CONFIDENTIAL

Grouper Revenue AnalysisAugust 16, 2006

CONFIDENTIAL

Revenue Highlights

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Revenue Type

Grouper Revenue Drivers

In-Stream

Base of Users

Drivers of Inventory % Sold Revenue (in $mm)

Unique users for Grouper.com

+

Embedded unique user

Total unique users

Banner and Ad-words

Sponsored Search

Streams per unique X

Total uniques=

Total streams

Page views per unique

XTotal uniques

=Page views

% of page views searching

XPage views

=Searches

% of inventory sold(1)(2)

XTotal Streams

=Streaming ads sold

Ads sold per page (2) viewX

Page views=

Ads sold

% of inventory sold (2)

XSearches

=Ads sold

CPMX

Ads sold=

Revenue

CPMX

Ads sold=

Revenue

CPMX

Ads sold=

Revenue

(1) % of inventory sold for in-stream ads assumes pre-roll ads are placed with only 1/4 to 1/3 of videos.(2) % of inventory sold assumed to be highest in United States initially, Rest of World increases over time.

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Grouper Revenue Assumptions

* Represents gross In-Stream CPM, including revenue share to partners.

SPE Projected Base CaseSPE Projected Base Case

FY2006 FY2007 FY2008 FY2009

Unique Users (000)

Total Unique Users 20,868 37,211 53,905 76,309

Page Views (000)

Grouper.com PVs/Unique 15.9 25.7 32.9 33.5 Total Page Views 899,709 3,385,164 7,621,476 12,506,356

Total Searches (as a % of Page Views) 171,474 797,981 1,941,754 3,251,652

Streams (000)

Streams/Total Uniques 10.1 16.6 21.7 22.4 Total Streams 1,534,921 5,967,725 12,003,384 17,543,578

Sell-Through / Inventory

In-Stream, incl. Embbeded (from Streams) 185,086 999,854 2,717,879 4,455,878

% In-Stream Inventory Sold 12.1% 16.8% 22.6% 25.4%

Banner / Ad-words (from Page Views) 1,152,503 5,703,871 13,222,563 21,713,410

Banner / Adwords Inventory Sold (per page) 1.3 1.7 1.7 1.7

Sponsored Search (from Searches) 31,000 191,649 697,049 1,300,661

% of Sponsored Search Inventory Sold 18.1% 24.0% 35.9% 40.0%

CPMs / Unit Prices

In-Stream CPMs (excl rev share) * 13.92$ 16.29$ 13.77$ 12.54$

Banner / Ad-words CPMs 1.02$ 0.99$ 0.97$ 0.97$

Sponsored Search CPMs 15.00$ 15.00$ 15.00$ 15.00$

Revenue (000)

In-Stream Revenue 1,424$ 10,061$ 28,247$ 43,019$

Banner / Ad-words Revenue 1,181$ 5,662$ 12,796$ 20,986$

Sponsored Search Revenue 465$ 2,875$ 10,456$ 19,510$

Total Revenue 3,070$ 18,598$ 51,499$ 83,515$

Revenue by Territory , including Video and Banner / Adwords (000)

North America Revenue 1,674$ 8,887$ 21,675$ 35,303$

Asia Revenue 181$ 1,050$ 1,978$ 3,002$

Western Europe Revenue 221$ 1,406$ 3,569$ 5,666$

ROW Revenue 35$ 230$ 503$ 758$

CONFIDENTIAL

Market Demand for Online Advertising

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Market Support for Grouper Revenue Model

• Grouper will derive advertising revenue through three distinct business models– In-stream video ads– Banners and ad-words on the Grouper.com website– Sponsored searches

• Recent deals validate the overall potential for advertising associated with both user generate video and social networking sites

– Google / MySpace / Newscorp – Google will pay Fox Interactive Media $900M to provide search and advertising for Fox Interactive sites

– Google / MTV – Google agrees to distribute video clips from MTV Networks over the AdSense network

• Market has demonstrated willingness to pay premium CPMs for streaming video ads– Sony experience, independent analysts and industry experts have validated current

online video CPMs to be approximately $20 to $30 (1)

– In-line with traditional TV CPMs and positioned to benefit from growth of online advertising spend

– Grouper model conservatively assumes CPMs to be from $12.50 to $16.30

(1) Josh Bernoff, Forrester Research; Allie Savarino, SVP World of Worldwide Marketing, Unicast; Jeff Lanctot, VP of Media Buying, Avenue A Razorfish.

