MOJO SUPREME AND CBS MERGER AND ACQUISITION ANALYSIS

Part I – About this Report – p.1

Part II – About the Parties – p.2

Part III – Strategic Fits and Strategic Value – p.3

Part IV – Working Capital Requirements in Year 1 – p.20

Part V – Valuation and Strategic Options – p.21

- Valuation: Recent Deals and Sum of Parts Model – p.21
- Summary of Valuation Ranges – p.29
- Target Valuation Range – p.30
- Summary of Company’s Strategic Options – p.31

PART III - STRATEGIC FITS AND POTENTIAL STRATEGIC VALUE

From the onset, Mojo Supreme was set up as a diversified online media company
with interests in all of the areas that make up the sum of online advertising activity:
search, display/banners, classifieds/listings and video. Hitherto, search has
generated the lion’s share of online advertising on the web, but video is widely seen
as the next high growth sector within the online advertising industry. Regardless,
any media company that fails to develop a successful search strategy will be left
behind.

Its editorial philosophy strives to cover all of the major categories, particularly the
highest yielding ones such as automotive, entertainment, travel, health, etc.

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In fact, if you combine the two graphs above, you see that revenue by type and by
category is highly fragmented, so media companies need to be well positioned to
offer advertisers key verticals and all forms/type of advertising:

In Percentage % Display Spons- RichMedia Keyword Classified Email Lead

% orship Videos Gen.
22% 3% 7% 40% 18% 2% 8%
Automotive 16% 3.52% 0.48% 1.12% 6.40% 2.88% 0.32% 1.28%
Retail 14% 3.08% 0.42% 0.98% 5.60% 2.52% 0.28% 1.12%
Entertainment 7% 1.54% 0.21% 0.49% 2.80% 1.26% 0.14% 0.56%
Health 6% 1.32% 0.18% 0.42% 2.40% 1.08% 0.12% 0.48%
Food/Beverage 6% 1.32% 0.18% 0.42% 2.40% 1.08% 0.12% 0.48%
Financial 5% 1.10% 0.15% 0.35% 2.00% 0.90% 0.10% 0.40%
Home 5% 1.10% 0.15% 0.35% 2.00% 0.90% 0.10% 0.40%
Telecoms 5% 1.10% 0.15% 0.35% 2.00% 0.90% 0.10% 0.40%
Personal 4% 0.88% 0.12% 0.28% 1.60% 0.72% 0.08% 0.32%
Other 32% 7.04% 0.96% 2.24% 12.80% 5.76% 0.64% 2.56%

In Millions of $ Display Spons- RichMedia Keyword Classified Email Lead

% orship Videos Gen.
$ 3,685 $ 496 $ 1,192 $ 6,799 $ 3,059 $ 338 $ 1,310
Automotive 16% $ 590 $ 79 $ 191 $ 1,088 $ 489 $ 54 $ 210
Retail 14% $ 516 $ 69 $ 167 $ 952 $ 428 $ 47 $ 183
Entertainment 7% $ 258 $ 35 $ 83 $ 476 $ 214 $ 24 $ 92
Health 6% $ 221 $ 30 $ 72 $ 408 $ 184 $ 20 $ 79
Food/Beverage 6% $ 221 $ 30 $ 72 $ 408 $ 184 $ 20 $ 79
Financial 5% $ 184 $ 25 $ 60 $ 340 $ 153 $ 17 $ 66
Home 5% $ 184 $ 25 $ 60 $ 340 $ 153 $ 17 $ 66
Telecoms 5% $ 184 $ 25 $ 60 $ 340 $ 153 $ 17 $ 66
Personal 4% $ 147 $ 20 $ 48 $ 272 $ 122 $ 14 $ 52
Other 32% $ 1,179 $ 159 $ 381 $ 2,176 $ 979 $ 108 $ 419

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According to Jupiter Research, between 2006 and 2009, advertising will grow fastest
in the categories of:

1. Health (19.7%)
2. Travel (18.3%)
3. Household Goods (15.1%)

By 2009, in the US, the biggest total dollar amounts will be spent in the following
categories:

