1. Confidential Draft Embassy Row Acquisition Overview February 2008

2. 1 Executive Summary The game / reality format business is a critical growth area for SPE –Reality shows represent nearly half of the top 20 shows and demand continues to grow –These shows lend themselves to recurring revenues through domestic syndication and international formatting An acquisition of Michael Davies’ company, Embassy Row (ER), would serve as the cornerstone for our game / reality format business –Davies has a proven track record, including creating the Power of 10 with SPT –An acquisition provides the foundation for growth, builds enterprise value, and better aligns Davies incentives with our own We submitted an offer to acquire ER for up to $48MM, however a final deal may require up to $100MM of total consideration –LOI, submitted [January 29, 2008], included $20MM of initial consideration plus up to $28MM of performance-based earn-outs –Davies has expressed a strong desire to receive up to $100MM of total consideration in scenarios where he drives significant EBITDA growth –In all cases, earn-outs would be tied to growth in SPE profits and the creation of successful new formats

3. 2 Current SPE RelationshipHistory of Success Embassy Row Highlights Value Considerations 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 GSN –Boy Meets Grill on Food Network SPE’s existing deal Davies/ER runs through Jan 2, 2009 During this term SPE: –Funds $1.2MM of Embassy Row overhead –Recoups up to $600K in EP Fees –Receives all copyright to shows created by ER ER derives its profits from –Executive Producer fees –Mark-up on overhead charged to shows –Ongoing profit participation An acquisition captures value for SPE by –Acquiring ER’s existing profit streams –Extending the relationship beyond the current term –Shifting Davies profit focus to the creation of new formats Embassy Row 2007E profit of $3.4MM implies a value of $20MM - $40MM –$20MM (1) is DCF value with no growth –$40MM (2) is value based on comps With successful new shows, value would be significantly higher Note: (1) DCF of $3.4MM in perpetuity at a 16.5% discount rate (2) Based on a marekt multiple of 11.7x EBITDA of $3.4M

4. 3 Go-forward Operations Distribution with 2waytraffic Management and Reporting Format Development and Acquisition Existing ER slate will be extended into syndication and formats sold abroad New formats will be based on SPE library product, new U.S.- based development, and acquired international formats Limited incremental investment will be required to expand the team, including 3 people acquiring international formats and 3 people developing additional show concepts in-house The business will be managed as an independent unit within SPT with a dedicated P&L ER will leverage 2waytraffic’s existing sales force to sell ER developed formats internationally ER will hire 3 additional sales people to sell ER formats worldwide Distribution without 2waytraffic

5. 4 $20.0MM up-front payment Up to $28.0 MM of earn-outs tied to exceeding EBITDA thresholds and generating recurring profits –Available earn-out = (EBITDA Above Threshold) x 66%; subject to a cap each year –50% of available earn-out paid regardless of earnings quality –50% of available earn-out multiplied by: (recurring profits (2) /target) 4 year employment contract, after which: –If Davies chooses not to stay; he is subject to a 2 year non-compete –If Davies wants to stay; SPT may retain him for 2 years –If Davies wants to stay and SPT doesn’t retain him; he is not subject to a 2 year non-compete Current Deal Structure Max Total Consideration: $48.0 MM PV (1) of Max Total Consideration: $35.7MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate (2) Syndication Profits + International Format Fees FY09FY10FY11FY12FY13Total Maximum Earn-Out Cap$0.0$4.0$6.0$8.0$10.0$28.0 Threshold EBITDA$0.0$5.0$7.0$10.0$15.0$37.0 Minimum EBITDA to Fully Earn-out$0.0$11.1$16.1$22.1$30.2$79.4 Recurring Profit TargetN/A$5.0$10.0$15.0$25.0

6. 5 Additional Earn-outs May be Required to Close the Deal Max Total Consideration: $98.0MM PV (1) of Max Total Consideration: $63.2MM Note: (1) PV of up-front payment and maximum earn-outs at 16.5% discount rate $20.0MM upfront payment (per current deal structure on p.4) $28.0MM earn-outs (per current deal structure on p.4) $50.0MM of additional earn-outs tied to exceeding “Upside EBITDA Threshold” –Available earn-out = (EBITDA Above Threshold) x 25%; subject to a cap each year Maximum “Upside” Earn-Out$0.0$5.0$10.0$15.0$20.0$50.0 Upside EBITDA Threshold$0.0$11.1$16.1$22.1$30.2$79.4 Minimum EBITDA to Fully Earn-out$0.0$31.1$56.1$82.1$110.2$279.4 FY09FY10FY11FY12FY13Total Any additional earn-outs would be tied to significant EBITDA upside

7. 6 Note: (1) NPV at 16.5% = PV of Acquired EBITDA + PV of Exit at 10x – PV of Consideration Current Deal StructureMaximum Earn-out Low Medium High Maximum Earn-outs Require Davies to Create Greater Value for SPE Current Proposal Potential “Upside” Proposal

8. 7 – Appendix –

9. 8 Assumptions Earn-out Cap:$10.0M Threshold EBITDA:$15.0M EBITDA Achieved:$19.1M Recurring Profit Target:$25.0M Recurring Profit Achieved:$22.3M Example Earn-out Calculation (Mid-case FY13) Calculation EBITDA Above Threshold = ($19.1-$15=$4.1) Available Earn-out = (66% x $4.1 = $2.7) –50% of Available Earn-out paid automatically = (50% x $2.7 = $1.35) –50% of Available Earn-out subject to Ratio = (89% x $1.35 = $1.2)  (Ratio = $22.3/$25.0 = 89%) Total Earn-out Paid $2.55M

10. 9 Key Assumptions – Current 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

11. 10 Current Structure: Max Earn-out Model Assumptions EBITDA fixed at Format target levels 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 Potential Structure: Max Earn-out Model Assumptions EBITDA fixed at Format target levels Acquired EBITDA (1) : $136.3 Value of Exit (2) : $443.9 Total Consideration: ($63.2) Net Present Value: $517.0 Consideration / 2007 EBITDA (3) : 18.1x Net Present Value EBIT Recurring Profits Comparison of Max Earn-out Cases Acquired EBITDA (1) : $26.4 Value of Exit (2) : $71.1 Total Consideration: ($35.7) Net Present Value: $61.8 Consideration / 2007 EBITDA (3) : 10.2x

12. 11 (1)Source: Jeffries Comparable M&A Multiples Support Proposed Valuation Median Multiple ER Figures (MM) Implied Value (MM) Sales1.6x$28.6$45.8 EBITDA11.7x$3.4$39.8 EBIT12.9x$3.4$43.9 Average Implied Value (MM) $43.1