1. Confidential Draft Embassy Row Acquisition Overview March 2008

2. 1 Deal RationaleCurrent 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 Current projects –Newlywed/Dating Game, Make My Day, What Would Martha Do?, Couples Dating Couples Embassy Row becomes the cornerstone of a domestic light entertainment business Creates Enterprise Value for SPE Expands the pipeline of formats for 2WayTraffic to distribute Acquisition creates a deeper relationship than the current term deal –Extends the relationship beyond the current term –Acquires ER’s existing profit streams –Tightly aligns Davies’ incentives with our own SPE plans to submit an LOI to acquire ER for up to $75MM in total consideration ($25MM cash up-front + $50MM in earn-out)

3. 2 $25MM cash at close Up to $50MM of additional earn-outs –Value of earn-outs would be calculated in Year 5 as: 7x (Average of Last 3 Years EBITDA) minus ($25MM) Earn-out payments would be made between Year 5 and Year 10 –10% of the earn-out paid to employees end of Year 5 –10% of earn-out paid to employees in Year 6 –80% of earn-out paid to Davies over Years 6-10 if a) he remains employed by SPT and b) ER meets minimum EBITDA targets –Earn-outs payments can be accelerated if Davies exceeds EBITDA goals Current Deal Structure Max Total Consideration: $75.0MM PV (1) of Max Total Consideration: $48.0MM PV (2) of Max Total Consideration: $41.4MM Note: (1) PV of up-front payment and maximum earn-outs fully vested in Year 5 at 16.5% discount rate (2) PV of up-front payment and maximum earn-outs fully vested in Years 6-10 at 16.5% discount rate

4. 3 The portion of the “Earn-out Value” not paid to employees will be paid as follows: “Year 5 Acceleration” –If the Earn-out Value is $50MM; All or a portion of the earn-out will be eligible for payment in year 5 For every $1 by which cumulative Year 1-5 EBITDA exceeds $40MM; $0.40 of the earn-out will be paid in year 5 “Vesting Payments” –Any portion of the earn-out not paid in year 5 or set aside for the employee pool, will be payable 20% per year over the next 5 years (years 6, 7, 8, 9, 10) if: ER EBITDA in any given year exceeds 80% of the year 3-5 average And Davies remains employed by SPT in that year “Acceleration of Vesting Payments” –In Years 6-10, any payments normally payable under the Vesting Payments will be subject to acceleration For every $1 a given year’s ER EBITDA exceeds 125% of the Year 3-5 average; Davies will accelerate $0.40 of the total vesting payments –Any acceleration will decrease future year payments ratably The “Earn-out Value”

5. 4 Cumulative 10 Yr. EBITDACumulative 10 Yr. EBIT*NPV Economic Impact Notes: In all cases, assumes EBITDA is flat in years 6-10 for purposes of calculating any earn-out acceleration. * EBIT after Earn-out

6. 5 – Appendix –

7. 6 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

8. 7 Economic Impact Low Case Base Case Note: (1) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18 (2) Discounted at 16.5%

9. 8 Economic Impact (Cont’d) Davies Case High Case Note: (1) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x incremental EBITDA in FY18 (2) Discounted at 16.5%

10. 9 Key Assumptions – Revised Deal Structure Low CaseBase Case Model Assumptions Chargeback: 0% Interactive Growth: 0% Chargeback: 0% Interactive Growth: 5% Model Assumptions Acquired EBITDA (1) : $3.2 Value of Exit (2) : $3.7 Total Consideration: ($25.0) Net Present Value: ($18.1) 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 11x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Acquired EBITDA (1) : $21.0 Value of Exit (2) : $16.1 Total Consideration: ($25.0) Net Present Value: $12.2 Consideration / 2007 EBITDA (3) : 7.1x 10 Year Net Present Value EBIT EBITDA for Earn-out Calc.

11. 10 Key Assumptions – Revised Deal Structure Davies CaseHigh Case 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 11x multiple in 2013 (3) Assumes $3.5M in EBITDA for 2007 Model Assumptions N/AChargeback: 5% Interactive Growth: 10% Model Assumptions Acquired EBITDA (1) : $56.6 Value of Exit (2) : $41.4 Total Consideration: ($40.8) Net Present Value: $57.2 Consideration / 2007 EBITDA (3) : 11.7x Acquired EBITDA (1) : $81.5 Value of Exit (2) : $58.5 Total Consideration: ($42.0) Net Present Value: $98.1 Consideration / 2007 EBITDA (3) : 12.0x 10 Year Net Present Value EBIT EBITDA for Earn-out Calc.