1. Media and Entertainment ($2B)

2. Financial Services ($1.7B)
3. Automotive ($1.4B)
4. Travel ($1B)

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WATCHMOJO.COM

Mojo Supreme’s core competency is the production, publishing and syndication of

low-cost, high-quality original video content for broadband platforms, including web,
wireless and out-of-home digital networks. It reinforces this competitive advantage
through the use of a blog network and other text-based media publications and
makes itself more attractive to potential partners by also offering solutions in search
and classifieds. But clearly the bulk of the immediate, short-term, tangible value for
CBS lies in WatchMojo.com’s (http://www.WatchMojo.com) fast-growing library of
high-quality, professional, ad-friendly, informative, entertaining and most
importantly, evergreen video content that advertisers look for.

 Size of Video Market

Suffice to say, projections for web video advertising have mushroomed in the past
three years.

An estimate of the online video ad market for 2009 - set in 2004: $657 million |
Source.
An estimate of the online video ad market for 2009 - set in 2005: $1.5 billion |
Source.
An estimate of the online video ad market for 2010 - set in 2006: $2.3 billion |
Source.
An estimate of the online video ad market for 2010 - set in late 2006: $3 billion |
Source.
An estimate of the online video ad market for 2011 - set in 2007: $4.3 billion |
Source.
An estimate of the online video ad market for 2011 - set in 2007: $10 billion |
Source.

In fact, the most recent, bullish estimates per advertising on internet TV channels
could yield worldwide revenues of up to $10 billion in 2011, according to a report
from Understanding & Solutions.

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That would make up 18 percent of what the forecast says will be a $60 billion
internet advertising industry by then. Online TV ads contributed just $400 million in
revenue in 2006, part of a $25 billion worldwide web advertising industry, with an
estimated $750M forecast for 2007 revenue, or a rise of 85%.

 Why Traditional TV Networks Need a Made-for-Internet Video

Content Strategy

TV advertising in the US alone was a $57B industry in 2005, set to grow to $73B by
2009. In all, revenues from offline represent an $184B market in the US alone, with
estimates pegging it at $230B by 2009.

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The Web remains a tiny advertising market, but efficiencies in online advertising
and marketers’ pursuit of consumers to the web means that online advertising will
invariably outgrow all other media.

Our estimates suggested that online ads would outgrow TV advertising by 2021
(http://www.watchmojo.com/web/blog/?p=1680). Not to be outdone, venerable
private equity bank VSS projects that to occur by 2011
(http://www.watchmojo.com/web/blog/?p=1949).

As such, the winners in the online video space, over time, will not be TV companies,
because like print media firms, these will seek to protect their offline business.

Moreover, user-generated content has not and will not attract advertisers. In fact,
despite the hype, UGC will only represent a $2.15B advertising market by 2010.

In 2006, ad spending on US social networking sites is expected to spike to $865

million from $350 million in 2006, according to eMarketer’s just-released report,
Social Network Marketing: Ad Spending Update. By 2010, eMarketer estimates,
spending will hit $2.15 billion.

Video, by comparison, will represent a market that will generate anywhere from
$4.3 to $10B by 2010. So if UGC content (including text, images, etc) will only
account for $2.15B by 2010, and TV companies will repeat print companies’ mistake
and not move online, naturally made-for-Internet video content will prevail.

 Value Creation in Web Video Advertising is a $150B Opportunity

In fact, if the high end forecast for video advertising proves to be true, then it could
be argued that within 3 years, the value up for grabs in terms of market
capitalization is $150B. The reason for argument is simple: in 2006, Google
generated $10B in sales (with 2007 sales pegged at $15B) and boasted a market
cap of $150B. As such the total market valuation up for grabs in terms of video
content and advertising could be projected at $150B, too. Naturally, content alone
is not going to command a lion’s share of that value creation, but the right content
leveraged off a large enough user base, combined with advertising relationships
could in fact represent the brass ring of the next great area of growth of online
advertising, which all accounts suggest is video advertising.

