IWERKS ENTERTAINMENT, INC.

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is made and entered into
effective as of February 15, 2000, by and between IWERKS ENTERTAINMENT, INC., a
Delaware corporation (the "Company"), and DONALD W. IWERKS ("Consultant").

     THE PARTIES AGREE AS FOLLOWS:

1.   BONUS. The Company shall pay to consultant a one-time cash bonus of One
Hundred Thousand Dollars ($100,000) if either (or both) of the following occurs:
(i) a Change in Control, or (ii) the Company engages in an equity financing
transaction (or series of related transactions) whereby the Company issues
Company common stock, preferred stock or other equity securities, or options,
warrants or other rights to acquire the same and receives gross proceeds from
the financing of not less than Three Million Dollars ($3,000,000). Any payment
owing under this Section shall be made by the Company within 10 business days
after the occurrence of the triggering event specified in clause (i) or (ii), as
applicable. In the event that a transaction does not occur before July 31, 2000
that triggers the payment of a bonus pursuant to this paragraph, it is
understood that this agreement will be re-negotiated or, at the option of
Consultant, retained in effect.

2.   INDEPENDENT CONTRACTOR. Consultant enters into this Agreement as, and shall
continue to be, an independent contractor. Consultant shall pay all federal,
state and other income taxes due and properly file appropriate tax returns.
Consultant shall not be entitled to any Company employee benefits. All payments
owning to Consultant under this Agreement shall be paid by the Company without
withholding, deduction or offset of any kind.

3.   GENERAL PROVISIONS. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into in California between California residents. If any provision of
this Agreement is for any reason found by a court of competent jurisdiction to
be unenforceable, the remainder of this Agreement shall continue in full force
and effect. This Agreement embodies the entire agreement between the parties and
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may not be changed unless mutually
agreed upon in writing by both parties.

     IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
as of the date first set forth above.

     COMPANY:            IWERKS Entertainment, INC., a Delaware corporation


                         By:       /s/ Peter G. Hanelt
                               --------------------------------------------
                         Title:   Director, Chairman of the Compensation
                                  Committee


     CONSULTANT:         /s/ Donald W. Iwerks
                         --------------------------------------------------
                         Donald W. Iwerks


<PAGE>


                              IWERKS ENTERTAINMENT



August 21, 2000


Don Iwerks
Chairman
Iwerks Entertainment, Inc.
4540 W. Valerio Street
Burbank, CA  91505

RE:  February 15, 2000 Consulting Agreement

Dear Don:

Given the continuing needs of the Company and the unexpected delays in
consummating a merger transaction, Iwerks has elected to extend the Consulting
Agreement between yourself and Iwerks Entertainment through December 31, 2000.

The July 31, 2000 triggering date will be changed to December 31, 2000. All the
remaining terms and conditions of the original agreement remain the same.

Best regards,


/S/ GARY MATUS                                   /S/ JEFF DAHL
---------------------                            ------------------------
Gary Matus                                       Jeff Dahl
Director                                         SVP/CFO


Consultant:    /S/ DON IWERKS
               -------------------
               Don Iwerks