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                                                                   EXHIBIT 10.74



                              AMENDED AND RESTATED

                      MEMORANDUM OF DISTRIBUTION AGREEMENT



                                 BY AND BETWEEN



                             UNIVERSAL STUDIOS, INC.



                                       AND



                        THE HARVEY ENTERTAINMENT COMPANY




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                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                         <C>
RECITALS.....................................................................................1

AGREEMENT....................................................................................2

ARTICLE 1:  EFFICACY AND DEFINITIONS.........................................................2
        Section 1.1   Replacement of Original Form of Agreement; Changes to PSO Agreement....2
        Section 1.2   Definitions............................................................3
        Section 1.3   Certain Interpretive Matters...........................................6

ARTICLE 2:  PICTURES.........................................................................7
        Section 2.1   Casper Pictures........................................................7
               (a)    Universal Initiation Right.............................................7
               (b)    Features...............................................................7
                      (i)    General.........................................................7
                      (ii)   First Feature Casper Picture....................................7
                      (iii)  Feature Casper Picture Sequel Rights............................8
                      (iv)   Producer Credits................................................8
               (c)    Non-Features...........................................................9
               (d)    Other Pictures........................................................10
        Section 2.2   Richie Rich...........................................................10
               (a)    Universal Acquisition Right...........................................10
               (b)    No Acquisition By Universal...........................................10
               (c)    Acquisition By Universal..............................................10
        Section 2.3   Other Existing Characters Pictures....................................10
        Section 2.4   New Character Pictures................................................10
        Section 2.5   General Terms:  All New Pictures......................................10
               (a)    Harvey Group Rights Regarding Production of Pictures..................10
               (b)    Credits...............................................................11
               (c)    Universal Production Rights...........................................11
               (d)    Universal Distribution Rights.........................................11
               (e)    First Negotiation Rights..............................................12
               (f)    Progress to Production................................................12
               (g)    Pay-or-Play Right.....................................................13
               (h)    Expiration of Initiation Term.........................................13
               (i)    Condition To Commencement.............................................13
        Section 2.6   Theatrical Preclusion Period For Casper Picture Sequels...............14
               (a)    Periods of Time Encompassed...........................................14
               (b)    Notice of Effectiveness...............................................14
</TABLE>



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<TABLE>
<S>                                                                                         <C>
        Section 2.7   Restrictions During Theatrical Preclusion Period......................15
               (a)    In General............................................................15
               (b)    Exceptions............................................................16
               (c)    Exercise of Retained Rights By Harvey.................................18
        Section 2.8   Rights/Services Fee For First Sequel..................................18
               (a)    Fixed Fee.............................................................19
               (b)    Contingent Compensation...............................................19
               (c)    Merchandising Participation...........................................19
               (d)    Delay Amounts.........................................................19
        Section 2.9   Rights/Services Fee For Additional Casper Pictures....................20
               (a)    Good Faith Negotiations...............................................20
               (b)    Baseball Arbitration..................................................21
                      (i)    Selection of Panel.............................................21
                      (ii)   Submissions....................................................21
                      (iii)  Proceedings....................................................22
                      (iv)   Decision.......................................................22
                      (v)    Costs..........................................................23
                      (vi)   Hold Harmless of Panel Members.................................23
               (c)    Coordination of Baseball Arbitration and Theatrical Preclusion
                      Period Procedures.....................................................23
               (d)    Ability to Proceed to Production......................................23
        Section 2.10  Scope of Rights/Services Fees.........................................23
        Section 2.11 Ghostly Trio Rights....................................................24

ARTICLE 3:  TELEVISION......................................................................24
        Section 3.1   Scope of Television Rights............................................24
        Section 3.2   Term of Rights........................................................24
        Section 3.3   Harvey Library........................................................25
               (a)    Domestic Territory....................................................25
               (b)    Foreign Territory.....................................................25
        Section 3.4   New Television Products...............................................25
               (a)    General...............................................................25
               (b)    Made-for-Video Products...............................................26
               (c)    First-Run Primary License.............................................26
        Section 3.5   Special Holdback on Animated New Television Products..................26

