1. CONFIDENTIAL Grouper Acquisition Overview and Strategic Rationale

2. CONFIDENTIAL page 1 Executive Summary SPE has tremendous opportunity through digital distribution and ad-supported online content –Consumer time and advertising revenues are shifting online, threatening the ability for our core businesses to achieve growth and margin objectives –Online infrastructure is nearly in place, with digital content at the outset of its growth curve –SPE competitors are investing heavily, and filling a gap between studio content and user generated content At $65MM, a Grouper acquisition would accelerate entry into ad-supported content and could become a platform for other digital services online –Grouper is the optimal acquisition target for SPE, due to its experienced management, market-leading technology and demonstrated traction with users –Price in-line with comps and at a discount to recent competitor acquisitions –Service will be further enhanced by SPE content, marketing and ad sales capabilities

3. CONFIDENTIAL page 2 Digital Transition Will Increasingly Challenge SPE’s Businesses Sales increasingly cross-platform Budgets shifting away from traditional outlets “Grass roots” campaigns increasingly prevalent –Character campaigns on social networks –Viral distribution of ad messages 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 Achieving and exceeding SPE revenue growth and margin targets will be enhanced via entry into adjacent businesses

4. CONFIDENTIAL page 3 Competitors Are Investing in User Generated Video User Generated Video Creates Value for Traditional Content Owners User Generated Video Creates Value for Traditional Content Owners  Attracting large audiences and creating legitimate alternative distribution channels  Offering user-generated video and driving advertising revenue  Two-way medium with high degree of interactivity, customer engagement and feedback  Attracting large audiences and creating legitimate alternative distribution channels  Offering user-generated video and driving advertising revenue  Two-way medium with high degree of interactivity, customer engagement and feedback Acquired MySpace for $580MM Acquired IGN for $650MM and Scout for $170MM $900MM search advertising deal with Google 7/18/2005 9/09/2005 8/07/2006 Acquired Lightningcast for online video ad insertion technology Launched free video portal with content from A&E, MTV, Warner 5/18/2006 Acquired iVillage for $592MM Promoting new series on YouTube 3/06/2006 6/27/2006 Acquired iFilm for $49MM Agreed to distribute MTV content over Google’s AdSense network Announced pending acquisition of Atom Entertainment for $200MM 10/13/2005 8/07/2006 8/09/2006 8/1/2006

5. CONFIDENTIAL page 4 Grouper Stands-out Among Acquisition Candidates Viable acquisition candidates limited to at least 1MM unique users to demonstrate potential scalability of operations 2.4 30.5 Target U.S. Unique Users (MM) Acquisition Considerations Prohibitive valuation (rumored to be seeking over $1BN) Technology weaker than Grouper Owned by Viacom 1.7 Viacom acquisition pending as part of Atom Entertainment deal 2.6 Secured $15MM in funding July 1, 2006 Believed to be off the market 3.0 Performs well against acquisition criteria –Strong management –Differentiated technology –Demonstrated traction

6. CONFIDENTIAL page 5 Grouper Overview Service Summary SPE’s acquisition would include total consideration of $65MM –$52.5MM at closing –$12.5MM tied to performance metrics (revenue, streams, employee retention) Entered into exclusive negotiations with SPE through 8/18/2006 Multi-platform Video Distribution Network focused on watching, sharing, and creating user generated video Experienced management team Syndicates video to other sites through one-click posting (MySpace, Friendster, Everyone’s Connected, WordPress, Blogger) Leverages P2P proprietary technology; increases video quality; decreases delivery costs Enables video portability to multiple devices (PSP, iPod) Widely distributes easy-to-use video editing tools (Proprietary client, Instant upload from cameras, camcorders, and webcams) Differentiators Deal Status Demonstrated Traction #2 independent video community (Hitwise May report), with 7MM global unique users/month (3MM US) Reaches a young demographic that is 58% male Over 112,000 uploaded videos programmed across multiple genre-based channels

7. CONFIDENTIAL page 6 Grouper Would Provide Opportunities for SPE and Sony Could help facilitate complementary services efforts –Enable users of Sony cameras and camcorders increased interactivity with content –PSBG eyeVi initiative selected Grouper to develop its service prototype Addresses the growing area of ad-supported user-generated content Enables SPE to participate in the growth of online advertising Management team has demonstrated required expertise in industry Company has developed differentiated technology and tools Existing business has demonstrated traction and strong growth Platform for SPE to market and distribute studio content online Leverages SPE’s ad sales relationships and provides cross-platform ad inventory Build software capabilities Address core business challenges in meeting growth objectives Standalone Business Growth Opportunity Traditional SPE Business Opportunity Could Provide Value to Sony Devices Could Provide Value to Sony Devices

8. CONFIDENTIAL page 7 Grouper Service Highlights: Watch Videos Home page with “video wall” of user generated content (80% click- through) Content can be discovered through: –Rotation in video wall –Search –Channels

9. CONFIDENTIAL page 8 Grouper Service Highlights: Share Videos 1.P2P client enables download of original, high quality files to desktop and portable devices 2.One click publishing to other sites 3.Instantaneously add video comments via web cam 4.E-mail to friends in users’ MSN, Hotmail, and Yahoo accounts 1. 2. 4. 3.

10. CONFIDENTIAL page 9 Grouper Service Highlights: Create Videos Real-time recording and upload from web cams Proprietary client with easy-to-use editing tools –Select video –Select photos and tracking / panning effects –Select music

11. CONFIDENTIAL page 10 Comparable Company Analysis Supports a $80-$110MM Valuation Recent Fundings Recent Acquisitions Analysis excludes Viacom’s August 9 acquisition of Atom Films for $200MM $80.8 $113.4

12. CONFIDENTIAL page 11 SPE Projections – Base Case (lower than Management Case) (1)EBIT reflects operating profit less estimated amortization of technology/software assets totaling $20MM over 7 years. Initial estimate requires third party review for final figures. Assumes transaction close at 9/30/2006. (2)4 year discounted pre-tax cash flow analysis (2006-2009) performed with a discount rate of 16.5% (in-line with SPE’s normal rate); terminal EBIT multiple of 8.0x. (3)Total consideration includes $52.5m at closing; $12.5m contingent on performance and paid over the course of 2007 through 2009. (4)Deepwater mark represents cumulative cash position.