1. Confidential Draft Embassy Row Acquisition Update December 1, 2008

2. 1 Reality remains a critical growth area for SPE and requires further investment –Sector offers attractive program economics and continues to grow –GSN is increasingly dependent on original game shows to drive growth –2waytraffic provides strong international distribution but needs additional U.S. product to fill distribution capacity Through the acquisition of his production company (Embassy Row / “ER”), Michael Davies will serve as a cornerstone of our reality strategy –Strong track record, credible internationally and works well with 2way and GSN –ER earnings will be below CY08 budget, but we continue to believe in ER’s potential and do not anticipate a significant negative impact on overall economics –ER recently received orders for new shows (Newlywed Game, Make My Day, Empire, PopTub) and has key properties in development (American Bandstand, Dating Game) We are seeking approval to close the Embassy Row acquisition –Long-form negotiated in-line with terms previously discussed ($25MM at close, up to an additional $50MM of earn-outs) –RAD to be signed week after Thanksgiving –Target closing December 5 th Executive Summary

3. 2 Creates new formats that leverage 2way's distribution capacity Drives significant global profits for 2way by validating shows in the U.S. market –Driving force behind 2waytraffic’s format “All-Star Mr. and Mrs.” being developed for the U.S. (likely with CBS) Strategic Benefits International Credibility Well regarded both domestically and internationally Strong relationships with networks in multiple territories Fit with 2waytraffic Fit with GSN Successful, original programming is key to GSN’s growth strategy Embassy Row is now a key source of GSN originals, including: –Shows in production: Newlywed Game –Shows in development: Hold on to Your Seat, It’s A Knockout: U.S. vs. France, Honey Please and Game Show Talk Show In active discussions with GSN to renew and possibly expand Davies’ deal Track Record Michael Davies has a history of success with shows like “Who Wants to be a Millionaire?” and “Wife Swap” Even as a modest success, Power of 10 has generated $3.6MM for Embassy Row and Sony (1) Now focusing on reinvigorating Sony brands (“Dating Game” and “Newlywed Game”) and launching new shows with global potential (“The Comedy Exchange”) Footnotes: (1)Based on $1.4MM of format profits through April 25, 2008 participation statement plus $2.2MM on EP fees and chargebacks from 1 pilot and 18 episodes produced.

4. 3 Key Terms: Deal Consideration Current Deal Structure $25MM cash at close Up to $50MM of additional earn-outs tied to “Adjusted Company Profit” (ACP) –ACP mimics the portion of profits ER would retain under the existing overall deal, tying earn-outs to profits that are truly incremental to SPE –Value of earn-outs would be calculated in Year 6 as: 7x (Average of Years 5-6 ACP) minus $25MM advance Earn-out payments would be made between Year 6 and Year 10 –Subject to the creation of an incentive plan to be approved by the SCA Comp Committee, 10% of earn-out would be paid to employees in Year 6; 10% in Year 7 –80% of earn-out paid to Davies over Years 6-10 if Davies meets minimum Adjusted Company Profit (ACP) targets –Earn-out payments can be accelerated if Davies exceeds ACP goals Changes from April 2008 Deal Update Changed earn-out measurement period from years 3-5 to years 5-6 to improve tax impact to Davies and accounting impact to SPE Earn-out payments are no longer subject to Davies being employed by SPE; however, he is now under a 4 year non-compete, and if he leaves we will have legal recourse