ARTICLE 4:  HOME VIDEO......................................................................27
        Section 4.1   Home Video............................................................27
        Section 4.2   Harvey Library........................................................27
        Section 4.3   New Television Products...............................................27
        Section 4.4   Made-for-Video Products...............................................27
               (a)    Applicable Product....................................................27
               (b)    Certain Protective Provisions.........................................28
</TABLE>



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<TABLE>
<S>                                                                                         <C>
               (c)    Time for Exercise.....................................................28
        Section 4.5   "Premiums."...........................................................28
        Section 4.6   Certain Restrictions on Universal Catalog Activities..................29

ARTICLE 5:  MERCHANDISING...................................................................29
        Section 5.1   Efficacy..............................................................29
        Section 5.2   Term..................................................................29
        Section 5.3   Existing Licenses/Leisure Concepts Agreement..........................30
        Section 5.4   New Licenses..........................................................31
               (a)    Universal Exclusive Agency............................................31
               (b)    Fees..................................................................31
               (c)    Harvey Group Direct Licensing.........................................32
        Section 5.5   Marketing Plan........................................................33
        Section 5.6   Style Book............................................................33
        Section 5.7   Special Holdback on Harvey Group Licenses; Designation of
                      Merchandising Revenues................................................33
        Section 5.8   Special Holdback on Universal Licenses................................33
        Section 5.9   Merchandising Exploitation of Feature New Pictures....................33

ARTICLE 6:  THEME PARKS.....................................................................33
        Section 6.1   Scope of Article......................................................33
        Section 6.2   Universal Exclusive Rights and Territories............................34
               (a)    Term..................................................................34
               (b)    United States/Initial Period..........................................34
                      (i)    California and Florida.........................................34
                      (ii)   All Other U.S. States..........................................34
                      (iii)  Total United States Exclusivity................................35
               (c)    United States/Subsequent Period.......................................35
               (d)    Exception for Harvey Parks............................................35
               (e)    United Kingdom, France or Japan.......................................35
               (f)    All Other Territories.................................................36
        Section 6.3   Harvey Group Merchandising Space......................................36
        Section 6.4   Licensing Fees, Joint Logo Merchandise and Promotions.................36
               (a)    Licensing Fees........................................................36
               (b)    Joint Logo Merchandise................................................37
               (c)    Universal Distribution Company Catalog................................37
               (d)    Harvey Group Cartoon Films............................................37
               (e)    Corporate Sponsors....................................................37
        Section 6.5   Harvey Approval Right.................................................38

ARTICLE 7:  OTHER COVENANTS.................................................................38
        Section 7.1   All Other Media.......................................................38
        Section 7.2   Mutual Release........................................................38
</TABLE>



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<TABLE>
<S>                                                                                         <C>
               (a)    General...............................................................38
               (b)    Included Releasees....................................................38
               (c)    Scope of Release......................................................39
               (d)    Exclusions............................................................39
        Section 7.3   Additional Consultation Rights........................................40
        Section 7.4   Paramount Pictures Agreement..........................................40
        Section 7.5   Additional Payments...................................................40

ARTICLE 8:  GENERAL PROVISIONS..............................................................41
        Section 8.1   New Universal Elements................................................41
        Section 8.2   Certain Harvey Approval Rights........................................42
        Section 8.3   Security Interest.....................................................42
        Section 8.4   Other Documents and Instruments.......................................42
        Section 8.5   Remedies..............................................................43
        Section 8.6   Reports of Infringements..............................................43
        Section 8.7   Notices...............................................................43
        Section 8.8   Active Project Notification...........................................44
        Section 8.9   Tax Treatment.........................................................44
        Section 8.10  Trademark and Copyright...............................................44
        Section 8.11  Accounting............................................................45
        Section 8.12  Universal Added Attributes............................................45
        Section 8.13  Recognition of Certain Third Person Rights............................46
        Section 8.14  Publicity.............................................................46
        Section 8.15  Confidentiality/Press Release.........................................46
        Section 8.16  No Expansion/Limitation of Liability..................................47
        Section 8.17  Rights Granted........................................................47
        Section 8.18  Corporate Authorization...............................................47
        Section 8.19  Miscellaneous.........................................................47
</TABLE>




