common stock; and
amounts related to stock-based compensation that will be granted in
future periods and are as yet undetermined.

   About 24/7 Real Media, Inc.

   24/7 Real Media, Inc. is a leading global digital marketing
company, empowering advertisers and publishers to engage their target
audiences with greater precision, transparency and ROI. Using its
award winning ad serving, targeting, tracking and analytics platform,
powerful search marketing capabilities and global network of
specialized Web sites, the company has turned the art of reaching
audiences across virtually any digital medium into a measurable
science. The company is headquartered in New York, with 20 offices in
12 countries throughout North America, Europe and Asia. For more
information, please visit www.247realmedia.com. 24/7 Real Media: The
Science of Digital Marketing.
   24/7 Real Media is a member of the NAI and adheres to the NAI
privacy principles that have been applauded by the FTC. These
principles are designed to help ensure Internet user privacy. For more
information about online data collection associated with ad serving,
including online preference marketing and an opportunity to opt-out of
24/7 Real Media cookies, go to: www.networkadvertising.org.

   Caution concerning forward-looking statements:

   Certain statements in this news release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. For instance, words such as "expects,"
"anticipates," "predicts," "guidance" and similar expressions identify
forward-looking statements. Forward-looking statements also include
any other passages that relate to expected future events or trends
that can only be evaluated by events or trends that will occur in the
future. Some of the forward-looking statements in this news release
include, without limitation, statements regarding the expected
financial performance for the second quarter of 2006 and for the full
year 2006. Investors are cautioned not to place undue reliance upon
these forward-looking statements, which speak only as of the date of
this release. Except as required by law, 24/7 Real Media undertakes no
obligation to update any forward-looking or other statements in this
news release, whether as a result of new information, future events or
otherwise. Management may reiterate these forward looking statements
subsequent to the date hereof, but such reiterations should not be
considered an update or reaffirmation of these statements unless
expressly so stated. The forward-looking statements are based on the
subjective opinions and estimates of management at the time the
statements were made and are subject to substantial risks and
uncertainties that could cause actual results to differ materially
from those anticipated in the forward-looking statements. These
substantial risks and uncertainties include, among others,
geopolitical, tax, exchange rate and other risks associated with
international operations, which currently comprise a significant
portion of the Company's revenue; the potential for enhanced
competition, including with competitors that have substantially
greater resources than those of the Company; potential issues that may
arise in the Company's Search segment, which is a less seasoned
business than the Company's other segments and which is in an ultra
competitive and rapidly evolving industry, in which the Company's
business is somewhat dependent on its ability to maintain good
relations with a few search engines; due to these factors, the
Company's Search business may not be able to expand as rapidly as
projected, nor maintain its existing customer base or profitability
structure; the potential loss of key employees and inability to
attract qualified new employees, especially in our Search business,
due to a very competitive and tightening job market; risks that the
Company's technology will be insufficient to meet increased business
levels; risk that the Company's technology services will be disrupted
by terrorist attack, disasters or malicious intrusion, and that the
Company's back-up facilities and disaster recovery plans will not be
adequate; customer concentration or customer loss risks; potential
deterioration or slower-than-expected growth in the Internet
advertising market; the uncertainties, costs and business impacts of
potential new legislation; accounting risks and the risk of litigation
or regulatory investigation involving the Company. More information
about factors that could cause actual results to differ materially
from those predicted in the Company's forward-looking statements, as
well as additional information regarding the Company's business and
financial results and condition, is set out in its annual report on
Form 10-K for the year ended December 31, 2005, and will be set out in
its Quarterly Report on Form 10-Q for the three months ended March 31,
2006, which the Company expects to file with the Securities and
Exchange Commission on or before May 10, 2006. Investors are strongly
encouraged to read the Company's Form 10-K, Forms 10-Q and other
filings with the Securities and Exchange Commission in their entirety.
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                         24/7 REAL MEDIA, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
            (in thousands, except share and per share data)

                                                Three months ended
                                             -------------------------
                                                    March 31,
                                                  2006     2005
                                             ----------- -----------
                                                   (unaudited)
Revenues:
  Media                                         $18,230     $14,229
  Search                                         17,833       9,622
  Technology                                      6,878       5,219
                                             ----------- -----------
        Total revenues                           42,941      29,070
                                             ----------- -----------

Cost of revenues:
  Media                                          12,576       9,627
  Search                                         13,092       6,632
  Technology (inclusive of $179 and $8
   in stock-based compensation,
   respectively)                                  1,599       1,000
                                             ----------- -----------
        Total cost of revenues                   27,267      17,259
                                             ----------- -----------

        Gross profit                             15,674      11,811
                                             ----------- -----------

Operating expenses:
  Sales and marketing (inclusive of $1,545
   and $120 of stock-based
   compensation, respectively)                    7,985       5,410
  General and administrative (inclusive
   of $6,338 and $335 of stock-based
   compensation, respectively)                   11,298       4,919
  Product development (inclusive of $977
   and $50 of stock-based compensation,
   respectively)                                  2,758       1,292
  Other expenses:
     Amortization of intangible assets and
      deferred financing costs                      890       1,140
     Restructuring costs                              -         973
                                             ----------- -----------
        Total operating expenses                 22,931      13,734
                                             ----------- -----------
        Operating loss                           (7,257)     (1,923)

Interest income (expense), net                       65         (88)
Change in fair value of warrant liability          (252)        150
Recovery of investment                                -       2,100
Impairment of marketable securities                   -        (588)
Other income (expense), net                         110         (46)
                                             ----------- -----------

Loss before income taxes and
 minority interest in operations
 of consolidated subsidiaries                    (7,334)       (395)

Provision for income taxes                         (230)        (11)
Minority interest in operations of
 consolidated subsidiary                             48           -
                                             ----------- -----------

Net loss                                         (7,516)       (406)

Dividends on preferred stock                          -         (12)
                                             ----------- -----------
Net loss attributable to common
 stockholders                                   $(7,516)      $(418)
                                             =========== ===========

Basic net loss attributable to
 common stockholders per share                   $(0.16)     $(0.01)
                                             =========== ===========

Weighted average shares used in basic
 calculation                                 46,848,231  44,831,154
                                             =========== ===========

Pro forma:

Operating income (a)                              3,552       1,301

Diluted operating income per share                $0.07       $0.03
                                             =========== ===========

Weighted average shares used in pro forma
 calculation                                 53,505,930  49,960,553
                                             =========== ===========


(a) Pro forma operating income excludes certain other expenses
    computed as follows:

  Operating loss                                $(7,257)    $(1,923)
  Excluding:
     Amortization of intangible assets and
      deferred financing costs                      890       1,140
     Stock-based compensation                     9,039         513
     Restructuring costs                              -         973
     Minority interest in pro forma operating
      loss of consolidated subsidiary                48           -
     Depreciation                                   832         598
                                             ----------- -----------
  Pro forma operating income                     $3,552      $1,301
                                             =========== ===========



                         24/7 REAL MEDIA, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEET
                            (in thousands)

                                           March 31,     December 31,
                                             2006           2005
                                        --------------- --------------
                                          (unaudited)

Cash                                           $41,562        $40,009
Accounts receivable                             41,549         38,316
Total current assets                            86,246         80,694
Total assets                                   147,173        142,804
Accounts payable and accrued liabilities        39,158         43,383
Deferred revenue                                 3,495          3,218
Short-term debt                                 14,694         14,542
Total current liabilities                       57,347         61,143
Total liabilities                               58,590         62,529
Minority interests                               1,514          1,556
Total stockholders' equity                      87,069         78,719
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