USA3000 Airlines and �Tween Waters Inn resort of Captiva Island, Florida, today announced an exciting, four-month promotion entitled �Two Tickets to Paradise� in which entrants have a chance to win 2 USA3000 round-trip airfares, plus 4 days and 3 nights of luxurious, beachfront island accommodations and amenities. The estimated retail value of �Two Tickets to Paradise� is $3,500.

The campaign is designed to increase excitement of and destination travel to the Southwest Florida area in general via USA3000 Airlines, with specific promotional attention to �Tween Waters Inn and Captiva Island. The promotion encourages U.S. residents 18 years of age or older to enter usa3000.com/paradise. The promotion will officially launch August 1, 2006 and continue through November 30, 2006. One winner will be randomly drawn from all entries on December 4, 2006.

The winning entry of �Two Tickets to Paradise� will receive 2 USA3000 Airlines round-trip airfares from any service city to Southwest Florida, plus �Tween Waters Inn�s �Lucky Lindy Seaplane Adventure� package that includes 4 days and 3 nights lodging for two in a luxurious, historic seaside cottage (based on availability); one hour seaplane flight over Sanibel, Captiva and upper islands; $150 chef�s welcome dinner at the landmark Old Captiva House restaurant at �Tween Waters Inn; spa massage for two; two rounds golf at Sanibel�s Beachview Golf Club; welcome basket; sunset or beach picnic basket; sunset cruise and more. Travel must occur between January 2, 2007 and February 15, 2007. No purchase is necessary to enter or win.

The campaign promotion will include television (on every USA3000 flight), USA3000 in-flight magazine, USA3000 web, USA3000 e-marketing, national public relations, �Tween Waters Inn in-house television, �Tween Waters Inn web and �Tween Waters Inn e-marketing. NOISE Branding Communications, a multi-media agency specializing in travel and lodging marketing and branding, assisted creation of the promotion and will be responsible for all promotional efforts.

�We see this as a great win-win for the legendary �Tween Waters Inn, and a great airline, USA3000,� explains Jeff Shuff, General Manager of �Tween Waters Inn. �This unique promotion offers both strategic partners many significant, positive marketing opportunities. It also puts a great deal of marketing attention on Southwest Florida tourism, particularly during a leisure travel period � August through November � that can always use more promotional effort.�

According to Trevor Sadler, Director of Sales and Marketing for USA3000, the promotion �underscores our focus to provide air travelers the industry�s leading value and value-added opportunities. Our significant growth is a direct result of our ability to meet traveler needs with extremely competitive fares, outstanding satisfaction and excellent service to many of our nation�s most popular destinations � such as Southwest Florida.�

Websites are: � USA3000 Airlines: www.usa3000.com � �Tween Waters Inn: www.tween-waters.com

For additional information regarding the promotion, contact John Sprecher, Chairman of NOISE Branding Communications, at 239.395.9555 or johns@make-noise.com.

Note: Advertising samples (television, print and web) and interviews available on request.

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Media Contact: John Sprecher johns@make-noise.com 23903959555