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<TABLE>
<S>                                                                                       <C>
SIGNATURES..................................................................................48

SCHEDULE 1: ADDITIONAL DEFINITIONS ........................................................I-1

SCHEDULE 2: PRICING SCHEDULE..............................................................II-1

EXHIBIT 4.2: ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT A: REVISED NET PROCEEDS DEFINITION

EXHIBIT A-1: REVISED GROSS PROCEEDS DEFINITION

EXHIBIT X: ORIGINAL GROSS PROCEEDS DEFINITION

EXHIBIT Y: ORIGINAL NET PROCEEDS DEFINITION
</TABLE>



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                              AMENDED AND RESTATED
                      MEMORANDUM OF DISTRIBUTION AGREEMENT

        This Amended and Restated Memorandum of Distribution Agreement ("Amended
and Restated Agreement") was originally made and entered into in its unamended
form (the "Original Form of Agreement") as of the 7th day of December, 1990 (the
"Original Agreement Date") among MCA Inc., a Delaware corporation now known as
Universal Studios, Inc. (as further defined in Schedule 1, "Universal"), HMH
Communications, Inc., a California corporation now known as The Harvey
Entertainment Company ("Harvey"), and Harvey Comics Entertainment, Inc., a New
York corporation that is known as Harvey Comics, Inc. ("Harvey Comics"), and is
being amended and restated in its entirety as of May 15, 1997 (the "Settlement
Date") based on that certain "Term Sheet for Universal Harvey Restated
Agreement" (the "Term Sheet") entered into on the Settlement Date. Universal,
Harvey and Harvey Comics are the parties ("Parties") to this Amended and
Restated Agreement.

                                    RECITALS

        A. The Parties and others entered into that certain Stock Purchase
Agreement, dated as of November 13, 1990 (the "Stock Purchase Agreement").

        B. The execution and performance of the Original Form of Agreement by
the Parties hereto were conditions to the execution and performance of the Stock
Purchase Agreement by the parties to the Stock Purchase Agreement. Accordingly,
the Parties hereto deemed it necessary and advisable and in their best
interests, and in the best interests of their respective shareholders, to enter
into the Original Form of Agreement.

        C. Since the Original Agreement Date, the Parties amended the Original
Form of Agreement by letter agreements dated as of April 22, 1993 and September
28, 1993 (the "Letter Amendments"). The Parties have also entered into certain
other agreements pursuant to or in furtherance of the terms of the Original Form
of Agreement as previously amended, namely, that certain letter dated May 19,
1995 as amended by an agreement dated as of August 1, 1996 related to certain
Products featuring the Character known as "Baby Huey" (the "Baby Huey
Agreement"), that certain letter agreement dated as of September 22, 1994
related to the Universal/Harvey Animation Studio (the "PSO Agreement") that
certain agreement dated as of March 15, 1992 related to domestic distribution of
home video products from the Harvey Library (the "Distribution Acquisition
Agreement," which is no longer in force as of the date of actual execution of
this Amended and Restated Agreement) and that certain agreement dated as of
March 26, 1996 related to the distribution of certain television programs
featuring the Character known as "Casper" (the "Television Distribution
Agreement").

        D. Concurrently with the execution of the Amended and Restated Agreement



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as of the Settlement Date, Universal and Harvey are also entering into a letter
agreement (the "Merchandising Amendment") regarding certain Merchandising rights
of the Parties, substantially in the form of the October 29, 1996 draft of that
agreement previously negotiated ( the "Merchandising Amendment Draft") and
incorporating a proposed side letter dated November 1996 (the "Merchandising
Side Letter") regarding foreign licensing agents and other matters as well as
changes to the Merchandising Agreement Draft reflected in the Term Sheet. As
used herein, the term "Merchandising" shall have the same meaning as such term
is given in the Merchandising Amendment.

