ASCENT MEDIA GROUP, LLC

A3

Distribution of television programming; production, management and delivery of targeted audiovisual media content for exhibition and consumption in retail, commercial and high-traffic environments; marketing research services in the field of consumer behavior and preferences; satellite, broadband and wireless distribution of audiovisual media content and data; providing equipment and installation services for exhibition of media content to others; advertising sales, marketing and promotion services and related consulting services; creation of marketing science tools designed to increase a retailers/real estate owner's knowledge of consumer preferences, pricing, advertising strategy and sales strategy; audiovisual media production, management and delivery services; design and development of networks; network deployment; installation of telecommunications and computer networks; operation and administration of telecommunication systems and networks for others; maintenance and repair of telecommunications networks, apparatus, and instruments; audiovisual and interactive media content production;A THREE;

ASCENT MEDIA GROUP

VIDEOTAPE AND AUDIO SERVICES, NAMELY, FILM LABORATORY SERVICES, NAMELY, EDITING OF FILM; AUDIO AND VIDEO EDITING, SOUND RECORDING SERVICES, NAMELY, SOUND EFFECTS, LAUGH TRACK INTEGRATION, MIXING, PRE-LAY OF AUDIO TRACKS FOR FILM AND VIDEO, FOLEY, AUTOMATED DIALOG REPLACEMENT; PRODUCTION OF VIDEO IN THE NATURE OF FILM, TELEVISION PROGRAMS, INDUSTRIALS, VIDEOTAPE AND DVD; AND AUDIO MEDIA PRODUCTION SERVICES; POST-PRODUCTION, SPECIAL EFFECTS AND EDITING SERVICES FOR FILMS AND VIDEOTAPES; DISTRIBUTION OF RADIO PROGRAMS FOR OTHERS; DISTRIBUTION OF TELEVISION PROGRAMMING TO CABLE TELEVISION SYSTEMS; DISTRIBUTION OF TELEVISION PROGRAMS FOR OTHERS; SYNDICATION OF DOMESTIC AND INTERNATIONAL TELEVISION PROGRAMS FOR OTHERS; PRODUCTION OF CABLE TELEVISION PROGRAMS; PRODUCTION OF CLOSED CAPTION TELEVISION PROGRAMS; PRODUCTION OF RADIO AND TELEVISION PROGRAMS; PRODUCTION AND POST-PRODUCTION SERVICES, NAMELY, SOUND, VIDEO, FILM AND ANCILLARY POST-PRODUCTION SERVICES TO THE MOTION PICTURE, TELEVISION AND CABLE TELEVISION INDUSTRIES, IN THE NATURE OF 1) SOUND AND VIDEO SERVICES, NAMELY, MUSIC RECORDING; SOUND EDITING AND ENHANCEMENT; AUDIO MIXING OF DIALOGUE, MUSIC, SOUND EFFECTS, DIALOGUE AND NARRATION; 2) AUTOMATED DIALOGUE REPLACEMENT, RECORDING LIVE SOUND EFFECTS; 3) AUDIO POST-PRODUCTION, AUDIO PLAYBACK AND AUGMENTATIONS, CINEMATOGRAPHIC SOUND EDITING AND ADDITION OF