Confidential Draft Embassy Row March 17, 2008 – Status Update

1 $25.0MM up-front payment Up to $50.0 MM of potential earn-outs tied to exceeding EBITDA thresholds and generating recurring profits –Tier 1 (First $15.0MM) – Once ER hits threshold EBITDA Davies receives 50% of incremental EBITDA up to a cap –Tier 2 (Next $35MM) – Once Tier 1 earn-outs are achieved, if ER has generated a minimum amount of format profits in each year, Davies receives 40% of incremental EBITDA up to a cap. If minimum format profits are not achieved, Davies earns 15% of incremental EBITDA up to a cap Last Sony Proposal Max Total Consideration: $75.0 MM PV (1) of Max Total Consideration: $53.8MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate (2) Syndication Profits + International Format Fees

2 Key Assumptions – Revised Model Assumptions Low CaseBase CaseHigh Case Model Adjustments Slate: Slate remains unchanged Power of 10: Excludes profits from Power of 10 (format/syndication) Format Profits: Format profits are at slightly below the industry average ($3.0M) Local Production: No local production Interactive Profit Growth Rate: Unchanged at 0% Factual Profits from ER: Does not include the profits from the Factual portion of Embassy Row’s business Slate: Slate remains unchanged Power of 10: Includes profits from Power of 10 (format/syndication) Format Profits: Format profits are at slightly below the industry average ($3.0M) Local Production: Local production in the UK +$3M (for Power of 10) Interactive Profit Growth Rate: Increased to 5% Factual Profits from ER: Includes the profits from the Factual portion of Embassy Row’s business –Factual Profit Growth Rate at 5% for 2011/2012 –Add +2 HC to manage production Slate: Slate includes a home run network show that starts it run in FY09 Power of 10: Includes profits from Power of 10 (format/syndication) Format Profits: Above industry average ($6.5M) for home run show, but remains at $3.0M for others Local Production: Local production in the UK +$3M for Pof10; UK + 3 additional territories at +$1M per for “Home Run” Interactive Profit Growth Rate: Increased to 10% Factual Profits from ER: Includes the profits from the Factual portion of Embassy Row’s business –Factual Profit Growth Rate at 5% for 2011/2012 –Add +2 HC to manage production Model Adjustments

3 Economic Impact of Last Sony Proposal Low CaseBase CaseHigh Case Acquired EBITDA (1) : $0.8 Value of Exit (2) : $7.3 Total Consideration: ($25.0) Net Present Value: ($16.9) Consideration / 2007 EBITDA (3) : 7.1x Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Acquired EBITDA (1) : $10.9 Value of Exit (2) : $31.4 Total Consideration: ($29.5) Net Present Value: $12.8 Consideration / 2007 EBITDA (3) : 8.4x Acquired EBITDA (1) : $44.6 Value of Exit (2) : $114.2 Total Consideration: ($41.2) Net Present Value: $117.5 Consideration / 2007 EBITDA (3) : 11.8x Net Present Value EBIT Recurring Profits

4 Michael Davies Counter Proposal $25.0MM initial consideration Earn-Out based on a multiple of “Profits”* as defined below, for applicable FY (4/1 – 3/31): For modeling purposes, we’ve adjusted their Fiscal Year definiton to be in-line with Sony’s FY% of Profits*Multiple Payment Date (a)FY09 (b)FY10100% of average of 2008 & 20097April 2010 (c)FY1125%7April 2011 (d)FY1250%7April 2012 (e)FY13100% of average profits for , less Advance and amounts already paid under (b) – (d), with a floor payment of an additional $15 million (on top of Advance) and a cap of $75 million (inclusive of Advance). 7April 2013 *“Profits” defined under GAAP, prepared consistently with ER business plan of [date], and declared in audited and certified statement. "EBITDA" means, for any period, net income (or net losses) of ER determined exclusive of any extraordinary fees and expenses, plus (i) all interest expense in respect of ER's debt, (ii) the total expense of ER for depreciation and amortization, and (iii) provisions for all taxes of ER for such period, in each case calculated in accordance with GAAP.

5 Economic Impact of Michael Davies Counter Proposal Low CaseBase CaseHigh Case Net Present Value EBIT Recurring Profits Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 10x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Acquired EBITDA (1) : $0.8 Value of Exit (2) : $7.3 Total Consideration: ($33.5) Net Present Value: ($25.4) Consideration / 2007 EBITDA (3) : 9.6x Acquired EBITDA (1) : $10.9 Value of Exit (2) : $31.4 Total Consideration: ($57.5) Net Present Value: ($15.2) Consideration / 2007 EBITDA (3) : 16.4x Acquired EBITDA (1) : $44.6 Value of Exit (2) : $114.2 Total Consideration: ($61.8) Net Present Value: $96.9 Consideration / 2007 EBITDA (3) : 17.7x

6 Appendix (Detail for Revised Model as of 3/17/08)

7 Summary Slate: Base Case (Calendar Year Basis)

8 Summary Slate: High Case (Calendar Year Basis)

9 Detailed P&L: Low-Case

10 Detailed P&L: Mid-Case

11 Detailed P&L: High-Case

12 Model Assumptions

13 Format Assumptions

14 Summary Format Benchmarks (1) Includes 2004 and 2005 figures to substitute for 2007 & 2008 figures. (2) Based on ultimates provided by King World.

15 Headcount Assumptions

16 2waytraffic’s Previous Offer for ER 7x multiple on 2007 Net Profit, plus 7x multiple on difference between average of 2009 – 2011 Net Profit and 2007 Net Profit Approximate value = $54.0M