        E. In light of developments since the execution of the Original Form of
Agreement and the Letter Amendments, which developments include without
limitation the entry of Universal and Harvey into the Baby Huey Agreement, the
PSO Agreement, the Television Distribution Agreement, the Distribution
Acquisition Agreement and the Merchandising Amendment (such agreements and
instruments as well as this Amended and Restated Agreement, but excluding the
Original Form of Agreement and the Letter Amendments, being hereinafter
collectively referred to as the "Related Agreements" and individually as a
"Related Agreement"), the Parties deem it necessary and advisable and in their
respective best interests to enter into this Amended and Restated Agreement as
of the Settlement Date to replace the Original Form of Agreement as amended to
the Settlement Date.

                                    AGREEMENT

        NOW, THEREFORE, on the basis of the preceding facts, and in
consideration of the mutual covenants set forth below, the Parties to this
Amended and Restated Agreement agree as follows:

                       ARTICLE 1: EFFICACY AND DEFINITIONS

        Section 1.1 Replacement of Original Form of Agreement; Changes to PSO
Agreement. This Amended and Restated Agreement hereby replaces in its entirety
the Original Form of Agreement as amended by the Letter Amendments and
supercedes the Term Sheet. The rights and obligations of the Parties set forth
in the Baby Huey Agreement, the PSO Agreement and the Television Distribution
Agreement shall continue, subject to the proviso that all references therein to
the rights of the Parties under the Original Form of Agreement shall be deemed
to refer to the rights of the Parties under this Amended and Restated Agreement.
Wherever a provision of this Amended and Restated Agreement or of the
Merchandising Amendment conflicts with a provision of the Baby Huey Agreement,
the PSO Agreement or the Television Distribution Agreement, the provisions of
this Amended and Restated Agreement or of



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the Merchandising Amendment, as the case may be, shall be deemed controlling
unless and to the extent the relevant provision of the Baby Huey Agreement, the
PSO Agreement or the Television Agreement expressly provides that it is to be
paramount to the provisions of the Original Form of Agreement, in which case
such relevant provision of the other Related Agreement shall be deemed
controlling. Notwithstanding the foregoing:

               (a) The two-year holdback set forth in paragraph 6 of the PSO
Agreement is hereby increased to three years and is agreed to refer to Casper
Character animated television shows only; and

               (b) To the extent the PSO Agreement contemplated the creation of
a separate PSO entity and the implementation of provisions of the PSO Agreement
through such separate entity, the Parties hereby agree that:

                      (i) The contemplation of a separate PSO entity by the PSO
        Agreement is hereby stricken from such Agreement;

                      (ii) Such Agreement shall be implemented without regard to
        a separate PSO entity;

                      (iii) The PSO Agreement is hereby amended to effectuate
        the foregoing mutatis mutandis;

                      (iv) Universal shall be and hereby is authorized to
        dissolve any PSO entity that was originally created for purposes of the
        PSO Agreement; and

                      (v) The foregoing is not intended to, and shall not,
        effect any material alteration of the parties' remaining underlying
        substantive rights set forth in the PSO Agreement (including the
        designation therein of parties therein with control over and rights to
        participate in specified decisions).

        Section 1.2 Definitions. For purposes of this Amended and Restated
Agreement, capitalized words shall have the meanings ascribed thereto in the
Sections and Schedules set forth below (which Schedules are attached hereto and
incorporated herein by this reference).


