WIN-Tv INVESTMENT FROM GLOBAL MEDIA VENTURES 09-12-03

Global Media Ventures a proposal to Gerard Ange Ed Shapiro Charles Rudkin September 12, 2003 Global Media Ventures, LLC 9000 Crow Canyon Road Suite S, #221 Danville, California 94506 andy@globalmediaventures.com

Overview WIN-TV wants to launch a 24-hour channel of content, marketing, events and transactions in 2004, centered on the culture, lifestyle, entertainment and information of the world’s indigenous peoples, with an emphasis on the Native American population. WIN-TV believes it can develop sufficient, quality content and is looking for help with funding, distribution, marketing, branding, channel development, production, transmission, sponsorship and merchandising. Global Media Ventures wants to partner with the WIN-TV team to help its founder and team to realize its dream. Background Global Media Ventures (GMV) has reviewed WIN-TV’s initial business plan, financials and video material, has met with the founders and reviewed the supporting presentation materials. GMV is strongly convinced that the Channel’s core category is a strong and a highly differentiated one. There is clearly no media, marketing and merchandising brand in the space and it appears no vehicle to more creatively and effectively accomplish the WIN- TV mission. The opportunity exists to plan, develop, launch and effectively manage such a worldwide media organization. We have considered the vision and strategy you have shared with us as well as given the opportunity considerable thought. We believe there needs to be discussion about the size, attitudes and behaviors of the target audience, distribution platform opportunities, staging and realities, funding strategy, available content quality, quantity and packaging, production needs and transmission assumptions, GMV believes that it can be a valuable, asset-delivering partner to WIN-TV and can provide deep industry experience, funding, greater speed to market, accelerate its development, launch and scale and minimize expenses. This will allow The Channel to focus primarily on content and strategic core category development, the high value areas that are unique to its efforts and which provide the foundation for the services GMV can provide. In this way, WIN-TV will be better-poised to maximize the potential of its plan and to be the success it intends. Lastly, the GMV team is dedicated to and experienced with like-minded, global, positive, pro-social humanitarian media ventures and shares the vision and passion with the WIN- TV team.

Strategy GMV proposes to leverage a unique team of leading, experienced media and entertainment industry executives from within the business areas in which GMV is focused. GMV desires to become a partner with WIN-TV to help it to realize its potential through providing overall business and management consulting, distribution assets, sponsorship expertise, funding, content advisory, commerce and operational services. For its participation, GMV proposes that it receives equity in the business, a management fee, success-based distribution fees, a success-based commission on any funding it secures and success-based commissions on the revenues it brings to the business. Recommendations We are suggesting that we enter into an agreement to provide the services referenced above. We will provide ongoing management services within GMV’s select portfolio of media, marketing and merchandising brands. These brands have their foundation in television “channels” and combine highly successful, proven, traditional media and entertainment business models together with a strong ability to monetize increasing personal media behavior through video on demand, broadband and interactive television platforms as they develop. We will work with you to determine the best strategy and execution of securing distribution, both domestically and internationally. As we have shared, this needs to be well thought-out and staged in a reasonable way. As part of the overall distribution effort, GMV may be in a position to provide valuable distribution itself in 2004, on a less-than 24-hour-basis, to 25,000,000 US households. GMV believes it can leverage MediaOne Services for technical and operational and additional production activities and a team of industry professionals to get behind the plan. Proposal GMV proposes to begin working with WIN-TV as of October 1, 2003, for an initial 1- year period. We will consider the time spent in the past as an in-kind contribution. We love the project and love the potential.

