Global Media Ventures

a proposalto

Gerard AngeEd Shapiro

Charles Rudkin

September 12, 2003

Global Media Ventures, LLC9000 Crow Canyon Road

Suite S, #221Danville, California 94506

andy@globalmediaventures.com

Overview

WIN-TV wants to launch a 24-hour channel of content, marketing, events andtransactions in 2004, centered on the culture, lifestyle, entertainment and information ofthe 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 withfunding, distribution, marketing, branding, channel development, production,transmission, sponsorship and merchandising. Global Media Ventures wants to partnerwith 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, financialsand video material, has met with the founders and reviewed the supporting presentationmaterials.

GMV is strongly convinced that the Channel’s core category is a strong and a highlydifferentiated one. There is clearly no media, marketing and merchandising brand in thespace 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 sucha worldwide media organization.

We have considered the vision and strategy you have shared with us as well as given theopportunity considerable thought.

We believe there needs to be discussion about the size, attitudes and behaviors of thetarget audience, distribution platform opportunities, staging and realities, fundingstrategy, available content quality, quantity and packaging, production needs andtransmission assumptions,

GMV believes that it can be a valuable, asset-delivering partner to WIN-TV and canprovide deep industry experience, funding, greater speed to market, accelerate itsdevelopment, launch and scale and minimize expenses.

This will allow The Channel to focus primarily on content and strategic core categorydevelopment, the high value areas that are unique to its efforts and which provide thefoundation for the services GMV can provide. In this way, WIN-TV will be better-poisedto 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 andentertainment industry executives from within the business areas in which GMV isfocused.

GMV desires to become a partner with WIN-TV to help it to realize its potentialthrough 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, amanagement fee, success-based distribution fees, a success-based commission on anyfunding it secures and success-based commissions on the revenues it brings to thebusiness.

Recommendations

We are suggesting that we enter into an agreement to provide the services referencedabove.

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 entertainmentbusiness models together with a strong ability to monetize increasing personal mediabehavior through video on demand, broadband and interactive television platforms asthey develop.

We will work with you to determine the best strategy and execution of securingdistribution, both domestically and internationally. As we have shared, this needs to bewell thought-out and staged in a reasonable way.

As part of the overall distribution effort, GMV may be in a position to provide valuabledistribution 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 andadditional production activities and a team of industry professionals to get behind theplan.

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. Welove the project and love the potential.

GMV will provide the following services and will be compensated as indicated:

Service Specifics CompensationOverall ManagementConsulting andStrategic and BusinessDevelopment

GMV provides comprehensiveevaluation of and developmentservices for all aspects of thebusiness (identified below) and thefinancials and is a part of WIN-TV’sTeam

GMV is paid a monthlyManagement Fee to benegotiated

Distribution (Satellite,Cable, Broadcast,SVOD, Other)

GMV provides strategicdevelopment and help withexecution of the distribution plan,both domestically andinternationally

A Distribution Fee tobe determined

Funding Consultation GMV will advise regarding bestfunding options and introducepotential investors and financingopportunities

GMV is paid aconsulting fee equal to7% of the grossamount it has brought,at closing

Advertising, DirectResponse andSponsorship Revenues

GMV provides sponsorshiprevenues to WIN-TV

A guarantee of$100,000, annually,against 15% of grossrevenues it provides,whichever is higher

Commerce(MerchandisingRevenues)

GMV provides revenues from thesale of products and services

A guarantee of$100,000, annually,against 15% of grossrevenues it provides,whichever is higher

Operation(Transmission, Uplink,Playback, Technology)Services

GMV provides the solution for andmanagement of full services in thetransmission of the network andinfrastructure for the revenuebusinesses

To be determined

Marketing GMV develops and executesconsumer and trade marketingservices, research, promotion,public relations

$10,000 per month forPublic Relations(approximately); Othermarketing services tobe determined

Program SyndicationFees

GMV manages the facilitation ofprogramming distributionrelationships domestically andinternationally

To be determined

Video ProductionServices

GMV provides production and post-production services

To be determined, andif necessary

Executive Staffing GMV identifies, evaluates, andproposes executives that are hiredby WIN-TV

15% of first year’s cashcompensation

Overall Partnering GMV dedicates its team and effortsto WIN-TV as a major prioritywithin its portfolio

GMV will be awarded15% founders equity inthe business and hasthe option of takinga board position.