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Google Strikes $900M Advertising Search Deal With MySpace and Fox Interactive Media Sites

Deal SpecificsDeal Specifics

Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites

Google will pay at least $900 million in advertising revenue to News Corp. over the next four years in an all-cash deal, provided traffic on the sites reaches an undisclosed threshold

Google will install its search boxes and keyword-driven ads

Google also receives the right to sell directly any display ads not sold by Fox

Google Inc. will provide search and advertising for News Corp.'s MySpace and other Fox Interactive Media sites

Google will pay at least $900 million in advertising revenue to News Corp. over the next four years in an all-cash deal, provided traffic on the sites reaches an undisclosed threshold

Google will install its search boxes and keyword-driven ads

Google also receives the right to sell directly any display ads not sold by Fox

ViewsViews

Analysts estimate that the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million

"Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006

"While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006

Analysts estimate that the deal could bring Google revenue (net of the $900 million paid to News Corp) of anywhere from $50 million to $200 million

"Google needed to win this deal to lock up the last remaining large and fast growing piece of traffic on the Web today. One thing is certain: Yahoo and MSN would have loved to sign News Corp., but could not make sense of a $900 million guarantee.“ – Jordan Rohan, RBC, August 8, 2006

"While we have highlighted the potential opportunity for Google on the display side for some time, we feel that Google has made limited progress on this front. We applaud this deal as an example of how Google can leverage its relationships and technology to grow an additional revenue stream and monetization models.“ – Benjamin Schachter, UBS, August 8, 2006

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The Google Deal Implies Strong Revenue Potential for Grouper

Deal MetricsDeal Metrics Implied Grouper Revenue OpportunityImplied Grouper Revenue Opportunity

Total Deal Revenue $900 MM

Average Annual Revenue $225 MM

MySpace Uniques 54.1 MM

Revenue Per Unique 4.16$

( $ millions)

Unique Users (Avg)

Implied Banner/Ad-

wordsBanner/Ad-

words In-Stream

Sponsored Search TOTAL

FY2006 8.8 $36.6 $1.2 $1.4 $0.5 $3.1

FY2007 29.0 $120.6 $5.7 $10.1 $2.9 $18.6

FY2009 45.6 $189.6 $12.8 $28.3 $10.5 $51.5

FY2009 65.1 $270.7 $21.0 $43.0 $19.5 $83.5

Projected Revenue

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Viacom Aggressively Pursues Stronger Position in Digital Space

Viacom’s MTV Networks Announces Intent to Acquire Atom Entertainment for $200MM

Viacom’s MTV Networks Announces Intent to Acquire Atom Entertainment for $200MM

Viacom announced on 8/09/2006 that they had signed a definitive agreement to acquire Atom Entertainment

The acquisition would serve to further strengthen Viacom’s presence in digital media

Atom Entertainment is a marketer and distributor of broadband entertainment; formed by the 2001 merger of Internet Shockwave.comand AtomFilms

In 2005, Atom acquired the online games portal AddictingGames and the online video site AddictingClips (1.7MM unique users)

This deal would follow acquisitions of other online entities, including: NeoPets, XFire, Y2M, GameTrailers.com and IFILM

Viacom announced on 8/09/2006 that they had signed a definitive agreement to acquire Atom Entertainment

The acquisition would serve to further strengthen Viacom’s presence in digital media

Atom Entertainment is a marketer and distributor of broadband entertainment; formed by the 2001 merger of Internet Shockwave.comand AtomFilms

In 2005, Atom acquired the online games portal AddictingGames and the online video site AddictingClips (1.7MM unique users)

This deal would follow acquisitions of other online entities, including: NeoPets, XFire, Y2M, GameTrailers.com and IFILM

Viacom Considers Bid for BeboViacom Considers Bid for Bebo

According to the Financial Times, Viacom is potentially evaluating an acquisition of Bebo, a social network similar to MySpace

Bebo is the top site in Ireland and the UK

25MM unique users worldwide as compared to 90MM for MySpace

It is rumored that BT (the telecom group) had offered £300MM for Bebo

Bebo reportedly looking for greater than $1BN

According to the Financial Times, Viacom is potentially evaluating an acquisition of Bebo, a social network similar to MySpace

Bebo is the top site in Ireland and the UK

25MM unique users worldwide as compared to 90MM for MySpace

It is rumored that BT (the telecom group) had offered £300MM for Bebo

Bebo reportedly looking for greater than $1BN

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Blue Chip Companies Are Advertising on Traditional and User-Generated Video Sites

AT&T, Nike, Neutrogena, Above The Influence, Pepsi, Kohl's, Clairol, Neutrogena, Target

Snickers, Altoids, Playstation, Virgin Mobile (w/text message contest), Axe, Nike, Puma

