Confidential Draft Embassy Row Acquisition Business Update and Considerations November 2008

1 Performance Challenges and Impact on an Acquisition Embassy Row had challenges relating to the Power of 10 and delayed orders for smaller shows –Power of 10 is no longer a broadcast show; eliminating $50MM of cumulative EBITDA from the acquisition model  The decreased value of Power of 10 is partially offset by a decrease in required investment in overhead / development due to our ability to leverage 2waytraffic –Davies’ own forecast for the 15 months ended 3/31/08 has declined from $3.5MM to effectively break-even  Again, we can partially mitigate the impact by decreasing planned incremental investment Overall acquisition economics (NPV and cumulative EBITDA) can only be maintained by limiting incremental investment in operations Alternatively, if Davies’ overall deal were renewed for 3 years under his current economics, it could generate an NPV of $6MM (compared to an $8MM NPV for the higher risk acquisition) In order to close an acquisition in light of recent performance, we must be comfortable that: 1.We will be able to secure the necessary approvals 2.In the near-term, ER may continue to have marginal performance due to fewer shows on-air and a smaller development pipeline 3.ER will generate a significant success in future years (i.e., a show that outperforms Power of 10)

2 Power of 10 Reconciliation Footnotes: ** Includes chargebacks of 5% of budget on new shows. Includes only portion of P10 acquired from Davies.

3 Current Year Update Embassy Row Standalone EBITDA ForecastSPE EBITDA Forecasts ($ in 000) Embassy Row CY08 (15 mos.) Nov 08 – Mar 09 (5 mos.) SPE EBITDA FY09 ImpactNotes As of 4/08 Briefing $3,500N/A$1,900 (1) SPE EBITDA is a base case which assumed some ER shows missed as well as additional SPT revenue and expenses As of MRP$1,092$2,051$1,750 (2) Includes incremental investment and headcount re-adjustments and revised Power of 10 profits Today($163) (3) $891$1,561 (4) Includes a reduction in incremental investment and headcount re-adjustments Includes $350K in expenses saved by not closing during the month of November Footnotes: (1)12 months ending 3/31/09. (2)5 months ending 3/31/09. (3)15 month net operating profit from Davies estimated at ($694K). Excludes $530K from Davies salary ($264K) and salary re-adjustment ($266K). (4)4 months ending 3/31/09. Assumes zero additional revenue during the month of November.

4 Managing Current Year Earnings Footnotes: (1)Includes $61K in expenses that weren’t accrued and $25K in December bonuses which weren’t accrued. (2)Gross up on employee salaries for Nov-Mar SPT also should have accrued for an additional $342K of expenses ($106K associated with Davies' salary in Nov and Dec.; $173K of accruals for aspire bonuses; $63K in fringe in Nov. and Dec.).

5 Notable Program Developments for “Entertainment” Programs* As of 4/08 BriefingAs of MRPToday Shows Lost / Delayed Celebrity Mr. and Mrs. Empire Fox Game Show Series Andy Roddick Series Power of 10 Pyramid Take the Money One Goal Changes Everything American Bandstand Shows Planned / Secured Newlywed Game Make My Day American’s Strongest American One Goal Changes Everything Celebrity Mr. and Mrs. Empire Fox Game Show Series Andy Roddick Series Power of 10 Pyramid Take the Money Dating Game One Goal Changes Everything American Bandstand Newlywed Game Make My Day American’s Strongest American One Goal Changes Everything Power of 10 Pyramid Take the Money Dating Game One Goal Changes Everything American Bandstand Newlywed Game Make My Day American’s Strongest American Dating Game Pilots Lost / Delayed Fox Game Show Pilot Pyramid Take the Money Pilots Planned / Secured Empire National Bible Championships Celebrity Mr. & Mrs. Pyramid Take the Money Fox Game Show Pilot Empire National Bible Championships Celebrity Mr. & Mrs. Pyramid Take the Money Empire National Bible Championships Celebrity Mr. & Mrs. * Excludes “Factual Shows” (e.g., Food Network Shows)

6 Economic Impact of Acquiring Embassy Row Cumulative 10 Yr. EBITDA (1) Cumulative 10 Yr. EBIT (2) NPV Footnotes: (1)Based on incremental EBITDA (e.g., only includes portion of Power of 10 SPE did not already own). In all cases, assumes incremental EBITDA is flat in years 6-10 for purposes of calculating any earn-out acceleration. (2)EBIT after Earn-out.

7 Value of Renewing Davies’ Overall Deal

8 APPENDIX

9 Side by Side – Prior Base Case vs. SPT MRP/Current Case

10 Embassy Row P&L as of September 30, 2008

11 Salary Reconciliation