<TABLE>
<CAPTION>
        Defined Term                                      Section
        ------------                                      -------
<S>                                                       <C>
        Active Development                         Schedule 1
        Aggregate Delay Amount                            2.8(d)
        Amended and Restated Agreement                    Introduction
</TABLE>



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<TABLE>
<S>                                                       <C>
        Applicable Country                        6.2(e)
        Attraction                                        Schedule 1
        Baby Huey Agreement                               Recital C
        Baseball Arbitration                      2.9(b)
        Casper Appearance Picture                         2.1(d)
        Casper Character(s)                               Schedule 1
        Casper Initiation Term                            Schedule 1
        Casper Non-Feature Picture                        2.1(c)
        Casper Picture(s)                                 Schedule 1
        Casper Video                                      4.6
        Characters                                        Schedule 1
        Claim(s)                                          7.2(a)
        Closing Date                              Schedule 1
        Continuing Third Party Theme Park Rights          Schedule 1
        Daily Delay Amount                        2.8(d)
        Domestic Territory                        Schedule 1
        Exclusivity Zone                                  6.2(b)(ii)
        Existing Characters                       Schedule 1
        Existing Merchandising Licensees                  Schedule 1
        Exploit or Exploitation                           Schedule 1
        Feature                                           Schedule 1
        Film Advance Amount                               Section 7.5
        Filmed Entertainment Product                      2.7(a)
        Final Notice                              2.6(b)(ii)
        First Negotiation/First Refusal Rights            Schedule 1
        First Negotiation Rights                          Schedule 1
        First Sequel                                      2.6(a)
        Fixed Sequel Fee                                  2.8(a)
        Force Majeure Event                               Schedule 1
        Foreign Territory                                 Schedule 1
        Green-Lighted                                     2.1(b)(ii)(A)
        Harvey                                            Introduction
        Harvey Comics                                     Introduction
        Harvey Designees                                  2.1(b)(i)
        Harvey Executive Producer                         2.1(b)(i)
        Harvey Group                                      Schedule 1
        Harvey Group Licenses                             5.4(c)
        Harvey Library                                    Schedule 1
        Harvey Parks                                      6.2(d)
        Harvey Preclusion Period                  5.7
        Home Video Royalty                                2.8(b)
        Increased Percentage                              2.8(b)
</TABLE>



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<TABLE>
<S>                                                       <C>
        Initial Artificial Breakeven              Schedule 1
        Initial Notice                            2.6(b)(i)
        Initial Percentage                                2.8(b)
        Initial Period                            6.2(a)
        Letter Amendments                         Recital C
        Made-for-Video Products                           3.4(b)
        Marketing Plan                                    5.5
        Merchandising                                     Recital D
        Merchandising Amendment                           Recital D
        Merchandising Amendment Date              5.1
        Merchandising Amendment Draft             Recital D
        Merchandising Gross Receipts                      Schedule 1
        Merchandising Letter Period                       5.4(a)
        Merchandising Side Letter                 Recital D
        Montgomery                                2.1(b)(i)
        Network                                           3.4(c)
        New Universal Elements                            8.1
        New Pictures                              Schedule 1
        New Television Product                            Schedule 1
        Original Agreement Date                   Introduction
        Original Form of Agreement                        Introduction
        Other Existing Characters Picture(s)              Schedule 1
        Other Media Rights                        Schedule 1
        Other States                              6.2(b)(ii)
        Outside Attorney                                  2.1(b)(iv)
        Panel                                             2.9(b)(i)
        Parties                                           Introduction
        Person                                            Schedule 1
        Picture                                           Schedule 1
        Post-Sequel Casper Video                  4.4(a)
        Precluded Film Product                            2.7(a)
        Pricing Schedule                                  2.6(a)
        Product                                           Schedule 1
        Promotions                                        Schedule 1
        PSO Agreement                                     Recital C
        Qualifying Attraction                             Schedule 1
        Related Agreement(s)                              Recital E
        Releasor                                          7.2(a)
        Releasee                                          7.2(b)
        Rights/Services Fee                               2.1(b)(i)
        Settlement Date                                   Introduction