SOUND EFFECTS, NAMELY, AUDIO EDITING AND ADDITION OF SOUND AND FOLEY EFFECTS, PRE-LAY TREATMENT OF AUDIO TRACKS, LAUGH TRACK INTEGRATION, AND SOUND MIXING; 4) DIALOG AND SOUND DUBBING AND LOOPING SERVICES; 5) FOREIGN LANGUAGE DIALOG TRANSLATION AND VOICEOVER AND DIALOGUE RECORDING; 6) ADDING VISUAL EFFECTS AND GRAPHICS TO VIDEO TAPE, AUDIO TAPE AND FILM; 7) RENTING OF AUDIOVISUAL AND COMPUTER-BASED EDITING AND RELATED EQUIPMENT FOR USE IN POST-PRODUCTION WORK AND RENTING OF CAMERAS AND SOUND RECORDING EQUIPMENT FOR USE IN CREATING FILM AND VIDEO CONTENT AND FOR USE IN POST-PRODUCTION WORK AND CONSULTATION RELATING TO THE FOREGOING; 8) ELECTRONIC FILM AND VIDEO IMAGE PROJECTION SERVICES; 9) CONSULTATION SERVICES IN THE FIELD OF EQUIPMENT AND PROCESSES USED IN THE FIELD OF AUDIO AND VIDEO POST-PRODUCTION; 10) ADDING VISUAL EFFECTS AND COMPUTER GRAPHICS TO FILM AND VIDEO ELECTRONIC PROJECTION SERVICES AND CONSULTATION RELATED THERETO; BROADCAST IMAGE CONSULTING AND DESIGN SERVICES FOR CABLE AND BROADCAST NETWORKS, NAMELY, CREATION OF INTERSTITIAL CONTENT FOR CABLE AND BROADCAST NETWORKS, ASSEMBLY AND DISTRIBUTION OF BROADCAST CONTENT, MOTION PICTURE FILM AND TELEVISION TITLING AND CHARACTER GENERATION; MEDIA CONTENT ASSEMBLY SERVICES, NAMELY, PRE-COMPILING OF MEDIA CONTENT, SYNDICATED PROGRAMMING PREPARATION, INTEGRATION OF COMMERCIAL/PROMOTIONAL/BILLBOARD/WARNING AND LOGO ELEMENTS; LANGUAGE TRANSLATION SERVICES; MEDIA PRODUCTION SERVICES, NAMELY, EDITING OF MEDIA FOR STREAMING DELIVERY; SOUND SERVICES NAMELY, MUSIC SCORING, SOUND RE-RECORDING AND TREATMENTS; POST PRODUCTION SERVICES, NAMELY, COMPOSITING; FULL SERVICE MUSIC SUPERVISION SERVICES, NAMELY, ON-CAMERA MUSIC SUPERVISION, SCRIPT BREAKDOWN, MUSIC PRE-RECORDING, LOCATION SOUND RECORDING, OVERSEAS LOCATION SOUND RECORDING, SCORE PRODUCTION AND SONG PLACEMENT FOR FEATURE FILMS AND TELEVISION; RENTAL OF BROADCAST AND INDUSTRIAL VIDEO PRODUCTION EQUIPMENT DEVELOPMENT AND PRODUCTION OF ANALOG AND DIGITAL AND ELECTRONIC DAILIES/RUSHES; OFF-LINE EDITORIAL POST-PRODUCTION SERVICES, NAMELY, COMPUTER-BASED, NON-LINEAR FILM, VIDEO AND AUDIO EDITING SERVICES; BROADCAST NETWORK ORIGINATION SERVICES, NAMELY, COMMERCIAL INSERTION, INCLUDING PROGRAMMED PLAY-OUT OF NEW COMMERCIALS TO REPLACE EXISTING INTERSTITIALS, ORIGINATION AND PLAY-OUT OF TELEVISION PROGRAMMING FROM VIDEO FILE SERVERS AND STANDARD ANALOG AND DIGITAL VIDEOTAPE PLAYERS, ENCODING OF NON-VIDEO CONTENT, NAMELY, CORPORATE DATA, PROGRAM GUIDES, INTERNET PROTOCOL AND INTELLECTUAL PROPERTY INTO THE