GMV will provide the following services and will be compensated as indicated: Service Specifics Compensation Overall Management GMV provides comprehensive GMV is paid a monthly Consulting and evaluation of and development Management Fee to be Strategic and Business services for all aspects of the negotiated Development business (identified below) and the financials and is a part of WIN-TV’s Team Distribution (Satellite, GMV provides strategic A Distribution Fee to Cable, Broadcast, development and help with be determined SVOD, Other) execution of the distribution plan, both domestically and internationally Funding Consultation GMV will advise regarding best GMV is paid a funding options and introduce consulting fee equal to potential investors and financing 7% of the gross opportunities amount it has brought, at closing Advertising, Direct GMV provides sponsorship A guarantee of Response and revenues to WIN-TV $100,000, annually, Sponsorship Revenues against 15% of gross revenues it provides, whichever is higher Commerce GMV provides revenues from the A guarantee of (Merchandising sale of products and services $100,000, annually, Revenues) against 15% of gross revenues it provides, whichever is higher Operation GMV provides the solution for and To be determined (Transmission, Uplink, management of full services in the Playback, Technology) transmission of the network and Services infrastructure for the revenue businesses Marketing GMV develops and executes $10,000 per month for consumer and trade marketing Public Relations services, research, promotion, (approximately); Other public relations marketing services to be determined Program Syndication GMV manages the facilitation of To be determined Fees programming distribution relationships domestically and internationally

Video Production GMV provides production and post- To be determined, and Services production services if necessary Executive Staffing GMV identifies, evaluates, and 15% of first year’s cash proposes executives that are hired compensation by WIN-TV Overall Partnering GMV dedicates its team and efforts GMV will be awarded to WIN-TV as a major priority 15% founders equity in within its portfolio the business and has the option of taking a board position. Core Team The GMV Team is a family of media, entertainment and technology veterans with a passion for excellence, a need to find mega-creative solutions and the drive for category leadership in the marketplace. We have been part of the start-up teams of MTV, Arts & Entertainment, Nickelodeon, The Movie Channel, The Box, Wisdom Media Group and U.S. West’s Interactive Video Enterprises. The GMV Team is a family of media, entertainment and technology veterans with a passion for excellence, a need to find mega-creative solutions and the drive for category leadership in the marketplace. We have been part of the start-up teams of Nickelodeon, Arts & Entertainment, MTV Wisdom Media Group, The Movie Channel, The Box and U.S. West’s Interactive Video Enterprises. We’ve been part of the growth of businesses like media, entertainment and communications companies: AOL Time Warner, Disney, British Telecom, Paramount Television, Columbia Pictures Television, Capitol Records, Playboy Enterprises, DreamWorks, KingWorld and Wisdom Media Group; networks including

ABC, NBC, CBS, ESPN, CNN, Discovery Channel, HBO, QVC UK, Showtime, Animal Planet and Food Network; film and homevideo companies: MGM/UA, Paramount Studios, Universal Studios, LucasFilm and Warner, Paramount, HBO and Disney Homevideo; technology companies: SpectraVision, SelecTV, GE American Communications, IBM and Divx; publishers: Reader’s Digest, Redbook and Cosmopolitan; and, advertising agencies: NY Ayer, Benton & Bowles and BBDO. We’ve advised companies like Sony Television, JskyB, Harrods, Canal+, Brazil’s RBS Video, TVSN, Sydney, Kinnevik’s TVG, Stockholm, Comcast International, Capitol Records International and Microsoft. US Andrew H. Orgel is Chairman and CEO, Global Media Ventures and Managing Partner, KO Ventures and head of its media group. Orgel is a media veteran with over 25 years of experience in the startup and management of leading, innovative media brands in the U.S., Canada and the U.K. He is recognized for building strong organizations, creative and visionary content, and for his marketing and management expertise in building industry-dominant consumer brands. He served as Vice President, Sales & Marketing of Nickelodeon, MTV, and The Movie Channel (originally owned by Warner Communications and American Express, now by Viacom), the original Vice President, Affiliate Sales & Marketing and later the Senior Vice President, Programming & Production of the Arts & Entertainment Network, A&E (originally owned by NBC, ABC and Hearst Publishing, now by Disney) and the President and CEO of Video Jukebox Network, the first interactive television network, which he later repositioned and branded “The Box,” (now owned by MTV Networks). Orgel co-founded Interactive Enterprises, an interactive media company which created personal media properties with companies including Sony Pictures Television, JskyB (Newscorp) and Wink Communications (now Liberty Media). Interactive Enterprises joined with US West (now Qwest) to create Interactive Video Enterprises where he developed a suite of television services for digital broadband delivery. These services were developed with major retailers, manufacturers and telecommunications companies. He most recently was President and COO of Wisdom Media Group, where he led the company’s Television, Radio, Internet and Print media businesses in the life improvement category. Orgel has been responsible for helping to raise in excess of $200 million for these media businesses. He has been labeled by Success Magazine as “the man who made TV interactive.” He received his B.S. in Television and Radio from Ithaca College. Orgel serves on the boards of QOL (Quality of Life) Media Inc., Channel Lab, Gaming Entertainment Media, Inc. and MediaOne Services. He advises emerging non-profit media organizations including TV Mentor, Listen4Life and Channel G. Lee Helper is the founder and the Chairman of EMbizImpact, Inc., a strategic business development firm that specializes in engineering business development and growth for established and merging entertainment, media and technology-focused companies and of Channel Lab, an incubator of new television channels. With over 26 years of

