WorldLink Acquisition Opportunity

March 2009

2

• SPT continues to explore acquisitions that support SPE’s overall objectives and drive growth in our core business lines

– Diversify SPE’s revenue streams and increase margins through adjacent business lines

– Continue to grow our $220MM ad sales business by expanding third-party inventory

• WorldLink is a high margin business that complements our ad sales growth strategy

- Has contracts in place to represent direct response inventory for a wide range of networks

- Generates EBITDA margins of roughly 30% (CY2008 Revenues: $9.6MM, EBITDA: $2.8MM)

• We are seeking approval to submit a non-binding LOI to acquire WorldLink for $14MM plus an earn-out of up to $4MM

- Base case forecast implies a $20MM valuation

- Base case IRR (with a $14MM purchase price) is roughly 40%

Executive Summary

3

• Expand third party representation

• Explore acquisitions to expand advertising footprint

• Maximize interest in Dr. Oz in advance of up-fronts with product integrations and sponsorships

• Identify ways for traditional and digital ad sales teams to collaborate on cross-platform buys

• Make effective use of C3 ratings and Nielsen Fusion data to demonstrate effectiveness of SPT shows

• Leverage growth in emerging platforms through PSN and building a cross-Sony network

• Grow product integration for digital and traditional

Acquiring WorldLink Would Support Our Strategic Objectives

SPTAS Strategic Objectives for FY09

4

WorldLink Is A Leading Independent Direct Response Market Rep Firm

Overview/Business Model

WorldLink % of Gross Receipts by Media Outlet WorldLink % Gross Receipts by Inventory Type

54%43%

3%

Infomercial

Direct Response

Other

• Founded in 1997 by Toni Knight

• Provides direct representation services to a cross-platform network of media outlets

– DR / infomercials represents ~97% of WorldLink revenues

– Operates across 8 media outlets including regional sports networks, national cable, national broadcast, national syndication, and U.S. Spanish language

• Average commission of 6.6% on gross receipts

• Offers fulfillment services to D.R. vendors and accounting services to network clients via a proprietary platform

• Media outlets serviced include regional sports networks, broadcast, local, espanol, national, syndication, and international

5

WorldLink has Grown Consistently Over its History

Potential growth areas include:

• Full power broadcast stations

• National Cable Networks (WorldLink’s current market share is 2%)

• Hispanic Networks

6

• From 2004 through 2007, WorldLink revenues grew 4-5% annually

• 2008 decline in revenues due in part to taking one network off-line in Q3 due to performance problems at the network level; Q4 revenues increased from Q3

• EBITDA margins have been consistently in the 30% range

WorldLink Historical Financials

(1) EBITDA and EBIT figures do not include owner’s compensations

WorldLink Consistently Generates High Margins

2005 2006 2007 2008

Net Revenue $9,237 $9,639 $10,123 $9,581Y/Y Growth 4.4% 5.0% -5.4%

SG&A Expenses (6,319) (6,424) (6,765) (6,819)

EBITDA 1 2,918 3,215 3,358 2,762

Y/Y Growth 10.2% 4.4% -17.7%EBITDA Margin 31.6% 33.4% 33.2% 28.8%

Depreciation (52) (40) (44) (66)

EBIT 1 $2,866 $3,175 $3,313 $2,696

7

Direct Response is a Potential Growth Category in a Challenging Ad Sales Environment

• Direct Response is a meaningful and growing segment of TV advertising

- As of 2007, direct response TV was a $3.8BN industry (~6% of total TV advertising)

- As a category, direct response represents 15-26% of inventory exposure for top-tier cable channels, including Discovery, Viacom, and Time Warner networks

- Direct response ad spend increased 4% on national TV networks and 15% on Spot TV over the 1st nine months of 2008

• Direct response provides advertisers with a high ROI, which is increasingly attractive during an economic downturn

– Marketers are increasing their focus on direct response because it offers a measurable return on investment at a lower unit price

