1

• Traditional media players are experimenting with new models for digital distribution

–Networks are launching branded online channels and streaming ad-supported episodes (ABC.com, CBS.com & Innertube, NBC.com & DotComedy, Turner & Super Deluxe)

–Digital sell-through is gaining broad support (iTunes is selling films from Disney and Paramount; television episodes from major networks)

–Fox / NBC / Viacom exploring concept of a dedicated JV for online content distribution

• Historically game-based, mobile is also proving viable for video distribution

–Adoption of 3G handsets continues to grow and is improving viewing experience

–Carriers are seeking video content to attract and retain customers

• A wide range of players is competing for quality UGV content and audience

–Google’s acquisition of YouTube raised the bar for critical mass

–Quality of viral video is increasing as traditional media players enhance their owned services (Fox / MySpace, Viacom / Atom Films)

–Online pure-plays (Heavy, Break) are compensating content creators by acquiring videos

Competition is Increasing as Demand for Digital Content Grows

2

• Establish Grouper as a trusted and recognized brand for online video by combining the viral nature of user-generated video with the quality of “Hollywood” content

• Build a large base of high quality short-form video– Attract content creators through a “path to recognition”– Identify and invest in the best videos– Produce original short-form content

• Offer users a compelling content syndication proposition– Distribute through “path to recognition” partners– Syndicate through general video distribution partners

• Implement a differentiated, channel-based programming strategy

• Improve overall user experience– Superior content guide, high-quality playback, easy publishing to other sites

Vision

Execution

Launching Grouper 3.0 in June 2007

Grouper 3.0

3

“The Red Carpet” (Potential Show on “All Access” Channel)

Attend premieres

and interview

celebrities

Guest Host on

“Red Carpet” Show

All Content Uploaded to Channel

Featured Content (Views, Ratings, Editorial)

Content Featured in “Best of” Show

• Provide incentives to attract quality content and actively engage audience

– “Path to recognition” for each channel, with online and offline rewards

– Tools for users to create, manage, and promote their own shows

– Financial incentives / compensation for content creators

• Enable creators to broadly distribute their content through syndication and “path to recognition” partners

Example of “Path to Recognition”

Attract Content Leaders to Grouper