professional strategic business consulting and development experience, Helper has spanned the areas of media, entertainment, general business, government, Wall Street and consumer products. He has played a key strategic and problem-solving consulting role for a myriad of domestic and international companies and associations, including: Twentieth Century Fox, Disney, TV Guide, Liberty Media, NewsCorp., USA Network, Telemundo, Antena 3 (Spain), CLT, CineCanal, Fox Latin America, InterArte Entertainment, Speedvision, Outdoor Life, Discovery Communications/Networks, The Sundance Channel, F/X, King World, Nashville Network, TNT, Lifetime, ACTV, Post Newsweek, Request TV, The Disney Channel, NBC International, Sony’s Game Show Network and Cable Health Club. He has also played a key strategic business consulting and development role for such high profile companies and organizations as University of California Regents DIMI Institute, OpenTV, National Geographic Television, The International Council Of The National Academy Of Television Arts And Sciences, Delphi, Amazon.com, @d:tech, Digimarc, InterVU, Shelter Ventures, Tele- Communications Inc. (now AT&T Broadband), Viacom, Americast, Association for Interactive Media (AIM), Interactive Digital Software Association (IDSA)/E3, Interactive Advertising Bureau (IAB), Digital Coast Roundtable, National Association of Recorded Merchandise (NARM), Silicon Graphics / Netscape / Sun Microsystems-sponsored WebINNOVATION among others. He also played a lead and instrumental role in the successful launches of such hit television properties as quot;Oprahquot;, all three quot;Star Trek Next Generationquot; series, quot;Jeopardy!quot;, quot;Wheel Of Fortunequot;, quot;Fraser,quot; and over 14 other hit network and syndicated series. EMbizImpact has very rapidly evolved into an acknowledged leader in the development and launching of media businesses on all platforms and, as such, is designed to be the most focused organization of its kind with extensive key-industry relationships and a team of top-tier, specialized consultants. The firm's client’s roster includes a cross-section of next generation, converging entertainment, media, technology, service companies and industry-defining associations and organizations. John Burns is one of Cable Television’s most successful and well-respected Sales, Marketing, Finance and Operations executives. Most recently, Burns was President, Distribution, Fox Family Channel, responsible for all Affiliate Sales and Marketing. Previously he was President, StarSight Telecast, the first interactive on-screen television guide, where he was responsible for business planning, funding, IPO facilitation, product development, marketing, sales, engineering, product planning and development for the cable, telecommunications, consumer electronics, satellite and direct distribution channels. He was Senior Vice President, Affiliate Sales and Marketing, Showtime Networks (now Viacom). He has consulted for start-up and early operating companies including Game Show Network, Wisdom Television and Sony Television’s AXN and AniMAX channels in Japan. He is on the Board of the Cable Advertising Bureau and En Route, a leader in immersive video technology. Burns was a Fighter Pilot, U.S. Navy, USS John F. Kennedy, received his B.A. from Guilford College and a J.D. from the University of North Carolina School of Law. Winston Hodge brings over 35 years of professional computer, imaging, telecommunications and senior management experience to GMV. Hodge has a proven track of expanding a company's customer and technology base and increasing corporate