• Decreased spending by traditional TV advertisers is presenting an opportunity for direct response

- Direct response TV advertising seeing increase in primetime cable and broadcast programming

- Cash4Gold launched first-ever direct response Super Bowl ad in 2009

- As a category, direct response (TV, mail, other) expected to increase 3.5% in 2009

Sources: eMarketer, 2008; NY Times, 2009; Direct Marketing Association, 2008; Merrill Lynch, 2008; Morgan Stanley 2008

8

Stand-Alone Value

Benefits to SPTAS 3rd Party Rep Business

Upside Opportunity

• Base case suggests WorldLink is worth approximately $20MM on a stand-alone basis - From 2004 to 2008, revenues grew 5% annually with EBITDA margins in the 30% range

• Expands current customer base- 110 active clients including cable networks, MSOs, and content owners- Average customer has been with the company for ~6 years to-date

• Diversifies ad inventory to hedge against ad market fluctuations

• Representing third party networks (e.g., the Golf Channel) is one of the best ways to leverage the investment made in our ad sales organization

• However, securing 3rd party business with our focus on general rate advertising is challenging- Smaller networks seek our services but represent a small return on investment- Once networks reach scale they bring their general rate ad sales in-house

• By contrast, both large and small networks typically outsource Direct Response advertising

• WorldLink would provide additional resources (people, infrastructure) and relationships to help grow our 3rd party rep business

• At a minimum WorldLink will generate $250K in EBIT from SPT 3 rd party business that would otherwise be lost

• Potential for SEL to use DR as a cost-effective medium to expand brand message

• WorldLink represents inventory on emerging platforms like online networks and Hispanic networks that could provide opportunities for future growth

• Potential for WorldLink to represent 2waytraffic’s domestic DR inventory

WorldLink is Economically Attractive and a Strong Strategic Fit

9

3 Year EBITDA Impact 3 Year EBIT Impact NPV

Recommended World Link Deal Structure

$11.3

$8.1

$6.7

$0

$2

$4

$6

$8

$10

$12

Mgmt Case SPT Base Case SPT Decline Case

$13.5

$5.8

$0.4

$0

$2

$4

$6

$8

$10

$12

$14

$16

Mgmt Case SPT Base Case SPT Decline Case

$5.4

$3.4

$2.0

$0

$1

$2

$3

$4

$5

$6

Mgmt Case SPT Base Case SPT Decline Case

Headline Structure

• Up to $18MM total consideration

–$14MM cash at close for 100% of the Company

–$2MM of earn-outs tied to performance of her “core business”

–$2MM of earn-outs tied to growing revenue with clients we give her to manage (e.g., Tennis Channel)

• Founder would be subject to a 3 year employment agreement

–Use employment agreement as opportunity for knowledge transfer and reduce operational risk

NOTE: Excludes synergies

10

World Link Earn-out Structure (in addition to $14MM cash at close)

Cash at Close

Earn-out on Core

Business

Other

Items

to Note

• Up to $2MM structured as 50% of each dollar above 2008 EBITDA of $2.8MM up to a cap

• If WorldLink hits it’s forecast, the earn-out is almost fully paid

–$500K potential in 2009 (50% of each dollar b/t $2.8MM and $3.8MM) (forecast: $3.7)

–$500K potential in 2010 (50% of each dollar b/t $2.8MM and $3.8MM) (forecast: $4.1)

–$1MM potential in 2011 (50% of each dollar b/t $2.8MM and $4.8MM) (forecast: $4.7)

• If we choose to have World Link manage a portion of our 3 rd party business (e.g., Tennis Channel)

she receives 10% of growth in revenues over 2008 levels

–Assuming a 30% margin; 10% of revenues is effectively a 33% profit share (on growth only)