Core Team

The GMV Team is a family of media, entertainment and technology veterans with apassion for excellence, a need to find mega-creative solutions and the drive for categoryleadership 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 VideoEnterprises.

The GMV Team is a family of media, entertainment and technology veterans with apassion for excellence, a need to find mega-creative solutions and the drive for categoryleadership in the marketplace.

We have been part of the start-up teams of Nickelodeon, Arts & Entertainment, MTVWisdom Media Group, The Movie Channel, The Box and U.S. West’s Interactive VideoEnterprises.

We’ve been part of the growth of businesses like media, entertainment andcommunications companies: AOL Time Warner, Disney, British Telecom,Paramount Television, Columbia Pictures Television, Capitol Records, PlayboyEnterprises, DreamWorks, KingWorld and Wisdom Media Group; networks including

ABC, NBC, CBS, ESPN, CNN, Discovery Channel, HBO, QVC UK, Showtime, AnimalPlanet and Food Network; film and homevideo companies: MGM/UA, ParamountStudios, Universal Studios, LucasFilm and Warner, Paramount, HBO and DisneyHomevideo; technology companies: SpectraVision, SelecTV, GE AmericanCommunications, 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 RBSVideo, TVSN, Sydney, Kinnevik’s TVG, Stockholm, Comcast International, CapitolRecords International and Microsoft.

US

Andrew H. Orgel is Chairman and CEO, Global Media Ventures and ManagingPartner, KO Ventures and head of its media group. Orgel is a media veteran with over25 years of experience in the startup and management of leading, innovative mediabrands in the U.S., Canada and the U.K. He is recognized for building strongorganizations, creative and visionary content, and for his marketing and managementexpertise in building industry-dominant consumer brands. He served as Vice President,Sales & Marketing of Nickelodeon, MTV, and The Movie Channel (originally owned byWarner Communications and American Express, now by Viacom), the original VicePresident, 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 VideoJukebox Network, the first interactive television network, which he later repositionedand branded “The Box,” (now owned by MTV Networks). Orgel co-foundedInteractive Enterprises, an interactive media company which created personal mediaproperties with companies including Sony Pictures Television, JskyB (Newscorp) andWink Communications (now Liberty Media). Interactive Enterprises joined with USWest (now Qwest) to create Interactive Video Enterprises where he developed a suiteof television services for digital broadband delivery. These services were developed withmajor retailers, manufacturers and telecommunications companies. He most recentlywas President and COO of Wisdom Media Group, where he led the company’sTelevision, 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 mediabusinesses. He has been labeled by Success Magazine as “the man who made TVinteractive.” He received his B.S. in Television and Radio from Ithaca College. Orgelserves on the boards of QOL (Quality of Life) Media Inc., Channel Lab, GamingEntertainment Media, Inc. and MediaOne Services. He advises emerging non-profitmedia organizations including TV Mentor, Listen4Life and Channel G.

Lee Helper is the founder and the Chairman of EMbizImpact, Inc., a strategic businessdevelopment firm that specializes in engineering business development and growth forestablished and merging entertainment, media and technology-focused companies and ofChannel Lab, an incubator of new television channels. With over 26 years of