profits. His patents and technology advances are estimated to have produced over $6 Billion in revenue. Notable activities of his professional background include: Founder, Chairman of the Board and CTO for StreamGate, President of Hodge Computer Research Corp., Founder and Vice President of Engineering of International Peripherals and Computer Corporation (IPC), and co-founder of Great Western American Corporation. Hodge is widely known for his creative leadership in Interactive TV, VOD, and Pay Per View (PPV) systems. He helped develop the technology behind Spectravision Hotel PPV; was closely associated with Select TV (broadcast PPV working with Mr. Block); and was involved with many of the aircraft In-Flight Entertainment Systems (VOD) deployed throughout the world. He has provided leadership and architectural support to numerous companies including Sony, Eastman Kodak, IBM, Intel and Avicom. Hodge is a Member of the Society of Cable Television Engineers, Society of Motion Picture Engineers, Institute of Electrical and Electronics Engineers, and is author of numerous technology articles and books. In addition, he is a noted speaker, lecturer and holds multiple digital television and computer imaging patents. Hodge received his BA from Chapman University and pursued graduate studies at California State University Fullerton and University of California Los Angeles. Shirley Stone has a notable career that spans 20 years as a media sales executive in cable, print and Internet. She was one of the first half-dozen sales executives at MTV Networks before going to CNN. She was the first New York Sales Director for the Discovery Channel where she later served as Vice President, Eastern Region and Vice President, Business Development & Operations. She was a consultant in Sales and Marketing for the start-ups TV Food Network and the Prevue Network. She has prior print advertising sales experience with Reader’s Digest, Redbook and Cosmopolitan, and ad agency experience at Benton & Bowles, BBDO and N.W. Ayer. Stone holds an MBA in Marketing Research from Baruch University and a BBA in Marketing from Temple University. David Kol is a Partner in Global Media Ventures. Currently he handles day-to-day business development and new business evaluation for the GMV portfolio. Prior to GMV, he worked with Interactive Enterprises, a company that developed interactive services with Sony, Wink, Netcom, US West, and JskyB. Here, he evaluated new business and investment opportunities and oversaw research projects for new, emerging cable, telecommunications, Interactive TV and media companies. Kol has consulted on businesses and business plans for Keenan Ivory Wayans, The Incredible Christmas Store (Rockefeller Center), and Casting Connection, Inc. He was part of the original team that developed the business plans and strategy for QOL Media and Gaming Entertainment Media, new emerging lifestyle media brands. He received his degree in Communications from the University of California, Davis.

UK Budd Margolis, London Budd Margolis is President, MIT Consulting and one of the world’s leading experts in the business of global electronic retailing. Most recently, was at British Telecom where he served as Head of Shopping, BTopenworld. He has advised TVG, Stockholm, Kinnevik’s TV Shop Group TVSN, Sydney, San Diego-based Internet Shopping Network, LG Group’s LG Home Shopping in Seoul and GTECH, the lottery hardware and support company which operates national lottery operations in 49 countries. He has written numerous articles on Electronic Commerce including “The Future of Retailing” and “Interactive Retail and the Interactive Consumer” and has been a featured speaker on marketing and merchandising panels throughout Europe and Asia, for Reuters News Service and CNBC. He has held positions at Eurosport, BskyB and QVC, U.K. He was awarded a Cleveland area EMMY award for cultural programming. Margolis received his B.A. from American University and took courses at UCLA and the School of Visual Arts, New York. INDIA Mark Ackermoore, Dharamshala Mark has a diverse portfolio of skills and experiences that enable him to bridge the worlds of content, community and culture. He has eleven years experience in nonprofit organizing, including seven years living and working internationally, and fifteen years experience in the music industry, from production to retail. As the Founding Director of The Earthville Network, a nonprofit organization with projects in six nations, Mark has spearheaded projects to empower individuals and communities worldwide to cultivate peace and responsible global citizenship through service learning, cultural exchanges and the arts. He also brings extensive experience in land-based events and destinations, and has been responsible for several international projects that bring together media, activism and community organizing. He has produced events large and small, from concerts and festivals to conferences on education reform and interfaith dialog. Mark has also worked with: the Dalai Lama and the Tibetan Government in Exile; the US Public Interest Research Groups; the Education Commission of the States (ECS); the Governor of the State of Colorado; the Asia Society; the Langberg Foundation; WISDOM Media Group; several Internet businesses; numerous schools, colleges and nonprofit organizations; and countless artists and performers, including major-label recording artists. Mark earned a dual BA in Performance and Creative Production and in Political Studies from Pitzer College in Claremont, California.