• Giving clients to Toni to manage is entirely in Sony’s discretion

Earn-out on SPT 3rd Party

Business

• Revenues from our existing 3rd party business would be excluded from the “core business” EBITDA

calculation

• If Toni is forced to hire new resources to service our existing 3 rd party business, she will want them

excluded from her “core business” calculation. This will be difficult unless staff is directly tied to

specific accounts

11

Appendix

12

Deal Economics by Case – Before SynergiesACTUALS MANAGEMENT CASE SPT BASE CASE SPT DECLINE CASE

Revenues Revenues Revenues3 new customers in 2009 2009 based on Q4 '08 annualized 2009 based on Q4 '08 annualized(1 is Fox, already in place) 5% growth thereafter 3% declines thereafter6-7% growth thereafter

Expenses Expenses ExpensesIn line with revenue growth Increase benefits to Sony plan Increase benefits to Sony planAdd executive comp Add executive comp Add executive comp

Salary grows with revenue All costs flatOther costs flat

TEMPLATE

Values in $MM 2005 2006 2007 2008 2009 2010 2011 2009 2010 2011 2009 2010 2011

Net Revenue $9.2 $9.6 $10.1 $9.6 $11.3 $12.0 $12.8 $9.3 $9.8 $10.3 $9.3 $9.1 $8.8Growth 4% 5% -5% 16% 6% 7% -3% 5% 5% -3% -3% -3%

SG&A ExpenseSalary (4.2) (4.3) (4.6) (4.9) (5.4) (5.6) (5.8) (4.1) (4.3) (4.5) (4.1) (4.1) (4.1)Benefits (0.6) (0.6) (0.7) (0.7) (0.8) (0.8) (0.9) (1.1) (1.2) (1.2) (1.1) (1.1) (1.1)Other Costs (1.5) (1.4) (1.5) (1.2) (1.4) (1.5) (1.5) (1.2) (1.2) (1.2) (1.2) (1.2) (1.2)Executive Comp (0.6) (0.5) (0.6) (0.5) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4)Total SG&A (6.9) (7.0) (7.4) (7.4) (8.0) (8.3) (8.5) (6.8) (7.1) (7.4) (6.8) (6.8) (6.8)

EBITDA 2.3 2.7 2.7 2.2 3.3 3.7 4.3 2.5 2.7 2.9 2.5 2.2 2.0Margin 25% 28% 27% 23% 29% 31% 34% 27% 28% 28% 27% 25% 22%

Depreciation (0.1) (0.0) (0.0) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1)Deal Amortization - - - - (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5)Earn-out Expense 1 - - - - (0.4) (0.4) (0.4) (0.0) (0.0) (0.0) - - -

EBIT $2.3 $2.6 $2.7 $2.2 $1.3 $1.8 $2.3 $0.9 $1.1 $1.3 $0.9 $0.7 $0.4

VALUATION - 6X Terminal Multiple and 10% Discount RatePV EBITDA $9.3 $6.7 $5.6PV Terminal Value $19.4 $13.2 $8.8Total Value $28.7 $19.9 $14.4

PV SPE Consideration ($15.2) ($14.1) ($14.0)

Deal NPV $13.5 $5.8 $0.4

(1) Earn-out expense is the PV of expected payments spread equally over 3 years. In all cases, earn-out calculated on "base" business only; does not take into account potential revenue or earn-out expenseattributable to the Tennis Channel or other 3rd party business provided by SPTAS.

13

2008 Quarterly P&L

(000s) 2008

Q1 Q2 Q3 Q4 CY

Net Revenue $2,566 $2,464 $2,216 $2,335 $9,581

Q/Q Growth 1 1.4% -4.0% -10.1% 5.4% -5.4%

SG&A Expenses (1,807) (1,842) (1,757) (1,413) (6,819)

EBITDA 2 758 623 459 922 2,762

Q/Q Growth 1 -26.3% -17.9% -26.3% 100.8% -10.6%

D&A (16) (19) (13) (18) (66)

