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eliminate the middleman and pay a lower license fee while, in theory, the
                network,  as  an  owner,  would  look  to  maximize  all  promotional
                opportunities.
                     The  partnership  was  a  great  concept,  but  after  five  years,  it  had  not

                gone  as  planned.  CBS  was  not  willing  to  promote  the  shows  to  my
                satisfaction. As more and more cable competition ate into the network’s
                market share, on-air promotion became all the more important to sustain
                viewership,  but  it  just  wasn’t  happening.  To  make  matters  worse,  CBS
                tried to change the shows drastically by making them MTV-style music
                specials  and  dramatically  cutting  the  time  allotted  to  show  the  women
                competing.  I  am  not  a  network  programmer,  but  it  seemed  to  me  that

                people might be tuning in to a beauty competition to see beautiful women.
                     I am not saying a television musical performance is a bad thing; there
                have been some great ones over the years. A perfect example was the 1999
                Miss Teen USA pageant: A year earlier, the teen show had introduced a
                little-known boy band called ’NSync. By 1999 they were the biggest band
                around. As a sign of appreciation, they agreed to appear on the Miss Teen

                USA pageant again. In the middle of their summer tour, ’NSync rented a
                jet and flew in for eight hours the day of the show, performing two songs.
                They were terrific. Unfortunately, no one knew about it because CBS had
                chosen not to run a single promotion for the show.
                     So  in  February  2002  we  were  all  reevaluating  how  we  wanted  to
                approach  the  network  license  renewal.  Citing  the  current  ratings,  which
                were caused by the lack of promotion and the fact that CBS would always

                air the pageant against the toughest competition, Les Moonves, the head of
                the network, said he was not willing to begin negotiations until the end of
                the  season.  Obviously,  with  the  season  ending  in  August,  the  network
                schedules  would  be  set  and  there  would  be  absolutely  no  room  for
                negotiation with any other network.

                     I sent a letter to Les telling him I wanted an option to buy CBS out of
                the partnership, exercisable up until a week after the broadcast of the Miss
                Universe  pageant  in  May.  I  feigned  disinterest  in  continuing  with  the
                pageants  and  told  him  if  I  did  not  exercise  the  option,  we  would
                commence with selling or dismantling the company. A few days later, I
                believed we had a deal.
                     I immediately signed with Jim Griffin of the William Morris Agency
                to  begin  shopping  the  pageants  to  other  broadcasters.  I  also  called  my
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