5. 4 FY09 EBIT impact to SPE will be better than budget, roughly in-line with Q2 forecast –Q1 forecast for FY09 EBIT was ($3MM) with higher amortization and excluding P10 –Q2 forecast for FY09 EBIT was $0.4MM with lower amortization and including P10 –Current forecast for FY09 EBIT is $0.3MM, offsetting near-term earnings miss with decreased incremental investment in overhead and development Financial Performance Through 3/31/09 ER standalone profit for 15 months ending March 2009 is expected to be below forecast –15 month forecast was revised downward in October from $1.1MM to effectively breakeven –December through March Forecast (period owned by Sony) was revised down from $2.4MM to $1.2MM FY09 FY10 Forward CY07 ER operating income was in-line with previous projections –$3.3MM actual vs. $3.4MM budget We believe Michael Davies will continue to generate successful new shows and the deal will generate a positive NPV of $8.0MM –Although value of on-air shows (including Power of 10) has decreased, the ability to leverage 2waytraffic and ER’s currently increased staff has decreased our required incremental investment –Model assumes that ER creates 2 format successes in the next 3 years

6. 5 Pilot & Series Orders ShowNetwork Newlywed GameGSN Make My DayTV Land The EmpireMTV National Bible Championships CMT Pop TubYouTube America’s Strongest American CBS Hogs & HeifersOxygen Embassy Row’s Pipeline Remains Strong Shows in Development ShowNetwork The Comedy ExchangeBBC / UKTV Grand Masters of Pop Culture Vh1 Hold on to Your SeatGSN It’s A Knockout: U.S. vs. France GSN / TBD Honey PleaseGSN / TBD Game Show Talk ShowGSN American BandstandTBD Dating GameN/A

7. 6 Financial Impact – Base Case Notes: Difference between total EBITDA and Incremental EBITDA is the portion of shows we own under Davies’ current deal Old Cases assume ER is owned for all of FY09 while New Cases assume ER is owned as of December 1, 2008 Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) If ER secures 5% chargebacks, EBIT in FY10 - FY13 would be ($0.1), $1.9, $3.6 and $6.1, NPV would be $18.1MM (2) Includes exit at 11x multiple (3) Includes $25MM up-front, incremental EBITDA less earn-outs, plus exit at 11x Current Base CasePrior Base Case (4/08) NPV (10-year) Incremental EBITDA: $21.0 Value of Exit (2) : $16.1 Total Consideration: ($25.0) Net Present Value (3) : $12.2 Nominal (10-Year) Incremental EBITDA: $52.8 Terminal Value: $74.2 Total Consideration: ($25.0) Consideration / EBITDA: 47% NPV (10-year) Incremental EBITDA: $18.3 Value of Exit (2) : $14.7 Total Consideration: ($25.0) Net Present Value (3) : $8.0 Nominal (10-Year) Incremental EBITDA: $47.0 Terminal Value: $67.8 Total Consideration: ($25.0) Consideration / EBITDA: 53%

8. 7 Cumulative Incremental EBITDA/NPV: Current Base Case vs. Prior Base Case Value associated with properties currently on-air has decreased –Partially offset by decrease in required investment in overhead and development as a result of the ability to leverage 2waytraffic and ER’s currently increased staff Value of properties in development is higher because ER network contracts include chargebacks (1) Footnotes: (1)Includes chargebacks of 5% of budget on new shows. (2)Includes only portion of P10 acquired from Davies.

9. 8 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.

10. 9 Embassy Row Deal Timing DateItem Week of 11/24 SPT and Embassy Row meeting to close final open issues in long-form agreement Update meetings with SPE senior management (Lynton, Hendler, Calkins) 11/25 Contract is agreed by both parties but remains unsigned Week of 12/1 Update briefing with SCA senior management 12/4 Sony Approval process complete (RAD signed, by all necessary parties at SPE and SCA) Purchase Agreement “dated as of the closing date” signed and put into “lawyer escrow” 12/5Funds wired and deal closes

11. 10 Appendix

12. 11 Embassy Row Slate Comparison Footnotes: (1)Original forecast: Approximately $600K Sony guarantee, $150K GSN guarantee, $600K addtl. entertainment programs, $800K addtl. digital, $500K addtl. sports and the remaining in factual and films. (2)Current forecast: Approximately $600K sonny guarantee, $150K GSN guarantee, $300K addtl. entertainment programs, $800K addtl. digital and the remaining in sports, factual and films.