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The Web has largely seen search ads benefit from the shift of advertising dollars
online, which accounts for 40% of the total online advertising pie.

Increased broadband access, more video consumption, continuing shift of global

advertisers online suggest that video advertising will surpass even banner/display
ads over the upcoming years.

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  Why CBS and Mojo Supreme are a Great Fit

According to comScore, CBS’ US network of Internet properties reached 23M unique

monthly users during July 2007.

But more importantly, CBS has embraced an open distribution strategy. According
to MultiChannel News:

CBS television content will be available through 400 sites on the Internet by
the fall, according to executives from the broadcast network's interactive
division.

"CBS is all about open, nonexclusive partnerships," CBS Interactive president

Quincy Smith said. "Just CBS.com is not the answer" to reaching viewers, he
added, so the network is devoted to going out where the viewers are, not
forcing them to CBS.com.

The network already partnered with 24 sites including TV.com, Comcast's The
Fan, Slingbox and Brightcove to offer clips and other CBS content.

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 Those have already resulted in a huge lift in unique viewership to CBS.com --
from 21 million unique users per month in May to the current 134 million --
from people linking in from partners.

Each partner is displaying the content in a way that best suits its
demographic, CBS executives said. For instance, Comcast's users are more
affluent and highly educated than the norm for Web users, so that site will
pick clips that speak to that audience.

But, the challenge and opportunity for CBS is not in promoting its high-
quality, TV content, but rather, developing low-cost, high-yield, evergreen
and advertiser-friendly content for web publishing and syndication so that
it positions itself to generate substantial revenues from online advertising
while mitigating the risk of cannibalizing its offline revenues.

Why WatchMojo.com is drawn to CBS is simple: while it’s true that to some extent, a
deportalization trend is occurring, the fact remains that promising content
companies are better off in the hands of large companies. Yes, the concentration in
terms of ad dollars has fallen but it remains quite high:

And, pricing models are positioning well for video advertising to explode:

Using comScore’s data on video consumption on the Web

[http://www.comscore.com/press/release.asp?press=1529], which found the
following:

• Online viewers watched an average of 158 minutes of streaming video per

streamer.
• The average video stream duration was 2.5 minutes.
• Nearly three out of four (74.3 percent) U.S. Internet users streamed video
online.

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 • More than one out of three (35 percent) U.S. Internet users streamed video
on YouTube.com.
• The average online video viewer consumed 63 video streams, or more than
two per day.

Clearly, users are consuming video content online. The problem, for CBS
as with all traditional TV content creators, is that by putting more content
online, they gain a larger share of the smaller online advertising pie at the
expense of the cannibalized – and much larger – TV advertising pie. This is
exactly what happened to print companies.

In fact, CBS is doing well online, but it is trailing Time Warner, Disney, NBC, News
Corp. and Viacom in terms of digital revenue.

According to CBS Corporation CEO Leslie Moonves, via Paidcontent

(http://www.paidcontent.org/entry/cbs-expects-to-generated-hundreds-of-millions-in-
digital-revenue-next-year/), in 2006:

“We continue to find new platforms to stream our hit content. We’re already
offering many of our shows on Google Video, Apple iTunes, Amazon.com, and
AOL. Plus we began offering free next-day streaming of 12 primetime series
on Innertube, our own entertainment website. We have streamed more
than 2 million episodes of our shows so far this season and over 3
million related videos. These numbers continue to grow week over week.
... We’re also serving up record numbers of users and viewers with CBS News
online and the Evening News on demand. Not only does this reflect improved
penetration with younger demos, it also positions CBS News as a trusted
information source for younger audiences as they form primary media
consumption habits online.”

Admittedly, that is a quote from 2006.

But let’s revisit the comScore data from May 2007, if we extrapolate those figures
onto CBS’ properties, the sheer strategic value is considerable (next page):

Specifically, the data stated that:

• Line 2: Nearly three out of four (74.3 percent) U.S. Internet users streamed
video online.
• Line 4: The average online video viewer consumed 63 video streams, or more
than two per day.