Intel, Oscar Meyer, Hershey's, Moviefone, Kraft, I Can't Believe It's Not Butter

Suave, Tylenol, Zyrtec, Disney, Pampers, Swiffer, Bounty, Mr. Clean

Dr. Pepper, Chili's, Superpages, Neosporin, Mazda, Benadryl, Lipitor, State Farm

Dodge, Honda, Air Force, Toyota, FOX Searchlight, AllTel

Ads by Google, E-Bay, True.com, classmates.com, heavy.com, Blockbuster Online

Sierra Mist, University of Phoenix Online, Cingular, Chili's, Universal Studios

Traditional Advertisers AdvertisersUser Generated

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Online Video CPMs Are Currently $20-$30, In-line with Traditional TV CPMs and Positioned to Benefit From Growth of Online Ad Spend

Industry CommentaryIndustry Commentary

• Josh Bernoff, Forrester analyst

“…the driving force of the online video market is advertising…advertisers are paying $25 per thousand users who see their online commercials, more than they pay for network television”

• Allie Savarino, SVP World of Worldwide Marketing at Unicast

“…while rich media ads on average cost around $10-20 on a cost per thousand basis the video commercials cost around $25-30 for the same rate… a comparable cost with advertising on a US television network to the same number of television viewers for a 15- to 30-second spot.”

• Jeff Lanctot, VP of media buying at Avenue A Razorfish

“Advertisers are now paying about $20 to $30 a CPM for a 15-second spot that pre-rolls a broadband video… one reason advertisers are warming up to Web broadband content is because they can interact with consumers.”

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Television CPMs Have Grown to Reach $23.50, Initial Online Video CPMs Are At a Similar Level

$23.50$22.30$20.30$19.00$19.20$18.10$16.60

$14.60

$0.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

1998 1999 2000 2001 2002 2003 2004 2005

CBS ABC NBC FOX WB Average CPM

Source: Nielson Media Research.

CPM Pricing TrendsCPM Pricing Trends

5 yr CAGR: 5.4%

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Media spending does not yetreflect consumption

Advertising dollars are shifting online to address the current gap

2003-’05 US Advertising CAGR

Contribution to Growth

Television:

TV Stations 1.5% 2%

Cable Networks 15.6% 19%

Cable MSOs 8.1% 3%

CBS Net, FOX Net 5.8% 9%

Total Television 7.0% 34%

Magazines 8.9% 5%

Newspapers 3.4% 11%

Radio 0.2% 0%

Outdoor 7.1% 5%

Online 50.4% 45%

Total 8.4% 100%

SUMMARY

Traditional Media 5.1% 55%

Online 50.4% 45%

Total 8.4% 100%

Consumer Time is Shifting Online and Drove 50% Annual Growth in Online Ad Spending Over the Last Three Years

Network TV20%

Cable TV25%

Radio27%

Other11%

Magazines4%

Newspaper5%

Games2%

Internet6%

Network TV24%

Cable TV19%

Radio29%

Newspaper6%

Magazines4%

Other14%

Internet2%

Games2%

1999

2005

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Internet Advertising is Forecast to Grow 22% Annually through 2009, Reaching 25% of the $115BN Domestic Advertising Market

36.6 40.0 39.6 43.2 44.0 47.2 48.2 52.2 53.3

14.214.7 16.3

18.9 21.724.3 26.9

29.733.4

7.16.0 7.3

9.612.6

16.120.0

24.128.2

$0

$20

$40

$60

$80

$100

$120

$140

2001 2002 2003 2004 2005 2006 2007 2008 2009

Broadcast Netw orks Cable Netw orks Online

US

$ (

Bil

lio

ns

)

Overall ’05 – ’09 Projected CAGR: 10.1%

Broadcast ’05 – ’09 Projected CAGR: 4.9%

Cable/Sat ’05 – ’09 Projected CAGR: 11.4%

Online ’05 – ’09 Projected CAGR: 22.3%

TV

& O

nli

ne

Ad

ve

rtis

ing

Sp

en

d

Source: Veronis Suhler, 2005 Note: Cable/satellite growth expected to be driven by increasing audience share of prime time ratings, ability to target within specific demographic groups, improved sales system; broadcast growth expected to be driven by sustained ratings and ad rates, continued appeal as optimal means to reach large audiences

Online %: 12% 10% 12% 13% 16% 18% 21% 23% 25%

57.9 60.7 63.271.7

78.3

87.695.1

106.0114.9

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Using Yahoo! as a proxy for the global Internet, both traffic and CPMs continue to rise as the Internet becomes a significant play for advertisers.

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

500,000

Q1:03 Q2:03 Q3:03 Q4:03 Q1:04 Q2:04 Q3:04 Q4:04 Q1:05 Q2:05 Q3:05 Q4:05

Ya

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Avg

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Global Monthly Unique Visitors (000's) (a) Avg. Mktg. Serv. Revenue / 1,000 Pages (RPM)Line 3 Line 4Line 5

Growth in Demand for Online Advertising is Driving 25% Annual Growth in Banner Ad CPMs

2003 Avg CPM $1.64

2004 Avg CPM $2.33

2005 Avg CPM $2.642 yr CAGR: 25.6%