PROGRAM STREAM, AND UPLINKING, DOWNLINKING AND TURNAROUND SERVICES FOR OTHERS; PRODUCTION OF PROGRAM CONTENT FOR DIGITAL VERSATILE DISCS; PROGRAMMING SCHEDULING OF PROGRAMS ON A GLOBAL COMPUTER NETWORK; PREPARATION OF COMPUTER GENERATED SPECIAL EFFECTS FOR OTHERS; PROVIDING PROGRAMS AND INTERACTIVE ENTERTAINMENT ON A GLOBAL COMPUTER NETWORK; MOTION PICTURE PRODUCTION; DUBBING OF SOUND, IN VIDEO, FILM, BROADCAST, TELEVISION AND PASSIVE AND INTERACTIVE ELECTRONIC MEDIA; PREPARATION OF SPECIAL EFFECTS; SPECIAL EFFECTS ANIMATION SERVICES FOR OTHERS, IN VIDEO, FILM, BROADCAST, TELEVISION AND PASSIVE AND INTERACTIVE ELECTRONIC MEDIA; EDITING AND COMPOSITION OF VIDEO, FILM, BROADCAST, TELEVISION AND PASSIVE AND INTERACTIVE ELECTRONIC MEDIA; EDITING SERVICES USING STREAMING VIDEO; SUBTITLING OF BROADCAST TELEVISION CONTENT; MASTERING, EDITING, AND AUGMENTATION OF FILM AND VIDEO TAPE; DVD MASTERING; HIGH DEFINITION MASTERING AND REMASTERING OF PROGRAM CONTENT FOR HIGH DEFINITION TELEVISION FORMATS;TREATMENT OF CINEMATOGRAPH FILMS AND VIDEOTAPES, NAMELY PROCESSING, PRINTING, RESTORATION AND PRESERVATION OF PHOTOGRAPHIC FILMS, CINEMATOGRAPHIC FILMS, AUDIO-TAPES AND VIDEO-TAPES; ENLARGEMENT AND REDUCTION OF PHOTOGRAPHIC AND CINEMATOGRAPHIC FILM PRINTS; FILM PROCESSING, DEVELOPING, PRINTING, CLEANING, AND NEGATIVE FILM CUTTING; FILM PROCESSING SERVICES; MOTION PICTURE FILM AND VIDEO COLOR CORRECTION SERVICES; VIDEO TRANSFER, NAMELY, PROVIDING COLOR CORRECTION AND IMAGE CONVERSION OF MOTION PICTURE FILM TO VIDEO FILM; FILM TO VIDEO TRANSFER SERVICES; MOTION PICTURE FILM, FILM AND VIDEO DATA COMPRESSION; DATA COMPRESSION AND CONTRACT MANUFACTURING IN THE FIELD OF DIGITAL VERSATILE DISCS; DUPLICATION OF VIDEO-TAPE IN ALL PROFESSIONAL FORMATS; VIDEO SERVICES, NAMELY, MASTERING AND DUPLICATION OF PROFESSIONAL VIDEO TAPE FORMATS; FILM-TO-VIDEOTAPE, VIDEOTAPE-TO-FILM, TAPE-TO-TAPE AND DATA-TO-FILM TRANSFERS AND DUPLICATIONS, AND CONSULTATION SERVICES RELATED TO THE FOREGOING; VIDEO TRANSFER SERVICES, NAMELY, PROVIDING CONVERSION OF PROGRAMS RECORDED ON VIDEO TAPE FROM ONE VIDEO TAPE STANDARDS FORMAT TO ANOTHER VIDEO TAPE STANDARDS FORMAT; MOTION PICTURE DUPLICATION; VIDEO PROCESSING SERVICES, NAMELY, OPTICAL TRANSFER, IMAGE STANDARDS CONVERSION AND DUPLICATION; ELECTRONICALLY PRODUCING MOTION PICTURE FILM FROM VIDEO TAPE TRANSFER RECORDINGS; CUSTOM MANUFACTURE, DUPLICATION AND REPLICATION OF DIGITAL VERSATILE DISCS; IMAGE CAPTURE SERVICES, NAMELY, DIGITIZING AND SCANNING OF STILL IMAGES AND MOVING IMAGES; DIGITAL IMAGE