Projecting industry-wide data, CBS’ audience would consumer 1B video streams

each month if CBS had the content online to satisfy their needs. Compare that with
Mr. Moonves statement that “We have streamed more than 2 million episodes of our
shows so far this season and over 3 million related videos,” and you realize the
need for video online is considerable.

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Now let’s estimate that conservatively, only 20% of those 1B streams will come
from WatchMojo.com’s content, even so, the analysis suggests that CBS could
generate $44M in annual revenues from monetizing WatchMojo.com’s content.

What is the Added Value of WatchMojo.comAlone to a Major Media Company?

1 Unique Users per Month on CBS(comScore, July 2007) 22,580,000
2 Percentage who will watch video 74.3%
3 Number of Video Viewers 16,776,940
4 #of Videos Average Viewer watches/month 63
5 Total videos streamed 1,056,947,220
6 %of Videos streamed fromWM' Library 20%
7 Total Videos streamed fromWM's Library 211,389,444
8 Frequency of Pre-Roll Advertising Sold 25%
9 Total #of Video Ad Streams 52,847,361
10 Average CPM for Video Ads $ 30.00
11 Pre-Roll Ad Revenue/Month $ 1,585,421
12 Display/Banner Ad Impressions 422,778,888
13 Average CPM for Display/Banner Ads $ 5.00
14 Display/Banner Ad Revenue/Month $ 2,113,894
15 Total Monthly Revenue on CBSProperties $ 3,699,315
16 Total Revenue / Year on CBSProperties $ 44,391,783

More importantly, not only could it syndicate these more aggressively throughout its
syndication network, but it could bolster its own destination’s place amongst
the Top 10 video consuming properties, something that it currently fails to
do:

The reason for that, clearly, is not that CBS.com audience is not interested
in videos, it is that CBS does not have enough content for web
consumption.

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The purpose of our analysis is to explain why Mojo Supreme’s management is
interested in selling to a media company:

- with a large audience,

- whose audience has a high broadband penetration rate,
- that understands the complexities of video online,
- that has an established base of large advertisers,
- that is looking to further bolster its Made-For-Internet content offerings
to users both on and off its proprietary websites, as CBS has
demonstrated via its acquisition of Wallstrip and through the development
of the CBS Interactive Network.

Clearly WatchMojo.com’s potential would be maximized much faster by being a part

of a larger media company, and not by raising funds to grow as a stand-alone. This
is simply a matter of scaling faster and leveraging CBS’s strengths to conquer the
original video market. In fact, there are many more areas with strategic fits within
Mojo Supreme’s vast arsenal of content and applications.

But management is willing to raise capital, too. It should be noted, WatchMojo.com

has revenue agreements in place with 30 of the largest video watching destinations,
meaning that even in a standalone strategy, WatchMojo.com will not only generate
ad revenues on WatchMojo.com alone but also share in revenue with some of the
larger video destinations online. As TV advertising dollars shift to the Web,
WatchMojo.com is uniquely positioned to generate substantial advertising dollars.
The uncertainty, frankly, is time and the speed at which the file sharing destinations
will ramp up their own sales force.

Nonetheless, as a stand-alone company, WatchMojo.com anticipates a strong

syndication business as a shortage of premium, ad-friendly, evergreen content
creates a lot more demand for its content.

Moreover, in an acquisition scenario, WatchMojo.com’s syndication reach (which

reaches over 95% of the Web’s video watching audience) provides CBS with the
additional ability to generate revenues both on CBS and across the Web on the most
highly-trafficked video web properties.

In fact, leveraging CBS’ advertiser relationship, management is confident that we

can create a content-driven syndication business that could embed video
advertising and drive these bundled packages on the leading video viewing
audiences, sharing revenue with partners.

In such a scenario, CBS’ advertiser relationships could drive far more value out of
the syndication business, so the total potential revenue from WatchMojo.com is
greater than outlined above.