professional strategic business consulting and development experience, Helper hasspanned the areas of media, entertainment, general business, government, Wall Streetand consumer products. He has played a key strategic and problem-solving consultingrole 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, InterArteEntertainment, Speedvision, Outdoor Life, Discovery Communications/Networks, TheSundance Channel, F/X, King World, Nashville Network, TNT, Lifetime, ACTV, PostNewsweek, Request TV, The Disney Channel, NBC International, Sony’s Game ShowNetwork and Cable Health Club. He has also played a key strategic business consultingand development role for such high profile companies and organizations as University ofCalifornia Regents DIMI Institute, OpenTV, National Geographic Television, TheInternational 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 forInteractive Media (AIM), Interactive Digital Software Association (IDSA)/E3, InteractiveAdvertising Bureau (IAB), Digital Coast Roundtable, National Association of RecordedMerchandise (NARM), Silicon Graphics / Netscape / Sun Microsystems-sponsoredWebINNOVATION among others. He also played a lead and instrumental role in thesuccessful launches of such hit television properties as "Oprah", all three "Star TrekNext Generation" series, "Jeopardy!", "Wheel Of Fortune", "Fraser," and over 14 otherhit network and syndicated series. EMbizImpact has very rapidly evolved into anacknowledged leader in the development and launching of media businesses on allplatforms and, as such, is designed to be the most focused organization of its kind withextensive key-industry relationships and a team of top-tier, specialized consultants. Thefirm's client’s roster includes a cross-section of next generation, convergingentertainment, media, technology, service companies and industry-defining associationsand 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 televisionguide, where he was responsible for business planning, funding, IPO facilitation, productdevelopment, marketing, sales, engineering, product planning and development for thecable, telecommunications, consumer electronics, satellite and direct distributionchannels. He was Senior Vice President, Affiliate Sales and Marketing, ShowtimeNetworks (now Viacom). He has consulted for start-up and early operating companiesincluding Game Show Network, Wisdom Television and Sony Television’s AXN andAniMAX channels in Japan. He is on the Board of the Cable Advertising Bureau and EnRoute, a leader in immersive video technology. Burns was a Fighter Pilot, U.S. Navy, USSJohn F. Kennedy, received his B.A. from Guilford College and a J.D. from the Universityof 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 proventrack of expanding a company's customer and technology base and increasing corporate

profits. His patents and technology advances are estimated to have produced over $6Billion in revenue. Notable activities of his professional background include: Founder,Chairman of the Board and CTO for StreamGate, President of Hodge ComputerResearch Corp., Founder and Vice President of Engineering of International Peripheralsand Computer Corporation (IPC), and co-founder of Great Western AmericanCorporation. Hodge is widely known for his creative leadership in Interactive TV, VOD,and Pay Per View (PPV) systems. He helped develop the technology behindSpectravision Hotel PPV; was closely associated with Select TV (broadcast PPV workingwith Mr. Block); and was involved with many of the aircraft In-Flight EntertainmentSystems (VOD) deployed throughout the world. He has provided leadership andarchitectural support to numerous companies including Sony, Eastman Kodak, IBM, Inteland Avicom. Hodge is a Member of the Society of Cable Television Engineers, Societyof Motion Picture Engineers, Institute of Electrical and Electronics Engineers, and isauthor of numerous technology articles and books. In addition, he is a noted speaker,lecturer and holds multiple digital television and computer imaging patents. Hodgereceived his BA from Chapman University and pursued graduate studies at CaliforniaState University Fullerton and University of California Los Angeles.

Shirley Stone has a notable career that spans 20 years as a media sales executive incable, print and Internet. She was one of the first half-dozen sales executives at MTVNetworks before going to CNN. She was the first New York Sales Director for theDiscovery Channel where she later served as Vice President, Eastern Region and VicePresident, Business Development & Operations. She was a consultant in Sales andMarketing for the start-ups TV Food Network and the Prevue Network. She has priorprint advertising sales experience with Reader’s Digest, Redbook and Cosmopolitan, andad agency experience at Benton & Bowles, BBDO and N.W. Ayer. Stone holds an MBAin Marketing Research from Baruch University and a BBA in Marketing from TempleUniversity.

David Kol is a Partner in Global Media Ventures. Currently he handles day-to-daybusiness development and new business evaluation for the GMV portfolio. Prior toGMV, he worked with Interactive Enterprises, a company that developed interactiveservices with Sony, Wink, Netcom, US West, and JskyB. Here, he evaluated newbusiness and investment opportunities and oversaw research projects for new, emergingcable, telecommunications, Interactive TV and media companies. Kol has consulted onbusinesses and business plans for Keenan Ivory Wayans, The Incredible Christmas Store(Rockefeller Center), and Casting Connection, Inc. He was part of the original team thatdeveloped the business plans and strategy for QOL Media and Gaming EntertainmentMedia, new emerging lifestyle media brands. He received his degree in Communicationsfrom the University of California, Davis.