EBIT 2 $742 $604 $446 $904 $2,696

EBIT Margin 28.9% 24.5% 20.1% 38.7% 28.1%

1) Represents Y/Y growth for FY totals

2) EBITDA and EBIT do not include owner's compensation

(1) Represents Y/Y growth for FY totals

(2) EBITDA and EBIT do not include owner’s compensation

14

# of Active Clients1 Renewal Clauses

National

Regional

Syndication

International

4.6

U.S. Spanish Language

Local

Avg. Remaining Contract Term (months)

14

5.1 20

6.8 12

3.8 10

3.8 14

5.5 10

• Most contracts subject to 1 – 2 year evergreen renewals

• Renewal provisions N/A; 10 additional clients currently in the renewal process

• Most contracts 1 year or less; significant number of opt out provisions

• Most contracts subject to 1 – 2 year evergreen renewals

• Most contracts subject to 1 – 3 year evergreen renewals

• Most contracts subject to 1 – 3 year evergreen renewals

16

13

38

10

14

13

Avg. Client Retention to Date (years)

1) # of active clients represents contracts not in the process of renewal; including potential renewals, active client totals are National (18), Local (23), Regional (39), Syndication (14), U.S. Spanish Language (16), and International (15). Total active clients excluding renewals is 104 and including potential renewals is 125.

Summary of Customer Contracts by Market

15

World Link Deal Structure Considerations

The “Pitch” to Toni

The Implications

for Sony

• Sony is willing to pay up to $18MM for her company

• We will pay $14MM at close and bear all the risk if her business declines due to market forces

• The next $2MM should be easily attainable and entirely in her control, she just needs to hit forecasts

• The final $2MM is in our joint control. But if she demonstrates capacity to grow, it’s almost a windfall to

her (we’re handing her live clients to manage)

• $14MM is a reasonable price in this market

–Base case DCF supports a value of $20MM

–Downside DCF supports $14MM even with business declining 3-5% each year

–At 5x trailing EBITDA, we’re in-line with public ad agency comps (excluding any control premium)

• $16MM if she hits forecast is also a good price for us

–DCF of her forecast values the company at $28MM

• $2MM potential earn-out on 3rd party business we ask her to manage requires her to drive significant

growth to fully earn-out

–To fully earn, she needs to drive roughly $7MM of revenue growth each year

($7MM growth x 10% = $700K earn-out per year X 3 years = $2MM)

16

WorldLink Comparable Company Analysis – 2008 Trailing

(1) As of market close January 29, 2009

Values in MM (Except Share Price) 2008 TRAILING

Stock Market EV / EV /Company Name Ticker Country Price 1 Cap EV Sales EBITDA Sales EBITDA

United StatesInterpublic IPG.N US $3.58 $1,657 $2,064 $6,930 $839 0.3x 2.5xOmnicom Group OMC.N US $26.85 $8,342 $9,919 $13,306 $1,928 0.7x 5.1x

EuropeAegis Group AEGS.L UK 77.13 p $1,217 $1,750 $1,800 $288 1.0x 6.1xHavas EURC.PA France 1.50 € $829 $1,441 $1,962 $278 0.7x 5.2xPublicis Groupe SA PUBP.PA France 18.90 € $5,333 $6,760 $5,891 $1,107 1.1x 6.1xWPP WPP.L UK 414.25 p $7,538 $10,859 $10,103 $1,638 1.1x 6.6x

MEDIAN VALUEU.S. 0.5x 3.8xEurope 1.0x 6.1xGlobal 0.9x 5.6x

17

• There are no true publicly-traded comps for WorldLink

– Available comps are diversified advertising agencies that may/may not include a DR business

• We believe a comparable trailing multiple for WorldLink would be slightly less than the global average of 5.6x

– Only two domestic comps with one significantly underperforming

• A premium of up to 30% for control would apply; however, this premium would be partially offset by a discount for lack of scale and illiquidity

• An additional adjustment to account for WorldLink’s focus on DR may be appropriate; however, the degree and magnitude of the adjustment is uncertain