Additionally:

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WatchMojo.com boasts about 100-200 clips in Spanish and English, there is a major
opportunity to use Montreal as a springboard to create multilingual videos and cross
promote them globally.

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STREETMOJO.COM

StreetMojo.com (http://www.StreetMojo.com) is a community that provides

consumers looking for free stuff with sweepstakes, prizes and contests, connecting
them with marketers who are looking to reach end users and provide them with the
opportunity to enter sweepstakes. Users can login to see the latest offers, browse
by category, tags etc., and we send out daily or weekly emails with the latest.

While we are confident that a community of contest seekers is a priceless asset, the
major upside in StreetMojo.com is creating similar communities connecting:

- SUPPLY: people and organizations on one side who have expertise, products
and services to offer; with
- DEMAND: people and organizations on another side who are looking for such
expertise, products and services.

Verticals worth developing include:

- Technology
- Finance
- Automotive
- Travel

Effectively, we would be creating targeted listings business. Note that

Craigslist.org, for example, has 15M users (according to internal stats) who
generate 5B page views per month, with 750,000 new job listings and 14M
classified ads each month. For our previous analysis of what Craigslist.org could be
worth if maximized, visit our company blog here
[http://www.watchmojo.com/web/blog/?p=1378].

In essence, we would leverage StreetMojo.com to hatch several contextual

Craigslist.org’s with new Business to Consumer applications.

Additionally:

StreetMojo.com’s core application has been modified to

- Provides free classifieds, matching people based on categories and region,

both in a log-in interface and via emails. We’ve yet to launch this, but the
application is ready to go. How this differs from what we outline and propose
above is that classifieds would be mainly a Consumer to Consumer
application with some Businesses using the application.

- Operate as a social bookmarking application where people can login

or receive emails on stories that others have added. We’ve yet to
launch this, but the application is ready to go.

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BLOGGERMOJO.COM

BloggerMojo.com is a network of 17 category-based blog, covering the following

blogs:

> ArcadeMojo.com :|: Comics & Video Games

> AceMojo.com :|: Gambling & Poker
> DriveMojo.com :|: Cars & Bikes
> EscapeMojo.com :|: Travel
> FashionMojo.com :|: Fashion, Trends & Style
> FlickMojo.com :|: Movies and Television
> FoodMojo.com :|: Wine and Dine
> HipMojo.com :|: Internet, Video, Search, Advertising Business Strategy
> JuniorMojo.com :|: Children and Parenting
> MDMojo.com :|: Health & Fitness
> SoundMojo.com :|: Music
> SpaceMojo.com :|: Space and Science
> StudentMojo.com :|: Education
> WarMojo.com :|: Sports
> WorldMojo.com :|: Economy & Politics

Some of these blogs are nascent and small, but they provide an intuitive way to
manage its team of writers and editors and reduce the loss of traffic it and other
major portals have seen to blogs.

METAMOJO.COM

MetaMojo.com runs two search properties:

- Vertical Search for Text Content, which retrieves high-quality, best-of-breed,

authoritative contextual search results, these could be added to Search.com
to improve the relevance of results.

- Meta Search for Video, retrieving results from Blinkx, Pixsy, Youtube,
Metacafe, AOL and many more. The results are very relevant and allow CBS’s
audiences to get the top results from the major search providers.

By the looks of it, CBS has been convinced of the merits of search advertising,
partially due to its hiring of Patrick Keane – formerly of Google – as executive vice
president and chief marketing officer of CBS Interactive. The network bought all
possible keywords, such as series' stars’ names, to maximize searches for their fall
shows on the various sites.

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But it remains unclear how CBS Interactive plan to generate meaningful search
revenues, considering that it accounts for 40% of online advertising, which equaled
nearly $7B in the US in 2006, $10B globally, and on pace to command north of $20B
per year by 2010.

According to some recent reports, 1% market share represents $1B in market value,
creating an incentive for the parties to collaborate on creating a new paradigm in
search. Since distribution is essential in search, it is foolish not to leverage CBS’
25M users to capture some market share and in turn, revenues.