        Silver/Davis                                      Schedule 1
</TABLE>



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<TABLE>
<S>                                                       <C>
        Special Appearances                               6.2(b)(ii)
        Stock Purchase Agreement                          Recital A
        Stroller Agreement                        6.1
        Strollers                                         Schedule 1
        Subsequent Period                                 6.2(a)
        Subsequent Sequel                         2.9(a)
        Target Date                                       2.6
        Television Distribution Agreement                 Recital C
        Theatrical Preclusion Period                      2.6(a)
        Theme Parks                               6.1
        Transfer                                          Schedule 1
        Universal                                         Introduction
        Universal Group                                   Schedule 1
        Universal Parks                                   6.1
        Universal Preclusion Period                       5.8(a)
        Universal Restricted Period                       5.8(b)
        Video Restricted Period                           4.6
        Warner Rights                                     Schedule 1
</TABLE>

        Section 1.3 Certain Interpretive Matters. In this Amended and Restated
Agreement, unless the context otherwise requires, the singular shall include the
plural, the masculine shall include the feminine and neuter, and vice versa. The
terms "includes" or "including" shall mean "including, but not limited to."
References to a Section, Article, Exhibit or Schedule shall mean a Section,
Article, Exhibit or Schedule of this Amended and Restated Agreement. Where a
Party refers to a given agreement or instrument as it existed as of a certain
date, that reference shall mean that agreement or instrument as modified,
amended, supplemented and restated through such date. The headings of the
Articles, Sections, Subsections, Paragraphs and Subparagraphs of this Amended
and Restated Agreement are for convenience only, and they shall not be of any
effect in construing the contents of the provisions hereof. Each Party shall be
deemed to have participated equally in the drafting of this Amended and Restated
Agreement.

                               ARTICLE 2: PICTURES

        Section 2.1 Casper Pictures.

               (a) Universal Initiation Right. Subject to the terms and
conditions hereof, Universal shall have the sole and exclusive right and license
during the Casper Initiation Term to initiate and cause the development and
production of Casper Pictures.

               (b) Features.



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                      (i) General. If Universal initiates development of a
Feature Casper Picture (which for this purpose shall be deemed to have occurred
when Universal engages the initial screenwriter for such Picture), Universal
shall engage Jeffrey Montgomery ("Montgomery") so long as he is employed by or
as a consultant to Harvey, or if Montgomery is not employed by or as a
consultant to Harvey, one person designated by Harvey to render executive
producer services (Montgomery or such person, the "Harvey Executive Producer").
Additionally, if Harvey so requests in connection with a Feature Casper Picture,
Universal shall engage up to two (2) additional individuals designated by Harvey
in writing ( the "Harvey Designees"), as executive producers or, in the case of
the first Feature Casper Picture, co-executive producers; provided that
Universal will engage the Harvey Executive Producer as an individual executive
producer for each Feature Casper Picture after the first. If Universal actually
initiates development and/or produces such a Picture, Universal shall pay Harvey
a rights/services fee for all services rendered by Montgomery, Harvey and the
Harvey Designees (if applicable) and for all rights and licenses granted by
Harvey ("Rights/Services Fee").

                      (ii) First Feature Casper Picture. The first Feature
Casper Picture was "Casper," released in May 1995. The Rights/Services Fee
payable to Harvey in connection with the first Feature Casper Picture was as
follows:

                             (A) Seven Hundred Fifty Thousand Dollars ($750,000)
        payable one-third (1/3) upon Universal's engagement of the initial
        screenwriter for the Picture, one-third (1/3) upon Universal's having
        Green-Lighted production of the Picture and one-third (1/3) upon the
        delivery to Universal of the completed Picture; Universal agrees,
        however, to pay Harvey, no later than thirty (30) days following the
        Original Agreement Date, One Hundred Thousand Dollars ($100,000) as an
        advance against this Seven Hundred Fifty Thousand Dollar ($750,000) fee
        (provided that payment of the advance will not constitute Universal's
        initiation of the development of a Picture nor obligate Universal to
        actually produce a Casper Picture); provided further, that if in
        connection with such Picture, Universal elects to engage or accord
        credit to Montgomery as a co-executive producer in lieu of engaging or
        according credit to Montgomery as executive producer, without Harvey's
        consent, this Seven Hundred Fifty Thousand Dollar ($750,000) fee shall
        be increased to One Million Dollars ($1,000,000) (such increase in the
        Rights/Services Fee to be paid ratably over the then remaining unpaid
        installments of the Rights/Services Fee);