SOUTH AFRICA Guy Lieberman, Johannesburg Guy Lieberman has, over the past ten years, been engaged in global social action leadership based in South Africa, India and Israel. Lieberman was Founding Partner and Director of the Dewachen Tibetan Cultural Centre, Johannesburg, South Africa - a Human Rights organization, including a responsible cultural business trade with Tibetan charitable institutions; a Human Rights awareness campaign; and hosting the visit of leading Tibetan Buddhist Lamas to South Africa for cross-cultural exchange. He was the Liaison to the visits of His Holiness the Dalai Lama to South Africa, including playing a key role in the meeting between HH the Dalai and President Nelson Mandela. Lieberman assisted in the establishment of and directed the PeaceJam Foundation, South African chapter. PeaceJam creates conferences with Nobel Peace Laureates and High school children, involving direct peace-making leadership training. Guy was the principal Co-coordinator of the visit of several Nobel Peace Laureates, including Betty Williams, Archbishop Desmond Tutu, Rigoberta Menchu Tum and HH the Dalai Lama. Lieberman was the Director of the African Continental Committee of the World Festival of Sacred Music, millennium initiative of HH the Dalai Lama, which followed directly after the Parliament of World‚s Religions, Cape Town, December, 1999. Lieberman has been acting as consultant for several conscious living programs for multiple media companies, including the Spirit Channel and Innergy, and is engaged in sourcing and presenting content for a global lifestyle market. He sits on several advisory boards for peace initiatives, including the Ohr Olam Project, Jerusalem, Israel, and Fuegatambor, Cartagena, Colombia. Initial Action Steps If WIN-TV agrees to the above, GMV will become a dedicated partner with the company and wants to share the work and the reward. Initially, after some additional, satisfactory due diligence with WIN-TV, meeting its team and after a successful review of its content, marketing and financing strategies, GMV is confident (but does not guarantee) that it can deliver the following, within the milestones below: Deliverable Date Review of Business Plan with suggestions In progress and input; revisions to business plan and financials Review of Financials with suggestions and In progress input Finalization of other necessary documents November 15 to satisfy investors, distributors and others Agreement for a minimum of 25 million 4- December 15 hour per day households on Satellite, Cable and Broadcast Television; similar agreement for a 24-hour channel TBD

Cable and Broadcast Television; similar agreement for a 24-hour channel TBD Agreement for an SVOD Platform to a February 15 minimum of 100,000 households Initial, Charter Advertising, Sponsorship Beginning one month following the launch and Commerce Revenues Management Advisory Services In progress Commitment of Team In progress (This is all subject to moving ahead as of October1st.) Gentlemen, we hope to proceed in this manner, and look forward to discussing this on Tuesday, September 16, 2003 at 3:00 pm. As you know, I am personally excited about working with you and your team. Warm Regards, Andy

WIN-Tv INVESTMENT FROM GLOBAL MEDIA VENTURES 09-12-03

by Gérard Angé on May 12, 2009

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WIN-Tv INVESTMENT FROM GLOBAL MEDIA VENTURES 09-12-03 — Document Transcript