UK

Budd Margolis, London

Budd Margolis is President, MIT Consulting and one of the world’s leading experts in thebusiness of global electronic retailing. Most recently, was at British Telecom where heserved as Head of Shopping, BTopenworld. He has advised TVG, Stockholm, Kinnevik’sTV Shop Group TVSN, Sydney, San Diego-based Internet Shopping Network, LGGroup’s LG Home Shopping in Seoul and GTECH, the lottery hardware and supportcompany which operates national lottery operations in 49 countries. He has writtennumerous articles on Electronic Commerce including “The Future of Retailing” and“Interactive Retail and the Interactive Consumer” and has been a featured speaker onmarketing and merchandising panels throughout Europe and Asia, for Reuters NewsService and CNBC. He has held positions at Eurosport, BskyB and QVC, U.K. He wasawarded a Cleveland area EMMY award for cultural programming. Margolis received hisB.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 theworlds of content, community and culture. He has eleven years experience in nonprofitorganizing, including seven years living and working internationally, and fifteen yearsexperience in the music industry, from production to retail. As the Founding Director ofThe Earthville Network, a nonprofit organization with projects in six nations, Mark hasspearheaded projects to empower individuals and communities worldwide to cultivatepeace and responsible global citizenship through service learning, cultural exchanges andthe arts. He also brings extensive experience in land-based events and destinations, andhas been responsible for several international projects that bring together media,activism and community organizing. He has produced events large and small, fromconcerts and festivals to conferences on education reform and interfaith dialog. Markhas also worked with: the Dalai Lama and the Tibetan Government in Exile; the USPublic Interest Research Groups; the Education Commission of the States (ECS); theGovernor of the State of Colorado; the Asia Society; the Langberg Foundation;WISDOM Media Group; several Internet businesses; numerous schools, colleges andnonprofit organizations; and countless artists and performers, including major-labelrecording artists. Mark earned a dual BA in Performance and Creative Production and inPolitical 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 actionleadership based in South Africa, India and Israel. Lieberman was Founding Partner andDirector of the Dewachen Tibetan Cultural Centre, Johannesburg, South Africa - aHuman Rights organization, including a responsible cultural business trade with Tibetancharitable institutions; a Human Rights awareness campaign; and hosting the visit ofleading Tibetan Buddhist Lamas to South Africa for cross-cultural exchange. He was theLiaison to the visits of His Holiness the Dalai Lama to South Africa, including playing akey role in the meeting between HH the Dalai and President Nelson Mandela.Lieberman assisted in the establishment of and directed the PeaceJam Foundation, SouthAfrican chapter. PeaceJam creates conferences with Nobel Peace Laureates and Highschool children, involving direct peace-making leadership training. Guy was the principalCo-coordinator of the visit of several Nobel Peace Laureates, including Betty Williams,Archbishop Desmond Tutu, Rigoberta Menchu Tum and HH the Dalai Lama. Liebermanwas the Director of the African Continental Committee of the World Festival of SacredMusic, millennium initiative of HH the Dalai Lama, which followed directly after theParliament of World‚s Religions, Cape Town, December, 1999. Lieberman has beenacting as consultant for several conscious living programs for multiple media companies,including the Spirit Channel and Innergy, and is engaged in sourcing and presentingcontent for a global lifestyle market. He sits on several advisory boards for peaceinitiatives, 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 thecompany 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 reviewof its content, marketing and financing strategies, GMV is confident (but does notguarantee) that it can deliver the following, within the milestones below:

Deliverable DateReview of Business Plan with suggestionsand input; revisions to business plan andfinancials

In progress

Review of Financials with suggestions andinput

In progress

Finalization of other necessary documentsto satisfy investors, distributors and others

November 15

Agreement for a minimum of 25 million 4-hour per day households on Satellite,Cable and Broadcast Television; similaragreement for a 24-hour channel TBD

December 15

Cable and Broadcast Television; similaragreement for a 24-hour channel TBDAgreement for an SVOD Platform to aminimum of 100,000 households

February 15

Initial, Charter Advertising, Sponsorshipand Commerce Revenues

Beginning one month following the launch

Management Advisory Services In progressCommitment 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 onTuesday, September 16, 2003 at 3:00 pm.

As you know, I am personally excited about working with you and your team.

Warm Regards,

Andy