Additionally:

Even if CBS intends on doing nothing with MetaMojo.com in favor of partnerships

with the existing search giants, there is a considerable opportunity to strike major
revenue deals with search companies.

MEDIA PROPERTIES

In addition to the blog networks, Mojo Supreme has identified a few categories and
developed media properties.

- AxeMojo.com is a music site with a rock and roll focus. Given CBS’s penchant
for radio and music, this is a site with some upside that could become a
favorite of advertisers. There would be a case for merging SoundMojo.com’s
rock section with AxeMojo.com, which is more of an archive of biographies,
profiles

- GuideMojo.com is a travel directory listing the essential websites for both

leisure and business travelers on including official city and tourism websites
along with websites from each city's newspapers, colleges, sports clubs,
museums, airports and other related sources. We have begun to add video
profiles for about 50 of the 300 cities profiled, with plans to complete all cities
by December 2008. We have also began to experiment with classifieds.

- TenMojo.com is, according to Christian Science Monitor, “Think of it as an

almanac of the arbitrary. At TenMojo.com you'll find a remarkable
aggregation of Top 10 lists - soccer rankings, honeymoon spots, and tax
deductions, sure, but also cat names, best rock movies, outrageous
statements, and other compilations you never considered. Each list is
sourced; you make the call regarding credibility. Then start drafting Top 10s
of your own."

TenMojo.com is arguably one of the more interesting wild cards

because it can become a type of Wikipedia.org of Reference Top 10
lists if we export the content into a Wiki site and allow CBS’s
passionate users to become de facto editors and contributors to add

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 and update new and existing Top 10 lists in real time.

If nothing else, getting CBS’s writers and editors and Mojo Supreme’s
contributors to further aggregate Top 10 lists from all over the Web (and
properly credit and link back to the underlying source) makes for a very
“sticky” property.

As it stands now, TenMojo.com is the largest online collection of Top 10 lists

on Cars, Business, Film, Geography, Health, History, Knowledge, Music, Sports
and Travel. Top 10 Reference lists.

But this one little site perfectly demonstrates Mojo Supreme’s desire to sell.
It’s just not about money, it’s about making the individual properties and
applications all that they can be, as fast as possible, on a greater platform
that could make them bloom.

All of these three could leverage Wiki software and open up to CBS’s 23M base to
scale.

Finally, we currently have RawMojo.com and WhyMojo.com which are, respectively:

- WhyMojo.com: A media property with advice, tips and information for aspiring
business leaders of tomorrow, broken up with content on social skills, career
advice and academic advancement.

- RawMojo.com: The online home of Alexander the Great, this media property
provides a first-person narrative into the life and times of the greatest secular
figure throughout history.

In fact, the former is the content of founder Ashkan Karbasfrooshan’s first book,
called Course To Success: Everything You Need to Succeed Beyond School and
second book, called The Confessions of Alexander the Great: 33 Lessons in
Greatness. The books, while not part of Mojo Supreme, can be included in some
form of deal, especially in light of CBS’ Publishing units. In fact, we have an entire
array of book projects waiting to see the light of day.

INTANGIBLES:

Indeed, in addition to examining publishing revenue streams, be it in print or

ebooks, there are other areas worth exploring, in addition to:

- CBS/Mojo Supreme – TradeMojo.com, a social network in pre-planning for the

publishing community. I had previously emailed CBS’ Simon Schuster Digital
about this.

CBS mandated TurnHere to produce videos for its authors. This is something we can
complement or take over.

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Other areas include:

- CBS/Mojo Supreme Movies

Mojo Supreme’s creative team have a history of development of short and long form
video content that could serve as a springboard into motion pictures, for distribution
online or offline.

- CBS/Mojo Supreme Radio

CBS is one of the largest radio companies in the world. Having been involved with
AskMen Radio’s efforts as well as experiences with producing radio shows in
lifestyle, sports and general men’s entertainment, it would be worthwhile to
consider all options for content and tie-in’s with online and offline areas.

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