Summary of Simon Cowell Partnership Opportunities

October 2007

2CONFIDENTIAL

• $1.5MM guarantee is fully recoupable against all fees and bonuses but not MGR• Overhead to include two development execs ($350K total for the first year, increasing 5% each year), two

assistants, office space, office equipment, parking, and reimbursement for business-related entertainment• Exclusive in all forms of television and internet as it relates to audio visual programming, including, but not limited

to, development, production, and distribution of content created during the term and format acquisition / sales / distribution and production worldwide

• Non scripted program fees include 10% of final budget for pilots and episodic series (excluding agency packages, prizes, and extraordinary host costs)

• Scripted program fees include Pilot Producing ($60K red to $50K by EP fees over $100K), Series Producing ($50K red to $40K by EP fees over $80K), and Series Bonus ($25K based on 12 episodes, 21)

• Hosting and performing fees to be negotiated in good faith based on Artist’s quote for the particular show type and broadcaster policy

• Contingent compensation for scripted/non-scripted shows with a deficit is 25% MGR reduced by all 3rds to 12.5% and 50% reduced by all 3rds (non floor) for non-scripted w/out a deficit *

• Screen credits include Executive Producer (locked for life), Logo Credit (locked for life), and paid ads

Preliminary Proposal for an Overall Television Deal

Key Deal Terms

Three year exclusive production deal for scripted and non-scripted TV programming

• $1.5MM per year recoupable guarantee; $250K per year development fund; $350K per year overhead

• Exclusivity in all forms of television and the internet

Deal Specifics

Simon will tap into Sony Picture Television’s resources and strength as the #1 independent television studio to expand the range of his television offerings

* 10/10/10 definition

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Preliminary Proposal for an Overall Feature Film Deal

Key Deal Terms

Two year, first look term deal plus producing services agreement

• Overhead of $250K per year (plus fringe, insurance, benefits, rent, etc) for term deal

• Non-exclusive, first-priority services as producer for selected motion picture projects through Columbia Pictures

Deal Specifics

Term Deal• Columbia Pictures to have First Look at all theatrical projects owned or controlled by Simon• Overhead of $250k per year for one development executive plus two assistants at customary Term Deal

rates/benefits. Additional fringe, insurance, other annual costs covered at estimated $250k

Producing Services (with respect to projects that Simon is attached to produce)• Customary development services for production of motion pictures selected by Columbia Pictures include non-

exclusive, first priority (for theatrical projects) services as producer for the period commencing eight weeks prior to the scheduled start of principal photography and continuing until completion of principal photography. At all other times, services shall be rendered on a non-exclusive basis.

• Simon shall be pay-or-play for his fixed compensation upon Columbia Pictures election to proceed to production• Contingent consideration shall be the same as existing deal at Columbia (“William Davies / Untitled Simon Cowell

Project”)

Simon will leverage Sony Pictures’ resources and feature film production expertise, providing Simon a vehicle to bring his theatrical projects to the screen

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Preliminary Proposal for a Crackle-based Online Partnership

Key Deal Terms

Develop, launch, and operate with Crackle and Sony BMG the pre-eminent global online talent Network

• Cash compensation of up to $500K per year to Simon (any additional compensation would come from SBMG)

• Simon to provide expertise in developing network, along with name, likeness, and other services

Deal Specifics

With no cash investment, Simon would participate in creating the leading online destination for talent and extend his brand to a site that reflects his style of straight talk and celebrity

• Simon would contribute his expertise in developing the Network concept

• Simon would contribute his name and likeness, public relations support, and on-going interaction with audience members including via the production of highlight videos, video comments, and videos showcases

• SBMG would provide marketing support through street teams, web sites, and CDs and music video distribution rights and synchronization rights

• Crackle would provide technology, infrastructure, and management team

• Sony would grant Sony BMG equity in Crackle

– 17.5% at deal close

– SBMG to purchase 5% at $65MM valuation

– Earn-out target of 7.5% based on revenue targets

• Cash compensation to Simon from combined business to be capped at $500k per year (any other compensation coming from SBMG share)

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Preliminary Proposal for a GSN-based Game Partnership

Key Deal Terms

Collaborate with Simon to build a game-based business around his brand

• Produce game shows with guaranteed distribution on GSN

• Develop and distribute digital games (including online casual, mobile, and participation/interactive games) through GSN and FUN technologies

Deal Specifics

Leverage GSN and FUN Technologies to extend Simon Cowell’s brand into both television game shows and skill-based casual video games

• Guaranteed, exclusive carriage on GSN for a defined number of game-based shows per year developed by Simon

– # of shows / format to be negotiated

– Copyrights to be retained by Simon

• Simon would have a dedicated programming block one night per week

• Simon, GSN, and FUN Technologies would collaborate in developing online skill-based games;

• GSN strategic advantages include

– The only network in the space (reaches 66MM households)

– A highly engaged audience

– Audience over-indexes to computer / internet usage

– An excellent fit with the casual gaming demo

• GSN also provides access to FUN Technologies, a leader in online skill-based gaming