CONFIDENTIAL Grouper Revenue Analysis August 16, 2006

CONFIDENTIAL Revenue Highlights page 2

page 3 Revenue Type Grouper 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.

page 4 Grouper Revenue Assumptions * Represents gross In-Stream CPM, including revenue share to partners. SPE Projected Base Case

CONFIDENTIAL Market Demand for Online Advertising page 5

page 6 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 conservatively 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.

page 7 Google Strikes $900M Advertising Search Deal With MySpace and Fox Interactive Media Sites Deal Specifics  Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites  Google will pay at least $900 million in advertising revenue to News Corp. over the next four years in an all-cash deal, provided traffic on the sites reaches an undisclosed threshold  Google will install its search boxes and keyword- driven ads  Google also receives the right to sell directly any display ads not sold by Fox  Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites  Google will pay at least $900 million in advertising revenue to News Corp. over the next four years in an all-cash deal, provided traffic on the sites reaches an undisclosed threshold  Google will install its search boxes and keyword- driven ads  Google also receives the right to sell directly any display ads not sold by Fox Views  Analysts estimate that the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million  "Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006  "While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006  Analysts estimate that the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million  "Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006  "While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006

page 8 The Google Deal Implies Strong Revenue Potential for Grouper Deal Metrics Implied Grouper Revenue Opportunity

page 9 Viacom Aggressively Pursues Stronger Position in Digital Space Viacom’s MTV Networks Announces Intent to Acquire Atom Entertainment for $200MM  Viacom announced on 8/09/2006 that they had signed a definitive agreement to acquire Atom Entertainment  The acquisition would serve to further strengthen Viacom’s presence in digital media  Atom Entertainment is a marketer and distributor of broadband entertainment; formed by the 2001 merger of Internet Shockwave.com and AtomFilms  In 2005, Atom acquired the online games portal AddictingGames and the online video site AddictingClips (1.7MM unique users)  This deal would follow acquisitions of other online entities, including: NeoPets, XFire, Y2M, GameTrailers.com and IFILM  Viacom announced on 8/09/2006 that they had signed a definitive agreement to acquire Atom Entertainment  The acquisition would serve to further strengthen Viacom’s presence in digital media  Atom Entertainment is a marketer and distributor of broadband entertainment; formed by the 2001 merger of Internet Shockwave.com and AtomFilms  In 2005, Atom acquired the online games portal AddictingGames and the online video site AddictingClips (1.7MM unique users)  This deal would follow acquisitions of other online entities, including: NeoPets, XFire, Y2M, GameTrailers.com and IFILM Viacom Considers Bid for Bebo  According to the Financial Times, Viacom is potentially evaluating an acquisition of Bebo, a social network similar to MySpace  Bebo is the top site in Ireland and the UK  25MM unique users worldwide as compared to 90MM for MySpace  It is rumored that BT (the telecom group) had offered £300MM for Bebo  Bebo reportedly looking for greater than $1BN  According to the Financial Times, Viacom is potentially evaluating an acquisition of Bebo, a social network similar to MySpace  Bebo is the top site in Ireland and the UK  25MM unique users worldwide as compared to 90MM for MySpace  It is rumored that BT (the telecom group) had offered £300MM for Bebo  Bebo reportedly looking for greater than $1BN

page 10 Blue Chip Companies Are Advertising on Traditional and User- Generated Video Sites AT&T, Nike, Neutrogena, Above The Influence, Pepsi, Kohl's, Clairol, Neutrogena, Target Snickers, Altoids, Playstation, Virgin Mobile (w/text message contest), Axe, Nike, Puma Intel, Oscar Meyer, Hershey's, Moviefone, Kraft, I Can't Believe It's Not Butter Suave, Tylenol, Zyrtec, Disney, Pampers, Swiffer, Bounty, Mr. Clean Dr. Pepper, Chili's, Superpages, Neosporin, Mazda, Benadryl, Lipitor, State Farm Dodge, Honda, Air Force, Toyota, FOX Searchlight, AllTel Ads by Google, E-Bay, True.com, classmates.com, heavy.com, Blockbuster Online Sierra Mist, University of Phoenix Online, Cingular, Chili's, Universal Studios TraditionalAdvertisers User Generated

page 11 Online Video CPMs Are Currently $20-$30, In-line with Traditional TV CPMs and Positioned to Benefit From Growth of Online Ad Spend Industry Commentary Josh Bernoff, Forrester analyst “…the driving force of the online video market is advertising…advertisers are paying $25 per thousand users who see their online commercials, more than they pay for network television” Allie Savarino, SVP World of Worldwide Marketing at Unicast “…while rich media ads on average cost around $10-20 on a cost per thousand basis the video commercials cost around $25-30 for the same rate… a comparable cost with advertising on a US television network to the same number of television viewers for a 15- to 30-second spot.” Jeff Lanctot, VP of media buying at Avenue A Razorfish “Advertisers are now paying about $20 to $30 a CPM for a 15-second spot that pre-rolls a broadband video… one reason advertisers are warming up to Web broadband content is because they can interact with consumers.”

page 12 Television CPMs Have Grown to Reach $23.50, Initial Online Video CPMs Are At a Similar Level Source: Nielson Media Research. CPM Pricing Trends 5 yr CAGR: 5.4%

page 13 Media spending does not yet reflect consumption Advertising dollars are shifting online to address the current gap 2003-’05 US Advertising CAGR Contribution to Growth Television: TV Stations1.5%2% Cable Networks15.6%19% Cable MSOs8.1%3% CBS Net, FOX Net5.8%9% Total Television7.0%34% Magazines8.9%5% Newspapers3.4%11% Radio0.2%0% Outdoor7.1%5% Online50.4%45% Total8.4%100% SUMMARY Traditional Media5.1%55% Online50.4%45% Total8.4%100% Consumer Time is Shifting Online and Drove 50% Annual Growth in Online Ad Spending Over the Last Three Years

page 14 Internet Advertising is Forecast to Grow 22% Annually through 2009, Reaching 25% of the $115BN Domestic Advertising Market US $ (Billions) Overall ’05 – ’09 Projected CAGR: 10.1% Broadcast ’05 – ’09 Projected CAGR: 4.9% Cable/Sat ’05 – ’09 Projected CAGR: 11.4% Online ’05 – ’09 Projected CAGR: 22.3% TV & Online Advertising Spend Source: Veronis Suhler, 2005 Note: Cable/satellite growth expected to be driven by increasing audience share of prime time ratings, ability to target within specific demographic groups, improved sales system; broadcast growth expected to be driven by sustained ratings and ad rates, continued appeal as optimal means to reach large audiences Online %:12%10%12%13%16%18%21%23%25%

page 15 Using Yahoo! as a proxy for the global Internet, both traffic and CPMs continue to rise as the Internet becomes a significant play for advertisers. Growth in Demand for Online Advertising is Driving 25% Annual Growth in Banner Ad CPMs 2003 Avg CPM $ Avg CPM $ Avg CPM $ yr CAGR: 25.6%