1. CONFIDENTIAL Digital Services and Distribution Acquisition Strategy DRAFT

2. page 1 Executive Summary SPE must continue to invest to address challenges created by the market’s transition to digital distribution –Digital distribution increases pressure on traditional distribution economics, advertising sales, and theatrical marketing –Grouper positions SPE to benefit from digital distribution, but its projected EBIT only partially addresses slowing growth and limited margin potential of SPE’s core businesses Grouper acquisition provided a solid foundation, but requires time and resources to succeed –Grouper offers technology, infrastructure, management, and initial traction with customers –Further investment in content, audience, marketing, and distribution is required Consolidation in digital video market increases need for scale and speed-to-market –Consolidation is raising the threshold for minimum audience size and content offering –Online video syndicators are building networks of loyal advertisers and distribution partners Targeted acquisitions would build on SPE’s current digital assets and accelerate execution of our digital services strategy –Break and Heavy own high quality content and attract large audiences in a key demographic –Roo combines a large base of aggregated content, syndication partners, and monetization

3. page 2 SPE Must Invest Further to Address Challenges to Core Businesses Sales increasingly cross-platform Budgets shifting away from traditional outlets “Grass roots” campaigns increasingly prevalent (social networks, viral ads) Market less forgiving of average to poor titles due to instantaneous availability of information online New forms of content competing for consumers’ time and money Traditional distribution channels’ economics under attack, pressuring studio margins Theatrical Marketing Content Distribution Economics Advertising Sales Changing distribution landscape is contributing to SPE’s EBIT gap Grouper’s incremental EBIT (1) will help, but further investment is required Changing distribution landscape is contributing to SPE’s EBIT gap Grouper’s incremental EBIT (1) will help, but further investment is required (1) Current SPE EBIT gap is roughly $75MM; Grouper expected to contribute $10MM of EBIT in FY09, $28MM of EBIT in FY10

4. page 3 Grouper Provides a Solid Foundation, But Requires Time and Resources to Achieve Stated Goals Content Audience Functionality Small base of UGVOriginal digital content Licensed content Prosumer content Film and Television GrouperSPE1 st Year Development Demonstrated traction with targeted audience Leverage SPE marketing and promotions Build distribution network N/A Differentiated user experience Robust infrastructure Enhance feature set Improve embedded player N/A

5. page 4 Market Evolution is Raising Minimum Success Requirements Google’s acquisition of YouTube raised the bar for minimum base of content and users required to succeed Ongoing investments by new media (Yahoo!) and traditional media competitors (Viacom, NewsCorp) increases competition for content and audience Sites with a large base of targeted, high-quality content are building leading brands and capturing audience Online aggregators and syndicators are licensing content and building strong relationships with advertisers

6. page 5 Content Audience Functionality Acquisitions Must Address Competition for Content and Audience Market Inception Develop or License Acquisition Focus Wide range of sites, little content focus Multiple sites growing in lock-step, no critical mass Limited functionality Media companies pair studio content with UGV sites (Viacom/Atom; NewsCorp/MySpace) Sites with large base of owned content capture high value demographics (Break, Heavy) Functionality is increasing but is not the primary draw Acquisitions raise the bar for minimum audience size (Google/YouTube) Market Consolidation

7. page 6 Content Pureplay Audience Pureplay Content With Audience Acquisition Priorities Description Valuations Speed Priority Moderate Targeted / niche content with small audience Moderate Content with large audience in high-value demographics Fast Gain traction quickly Slow Requires multiple acquisitions HighMediumLow Expensive Sites with audience but no differentiated content Slow Requires content and deals to supplement

