1. Confidential Draft Embassy Row Acquisition Overview February 1, 2008

2. 1 Value ConsiderationsCurrent SPE RelationshipHistory of Success Embassy Row Overview Creator of numerous successful game and reality shows including: –The Power of 10 on CBS –The 9, online with Yahoo! –Buzz Session with Yahoo! –World Series of Pop Culture on VH1 –Grand Slam on GSN –Chain Reaction on GSN –Boy Meets Grill on Food Network SPE’s existing deal with Davies runs through Jan. 2, 2009 During this term SPE: –Funds $1.2MM of Embassy Row overhead –Recoups up to $600K in Executive Producer (EP) Fees –Receives all copyright to shows created by ER ER derives its profits from –EP fees –Mark-up on overhead charged to shows –Ongoing profit participation By acquiring ER, SPE: –Shifts Davies’ profit focus to the creation of new formats –Extends the relationship beyond the current term –Acquires ER’s existing profit streams Embassy Row 2007E profit of $3.4MM implies a value of $20MM - $40MM (1)(2) With successful new shows, value would be significantly higher Note: (1) DCF of $3.4MM in perpetuity at a 16.5% discount rate = $20MM (2) Based on a market multiple of 11.7x EBITDA of $3.4M = $39.8MM SPE plans to submit an LOI to acquire ER for $20MM up-front + $28MM in earn-outs A deal may require more than $50MM total consideration (tied to achieving higher EBITDA) UPDATE

3. 2 $20.0MM up-front payment Up to $14.5MM in earn-outs tied to EBITDA on all ER shows 100% of earn-out paid if EBITDA target is met 0% of earn-out paid if EBITDA is below a floor Pro-rated if EBITDA is between floor and target 5 year contract and an additional 2 year non-compete Current Deal Structure Max Total Consideration: $34.5MM PV (1) of Max Total Consideration: $28.2MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate Price, acceleration, etc.

4. 3 Economic Impact Bar charts on 4 cases (low, Davies, Base, High) Bars include: NPV, 5 Yr. Cume EBITDA, 5 Yr. Cume EBIT Put a note that says in all cases, assumes EBITDA is flat In years 6-10 of purposes of calculating any earn-out acceleration

5. 4 – Appendix –

6. 5 Key Assumptions – Revised Deal Structure Low CaseMid CaseHigh Case Model Assumptions Chargeback: 0% Interactive Growth: 0% Chargeback: 0% Interactive Growth: 5% Chargeback: 5% Interactive Growth: 10% Model Assumptions Acquired EBITDA (1) : $5.3 Value of Exit (2) : $18.2 Total Consideration: ($21.9) Net Present Value: $1.5 Consideration / 2007 EBITDA (3) : 6.3x 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) : $5.7 Value of Exit (2) : $19.7 Total Consideration: ($22.1) Net Present Value: $3.3 Consideration / 2007 EBITDA (3) : 6.3x Acquired EBITDA (1) : $9.1 Value of Exit (2) : $29.3 Total Consideration: ($23.4) Net Present Value: $15.0 Consideration / 2007 EBITDA (3) : 6.7x Net Present Value EBIT Recurring Profits UPDATE (2 pages, 4 cases)

7. 6 Economic Impact Show 10 years for each case, just: EBITDA Amort EBIT Earn-out Payments Cash Flow NPV