MANIPULATION SERVICES; BROADCAST STANDARDS CONVERSION; CLOSED CAPTIONING OF BROADCAST TELEVISION CONTENT; FILM SCANNING SERVICES; INTERACTIVE DATA ENCODING; AUDIO AND VIDEO TAPE DUPLICATION SERVICES; DUPLICATION OF CINE-FILMS AND VIDEOTAPES, VIDEO-FILM TO CINE-FILM TRANSFER SERVICES; RESTORING FILM AND VIDEO TAPE; FORMAT CONVERSION OF FILM AND VIDEO TAPE TO ONE ANOTHER AND TO DIGITAL MEDIA FORMATS; FILM LABORATORY SERVICES, NAMELY, PROCESSING AND DEVELOPMENT OF EXPOSED FILM, PRINTING OF FILM, SOUND TRANSFERS ONTO FILM, AND OPTICAL PRINTING OF FILM; PRESERVATION AND RESTORATION SERVICES IN THE FIELD OF AUDIO AND AUDIOVISUAL WORKS; REFORMATTING OF MEDIA FOR STREAMING DELIVERY; DIGITAL ENCODING OF MEDIA; PROVIDING ENCODING, COMPRESSION, FORMATTING, TRANSCODING AND CONVERSION OF MEDIA AND DIGITAL DATA; CONSULTATION RELATED TO THE PRESERVATION OF TAPES AND RECORDINGS;VAULTING AND STORAGE OF FILM, VIDEO TAPE, DATA TAPE, SOUND TRACKS AND DISC, NAMELY, DIGITAL STORAGE OF MOTION PICTURE FILMS, VIDEO TAPES, AND DATA WHICH MAY BE ACCESSED OR RETRIEVED ONLINE; AUDIO AND VIDEO DISK STORAGE; ELECTRONIC STORAGE OF VIDEO AND AUDIO DATA; WAREHOUSE STORAGE; PROVIDING DIGITAL IMAGERY STORAGE SERVICES; STORAGE SERVICES, NAMELY, SEARCHABLE ARCHIVING AND DELIVERY BY POST AND/OR MESSENGER OF ANALOG AND DIGITAL MEDIA IN ALL FORMATS;SATELLITE TRANSMISSION SERVICES; MICROWAVE TRANSMISSION SERVICES; FIBER OPTIC TRANSMISSION SERVICES, NAMELY, PROVIDING CONNECTIONS TO A DIGITAL NETWORK FOR ELECTRONIC TRANSMISSION OF VIDEO, DATA AND IMAGES; VIDEO ON-DEMAND TRANSMISSION SERVICES; PROVIDING CONNECTIONS TO A VIDEO NETWORK FOR ELECTRONIC TRANSMISSION OF FULL MOTION VIDEO, DATA AND IMAGES; SATELLITE TRANSMISSION AND RECEPTION SERVICES; FIBER-OPTIC UPLINK AND SATELLITE COMMUNICATION SERVICES, NAMELY SATELLITE TRANSPONDER SERVICES; SATELLITE UPLINK, BACKHAUL AND DATA DELIVERY SERVICES; TELECONFERENCE AND VIDEOCONFERENCE SERVICES; OPTICAL TRANSFER OF DIGITAL MEDIA CONTENT; DIGITAL PROVISION OF DVD PROGRAM CONTENT VIA A GLOBAL COMPUTER NETWORK; PROVIDING MULTIPLE USER DIAL-UP AND DEDICATED ACCESS TO THE INTERNET; PROVIDING STREAMING VIDEO SERVICES VIA A GLOBAL COMPUTER NETWORK; ELECTRONIC TRANSMISSION OF DIGITAL IMAGES; DELIVERY OF MEDIA CONTENT DATA BY ELECTRONIC TRANSMISSION, AND ELECTRONIC TRANSMISSION OF MEDIA CONTENT VIA A GLOBAL COMPUTER NETWORK;CONSTRUCTION SERVICES, NAMELY, BUILDING TELEVISION FACILITIES FOR OTHERS, NAMELY STUDIO AND EDITING/OFFICE SUITE STRUCTURES AND FACILITIES FOR BROADCAST, SATELLITE, AND CABLE NETWORKS, PRODUCTION