8. page 7 Functionality + Audience PhotoBucket (12.0) Six Apart (10.4) Image Shack (9.3) Xanga (5.5) Reunion (4.7) MetaCafe (3.1) Digg (2.1) Putfile (1.4) Friendster (1.0) Content + Audience Roo Media (5.8) BrightCove (N/A) Break.com (3.3) eBaum’s World (3.0) Bolt.com (2.9) Heavy.com (2.7) May be Prohibitive Content College Humor (0.9) JibJab (0.6) Broadband Sports (0.1) RocketBoom(0.04) Revision3 (0.02) Channel 101 (0.02) Content + Functionality Pure Video (0.9) Castpost (0.2) Now Public (0.09) Bix (0.08) Blip.tv (0.06) Dave.tv (N/A) Functionality Meetup (0.7) Piczo (0.5) Text America (0.5) Imeem (0.2) VideoEgg (0.2) eyeSpot (0.2) MotionBox (0.2) Famster (N/A) Competitive Landscape and Acquisition Candidates Tier 1 Candidates Tier 2 Candidates Audience Putfile (1.4) DailyMotion (0.8) vMix (0.8) vidiLife (0.8) ManiaTV (0.6) Revver (0.5) Vimeo (0.5)

9. page 8 Heavily male audience, mostly age 15-35 Owns a large base of compelling content Strong advertiser relationships 3.3MM$75MM-$125MM Based on early guidance from Montgomery Large, syndicated audience Relationships with content providers, advertisers, and web site partners 5.8MM$50MM - $100MM Public but thinly traded, will want a premium Audience skews toward males age 15-35 Owns all content including mix of video, animation, and games 2.7MM$150 - $200MM Description Valuation Range Users (1) Company Leading Acquisition Candidates (1)Monthly Unique Users per Nielsen Net Ratings except for Roo (2)Roo audience estimate is of unique streamers per ComScore Tier 1 May be Prohibitive Hosts photos and videos, enables linking to sites like MySpace and Blogger 12.0MM$250-$450MM Based on rough guidance from Jeffries Content aggregation and distribution (competes with Roo) Strong content/advertiser relationships N/A$230 - $255 Guidance is for venture round, acquisition price may be higher Viable acquisition candidates combine content and an attractive audience at valuations below $150MM Priority Potential Cross-Sony Opportunity

10. page 9 Next Steps Initiate conversations with Tier 1 acquisition candidates Analyze and value acquisition targets Reconvene in two weeks to discuss potential acquisition offers

11. CONFIDENTIAL APPENDIX

12. page 11 Market Leaders Consolidating to Expand Brand and Capture Audience Deeper Offerings Inception Tipping Point Consolidation Multiple market entrants grow at similar rates Market Dynamic Minimum Requirements to Compete Areas of Differentiation Examples (2004 – 2005)(Early 2006)(Late ’06 / Early ‘07)(Late ’07 / Early ‘08) Content and features on-par with competitors Limited differentiation Dozens of pure-play UGV sites struggle to reach a million unique users Leaders break-out from the pack Single compelling characteristic Unique piece of content Ease-of-use YouTube explodes with “Lazy Sundays” MySpace users flock to improved community features Leaders invest to expand audience and address priority content segments Large audience Large content base Relationships with advertisers Content that appeals to high-value customer segments Site syndication Google/YouTube Yahoo/JumpCut/Bix Viacom/Atom NewsCorp/MySpace Leaders add niche content and features for heavy users Supplement broad offering with depth in specific verticals Growing audience for niche offerings –Askaninja –Loneleygirl Large audience Brand known for an area of expertise

13. page 12 Break.com Content Offering Online entertainment network and community powered by traditional user-generated content Content base skews heavily toward 15-35 year old male- oriented humor, sports and racy categories Majority of the content is original and created by users specifically for Break.com (Break owns much of its content. Takes an exclusive license to uploaded content it doesn’t own) Pays $250/ video for videos it wants to feature, incentivizing users to create high-quality videos (est. to spend ~$250K/ month buying user videos) Partnerships Strategic Profile Established in 1998 as Big-Boys.com, a video-sharing site Purchased in May 2004 by Keith Richman, co-founder of Billpoint, and changed name to Break.com 100% owned by Richman and a few business partners – has never taken any venture financing Generate revenue through custom advertising deals, PPC content plugs, banners and text links Based in Beverly Hills, CA with 33 employees Leverages AdBrite to sell its banner and text ads Established partnerhsip with Amp’d Mobile in Nov. 2005 to distribute videos through mobile, charging $2.99/ month for unlimited access User Metrics Web page views (MM) Time/ person (min.) 141.2189.2 135.4 16.121.515.3 Internal Break.com sources estimate uniques of approx 14.7MM. Unique Users (MM) Note: estimated to generate ~100MM streams/ month Source: Nielsen//NetRating used for page view, time data, AdBrite; BambiBlogs.com; Break.com; Multichannel News; Amp’d Mobile; PureVideo; ComScore Video Matrix

