CONFIDENTIAL Grouper Acquisition Opportunity Financial Overview August 2006

CONFIDENTIAL page 2 Overview of Financial Model Revenues exclusively based on advertising –In-stream video ads –Banner ads / ad-words –Sponsored search Assumes growth in unique user based and conservative CPMs COGS consist of streaming and web site bandwidth Additional operating expenses primarily relate to three categories, each growing with the business over time –Personnel –Infrastructure –Marketing Revenues Costs Adjustments to Management Model Investment and Return Grouper management provided an initial financial model SPE base case adjusted the model –Maintain management projections for unique user base through FY2008 –Decrease CPMs over time –Increased total expenses by 5-10% of revenue Investment includes total consideration of $65MM –$52.5MM at closing –$12.5MM contingent on performance Discounted pre-tax cash flow analysis performed with a discount rate of 16.5% (in-line with SPE’s normal rate); terminal EBIT multiple of 8.0x

CONFIDENTIAL page 3 SPE Base Case Projections (1)EBIT reflects operating profit less estimated amortization of technology/software assets totaling $20MM over 7 years. Initial estimate requires third party review for final figures. Assumes transaction close at 9/30/2006. (2)4 year discounted pre-tax cash flow analysis ( ) performed with a discount rate of 16.5% (in-line with SPE’s normal rate); terminal EBIT multiple of 8.0x. (3)Total consideration includes $52.5m at closing; $12.5m contingent on performance and paid over the course of 2007 through (4)Deepwater mark represents cumulative cash position.

CONFIDENTIAL page 4 Grouper Growth Trajectory Sale of Studio Content Harvest High Quality User Content Promotion of Studio Content Advertising Revenue Grow User Base and Ad Inventory Increase Inventory Drive Grouper Revenue Decrease SPE Marketing Expense, Increase SPE Sales SPE Revenue at Higher Margins SPE Acquires Content at Lower Cost Excluded from Financial Model (Potential Upside) Included in Financial Model

CONFIDENTIAL Revenue Analysis page 5

CONFIDENTIAL page 6 Revenue Type Revenue Drivers In-Stream Base of Users Drivers of Inventory% SoldRevenue (in $mm) Unique users for Grouper.com + Embedded unique user Total unique users Banner and Ad-words Sponsored Search Streams per unique X Total uniques = Total streams Page views per unique X Total uniques = Page views % of page views searching X Page views = Searches % of inventory sold (1)(2) X Total Streams = Streaming ads sold Ads sold per page (2) view X Page views = Ads sold % of inventory sold (2) X Searches = Ads sold CPM X Ads sold = Revenue CPM X Ads sold = Revenue CPM X Ads sold = Revenue (1)% of inventory sold for in-stream ads assumes pre-roll ads are placed with only 1/4 to 1/3 of videos. (2)% of inventory sold assumed to be highest in United States initially, Rest of World increases over time.

CONFIDENTIAL page 7 Revenue Assumptions * Represents gross In-Stream CPM, including revenue share to partners. SPE Projected Base Case

CONFIDENTIAL page 8 Market Support for Grouper Revenue Model Grouper will derive advertising revenue through three distinct business models –In-stream video ads –Banners and ad-words on the Grouper.com website –Sponsored searches Recent deals validate the overall potential for advertising associated with both user generate video and social networking sites –Google / MySpace / Newscorp – Google will pay Fox Interactive Media $900M to provide search and advertising for Fox Interactive sites –Google / MTV – Google agrees to distribute video clips from MTV Networks over the AdSense network Market has demonstrated willingness to pay premium CPMs for streaming video ads –Sony experience, independent analysts and industry experts have validated current online video CPMs to be approximately $20 to $30 (1) –In-line with traditional TV CPMs and positioned to benefit from growth of online advertising spend –Grouper model assumes CPMs to be from $12.50 to $16.30 (1)Josh Bernoff, Forrester Research; Allie Savarino, SVP World of Worldwide Marketing, Unicast; Jeff Lanctot, VP of Media Buying, Avenue A Razorfish.

CONFIDENTIAL COGS Analysis page 9

CONFIDENTIAL page 10 COGS Drivers and Assumptions Cost Assumptions Cost Drivers Streaming and bandwidth costs based on 95th percentile pricing with current vendor (GNI) –Bandwidth cost of $50 per meg per month does not assume packaged pricing (negotiated volume discounts) –Does not assume bandwidth price to decrease over time, although this will likely be the case –Does not include reduced bandwidth costs associated with the use of P2P file sharing In addition to streaming and bandwidth costs, COGS include a 7% sales commission

CONFIDENTIAL Operating Expense Analysis page 11

CONFIDENTIAL page 12 Operating Costs Drivers and Assumptions Operating expense in the SPE base case included adjustments to the Grouper management case –SPE projected payroll costs reflect increase of 25% to management projections to account for higher salaries and benefits –Marketing costs are adjusted to reflect the greater of 10% of calendar revenue or $5M –Initial infrastructure spend increased an additional $1M in first calendar year and $2M each subsequent calendar year –“Other” cost contingency was added at 2.5% of revenue SPE Projected Base Case

CONFIDENTIAL 2006 Monthly Actuals through June page 13

CONFIDENTIAL page 14 Grouper Actual Monthly Performance Year-to-Date (1) (1) May to June unique user decrease due to change in Yahoo! search engine algorithm.

CONFIDENTIAL The Grouper Balance Sheet as of 8/17/06 is being provided in a separate PDF file Note: Although the balance sheet title states “August 31, 2006” the balance sheet is actually as of August 17, The acquisition closed August 21, Balance Sheet page 15