STUDIOS, POST-PRODUCTION FACILITIES AND CORPORATE VIDEO FACILITIES; AND ON-SITE INSTALLATION OF EQUIPMENT FOR OTHERS, NAMELY, VIDEO, AUDIO AND COMPUTER EQUIPMENT FOR BROADCAST, SATELLITE AND CABLE NETWORKS, PRODUCTION STUDIOS, POST-PRODUCTION FACILITIES AND CORPORATE VIDEO FACILITIES; MAINTENANCE OF BROADCAST AND INDUSTRIAL VIDEO PRODUCTION EQUIPMENT; DIGITALIZATION OF STUDIOS, NAMELY RETROFITTING AND CONVERSION OF AUDIOVISUAL MACHINERY TO ACCOMMODATE DIGITAL MEDIA FORMATS;BUSINESS SERVICES, NAMELY, OUTSOURCING IN THE FIELD OF TRANSLATION SERVICES, NAMELY PROVIDING TRANSFER OF INFORMATION RELATING TO CAPTIONS AND SUBTITLES FOR AUDIO/VISUAL WORKS; BUSINESS MANAGEMENT OF LONG-AND SHORT-FORM ASSETS IN THE NATURE OF TELEVISION PROGRAMS, FILMS AND COMMERCIALS, AND COMMERCIAL, INDUSTRIAL AND CORPORATE AUDIOVISUAL MEDIA CONTENT; RETAIL STORE SERVICES IN THE FIELD OF BLANK FILM AND TAPE; BUDGETING SERVICES IN THE FIELD OF MEDIA PRODUCTION; MUSIC RIGHTS ACQUISITION AND CLEARANCE; CREATION OF ON-AIR PROMOTIONAL MATERIALS AND PROMOTIONAL CONTENT FOR CABLE AND BROADCAST NETWORKS; PRODUCTION OF TELEVISION COMMERCIALS;MEDIA GROUP;DESIGN OF COMPUTER GENERATED SPECIAL EFFECTS FOR OTHERS, AND SOFTWARE DEVELOPMENT, NAMELY, CREATION AND AUTHORING OF INTERACTIVE ENTERTAINMENT; DESIGN OF COMPUTER-GENERATED SPECIAL EFFECTS FOR OTHERS; HOSTING OF INTERNET SITES FOR OTHERS ON A GLOBAL COMPUTER NETWORK; ARCHITECTURAL DESIGN SERVICES, NAMELY, DESIGNING TELEVISION FACILITIES FOR OTHERS, NAMELY, FACILITIES FOR BROADCAST, SATELLITE, AND CABLE NETWORKS, PRODUCTION STUDIOS, POST-PRODUCTION FACILITIES AND CORPORATE VIDEO FACILITIES; BROADBAND HOSTING FOR OTHERS ON A COMPUTER SERVER FOR A GLOBAL COMPUTER NETWORK, BACKHAUL SERVICES; DESIGNING ON-SCREEN TELEVISION BROADCAST GRAPHICS AND SPECIAL EFFECTS; SOFTWARE DEVELOPMENT, NAMELY, INTERACTIVE APPLICATION DEVELOPMENT; DATA ENCRYPTION SERVICES; PRODUCT EVALUATION, QUALITY CONTROL AND QUALITY ASSURANCE FOR AUDIOTAPE, VIDEOTAPE, FILM AND DIGITAL VERSATILE DISC; SPECIAL EFFECTS DESIGN FOR OTHERS, IN VIDEO, FILM, BROADCAST, TELEVISION AND PASSIVE AND INTERACTIVE ELECTRONIC MEDIA; COMPUTER ENGINEERING SERVICES IN THE FIELDS OF FILM, VIDEO AND AUDIO, FOR VIDEO, FILM, BROADCAST, TELEVISION AND PASSIVE AND INTERACTIVE ELECTRONIC MEDIA; DIGITAL VERSATILE DISC CONTENT CREATION SERVICES, NAMELY, AUTHORING AND DEVELOPMENT OF INTERACTIVE COMPUTER SOFTWARE AND MEDIA CONTENT; SUPPORT, NAMELY, PROVIDING ASSISTANCE IN THE USE OF BROADCAST AND INDUSTRIAL VIDEO PRODUCTION EQUIPMENT; SOUND DESIGN SERVICES;