14. page 13 Break.com Advertising: Banner ads – no pre-rolls or text Content User-generated Share it with friends (via e-mail) Embed & blog it Interactivity: Promote to home page Rate It Recommend Comment

15. page 14 ROO Group, Inc. (NASDAQ: RGRP) Technology and Service Overview Core Services provided include: ROO Video Solutions - Customized video solutions for specific customers or industry segments; platform has been designed to be flexible in accommodating various opportunities for activating video for broadcast over the Internet and accommodating emerging technologies such as wireless devices (i.e., mobile phones and PDAs) and set top boxes ROO Syndication of Licensed Video Content - Provide a turnkey solution for customers located throughout the world to activate licensed topical video content on their web sites; Current customers for this service include Verizon in the United States, Bulldog Broadband in the United Kingdom and News Interactive a subsidiary of News Corp ROO’s Online Advertising Network - Through syndication clients, ROO has developed a network of web sites across which the company can sell advertising inventory The advertising includes traditional banner ads and television-style 15 second and 30 second commercials, which can be programmed to play before and after topical video clips that are most likely to be viewed by the advertisers' chosen demographic Syndication clients can receive a percentage of the advertising revenue generated on their websites Recent advertisers utilizing in-stream advertising have included Microsoft, Apple, Honda, Hyundai, Target, Proctor & Gamble and Pfizer

16. page 15 ROO Group Business Overview Content PartnersSites Advertisers Entertainment News Lifestyle and Family Partners Owned and Managed Ingestion EngineAd Network and InsertionProgram ChannelsVideo Player Licensing fees, payment-per-stream and ad revenue share

17. page 16 ROO Group Video Stream Comparison Roo Group Inc.5,84118631.3

18. page 17 Heavy.com Content Offering Broadband entertainment network focused on providing high- quality content Content base skews toward 18-34 year old male-oriented humor and racy categories Takes full and exclusive ownership of a range of content (mix of video, animation, and games) created by Heavy and/or its partners, e.g., NBC delivered through distinct channels Generates revenue through banner ads, pre-rolls, and branded production, e.g., Burger King videos Partnerships Strategic Profile Established in 1999 as a P2P digital content sharing site by Simon Asaad & David Carson Polaris venture capital holds a 25% stake in Heavy; Polaris lead a $10MM round in January 2006 Expected to generate ~$20MM adv. revenues in 2006, a 300% increase over 2005 (recently valued at ~$200MM – source: paidContent.org) Ad sales and marketing conducted internally Based in New York, NY with 20 employees Recently announced partnership with TiVo to provide content for TiVo’s VoD service Established partnership with Verizon Wireless in April 2006 and created a channel on V-Cast subscription mobile offering Parnter with Sony PSP, video iPod, and Virgin Mobile to distribute non-wireless mobile content User Metrics Web page views (MM) Time/ person (min.) 9.310.4 6.6 1.51.21.0 Unique Users (MM) Note: estimated to generate 80-90MM streams/ month Source: Nielsen//NetRating used for page view, time data, Heavy.com; Multichannel News; PureVideo; ComScore Video Matrix; paidContent.org; FT.com; VCMike’s Blog

19. page 18 Heavy.com Advertising: Banner ads Pre-rolls Content sharing: Heavy/ partner produced channels Share it with friends (via e-mail) Blog it Interactivity: Rate It Comment