• Based on the above, a multiple in the range of 5-7x and a trailing EBITDA of $2.8MM yields a fair value of between $14 and $19MM

• A terminal multiple of 6x was applied to DCF analysis

Rationale for Trailing and Exit Multiple

18

Deal Economics by Case – After Synergies

ACTUALS MANAGEMENT CASE SPT BASE CASE SPT DECLINE CASE

Revenues Revenues Revenues3 new customers in 2009 2009 based on Q4 '08 annualized 2009 based on Q4 '08 annualized(1 is Fox, already in place) 5% growth thereafter 3% declines thereafter6-7% growth thereafter

Expenses Expenses ExpensesIn line with revenue growth Increase benefits to Sony plan Increase benefits to Sony planAdd executive comp Add executive comp Add executive comp

Salary grows with revenue All costs flatOther costs flat

Values in $MM 2005 2006 2007 2008 2009 2010 2011 2009 2010 2011 2009 2010 2011

Net Revenue $9.2 $9.6 $10.1 $9.6 $11.3 $12.0 $12.8 $9.3 $9.8 $10.3 $9.3 $9.1 $8.8Growth 4% 5% -5% 16% 6% 7% -3% 5% 5% -3% -3% -3%

SG&A ExpenseSalary (4.2) (4.3) (4.6) (4.9) (5.4) (5.6) (5.8) (4.1) (4.3) (4.5) (4.1) (4.1) (4.1)Benefits (0.6) (0.6) (0.7) (0.7) (0.8) (0.8) (0.9) (1.1) (1.2) (1.2) (1.1) (1.1) (1.1)Other Costs (1.5) (1.4) (1.5) (1.2) (1.4) (1.5) (1.5) (1.2) (1.2) (1.2) (1.2) (1.2) (1.2)Executive Comp (0.6) (0.5) (0.6) (0.5) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4)Total SG&A (6.9) (7.0) (7.4) (7.4) (8.0) (8.3) (8.5) (6.8) (7.1) (7.4) (6.8) (6.8) (6.8)

Synergies 1 0.3 0.5 1.0 0.3 0.5 1.0 0.3 0.5 1.0

EBITDA 2.3 2.7 2.7 2.2 3.5 4.2 5.3 2.8 3.2 3.9 2.8 2.7 3.0Margin 25% 28% 27% 23% 31% 35% 41% 29% 33% 38% 29% 30% 34%

Depreciation (0.1) (0.0) (0.0) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1) (0.1)Deal Amortization - - - - (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5) (1.5)Earn-out Expense 2 - - - - (0.4) (0.4) (0.4) (0.0) (0.0) (0.0) - - -

EBIT $2.3 $2.6 $2.7 $2.2 $1.6 $2.3 $3.3 $1.2 $1.6 $2.3 $1.2 $1.2 $1.4

VALUATION - 6X Terminal Multiple and 10% Discount RatePV EBITDA $10.7 $8.1 $7.0PV Terminal Value $23.9 $17.7 $13.3Total Value $34.6 $25.8 $20.3

PV SPE Consideration ($15.2) ($14.1) ($14.0)

Deal NPV $19.4 $11.7 $6.3

(1) Synergies include income attributable to WorldLink managing the Tennis Channel and other 3rdparty businesses managed by SPTAS prior to the transaction.

(2) Earn-out expense is the PV of expected payments spread equally over 3 years.

19

Networks Outsource Their Direct Response to WorldLink to Both Increase Revenue and Decrease Cost

Increased Revenue

• WorldLink’s strong relationships with more than 100 advertising agencies allow offer networks a level of reach and exposure that is difficult to replicate with an internal DR staff

• By increasing the pool of potential advertisers WorldLink is able to grow revenue beyond what is possible as a stand-alone network

Decreased Costs

• Outsourcing DR sales to WorldLink allows networks to reduce headcount and focus remaining staff on delivering growing general rate advertising