                             (B) Seven and One-Half percent (7 1/2%) of "Gross
        Proceeds" (as defined in Exhibit "A" attached to the Original Form of
        Agreement and attached hereto as Exhibit X) from and after Initial
        Artificial Breakeven; it



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        being agreed, however, that no sums received in connection with
        Merchandising from the Picture will be included in such Gross Proceeds
        in calculating Harvey's participation under this Subparagraph (but
        rather shall be accounted to Harvey in a separate Merchandising
        accounting pursuant to the provisions of Subparagraph (C) below); and

                             (C) Fifty percent (50%) of the Merchandising Gross
        Receipts, calculated in a separate Merchandising accounting and not
        included in such Gross Proceeds (as defined in Exhibit "A" attached to
        the Original Form of Agreement and attached hereto as Exhibit X).

                      (iii) Feature Casper Picture Sequel Rights. During the
Casper Initiation Term, as part of Universal's perpetual and exclusive right and
license to initiate and cause the development and production of Casper Pictures,
Universal shall have all Feature Picture sequel and remake rights with respect
to the first Feature Casper Picture and with respect to Casper. In connection
with any such subsequent Feature Casper Picture, the Rights/Services Fee payable
to Harvey in connection therewith shall be as set forth in Sections 2.8 and 2.9
below.

                      (iv) Producer Credits. In connection with each Feature
Casper Picture, the Harvey Executive Producer and the Harvey Designees (if any)
shall be accorded credit as follows:

                             (A) On screen, in the main titles (if principal
        credits appear in the main titles), in a size of type not less than the
        size of type used to display any other Person's individual or executive
        producing credit, the "Directed By" credit accorded to the director or
        the writing credits accorded to the writers. If the Harvey Executive
        Producer and the Harvey Designees are all accorded the same credit (as
        either executive producers or co-executive producers), then all such
        credits shall appear together on a shared card (but shared with no other
        Person); if the Harvey Executive Producer is accorded executive producer
        credit but the Harvey Designees are accorded co-executive producer
        credit, the Harvey Executive Producer's credit shall appear on a
        separate card, and the Harvey Designees' credits shall appear together
        on a shared card (but shared with no other Person).

                             (B) In the billing block of any paid advertising
        issued by or under the control of Universal (subject to Universal's
        usual paid advertising exclusion), in a size of type not less than the
        size of type used in such billing block to display any other Person's
        individual or executive producing credit, the "Directed By" credit
        accorded to the director or the writing credits accorded to the writers.
        In addition, if any other Person's individual or executive producing
        credit



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        shall appear in the billing block of any so-called "excluded
        advertising" (other than award, nomination or congratulatory type
        advertising), then the Harvey Executive Producer's credit shall also
        appear in such billing block in a size of type not less than the size of
        type used to display such other Person's individual or executive
        producing credit.

Harvey shall indemnify and hold harmless Universal, its parent and subsidiary
entities, and its and their respective past, present and future officers,
directors, employees and agents, from and against any and all losses, claims,
liabilities, judgments, fines, costs and expenses (including reasonable
attorneys' fees and costs, for attorneys not employees of Harvey or Universal,
respectively ("Outside Attorneys")), costs of witnesses and out-of-pocket costs
of investigation, all as incurred) arising from or related to the claim or
allegation of any third party that Harvey (either alone or together with any
other Person or entity, including Universal) directly or indirectly granted or
promised such third party an executive or co-executive producer credit in
connection with any Feature Casper Picture after the first one produced
hereunder, and Universal shall not accord credit to anyone because of his or her
claim to be a Harvey Designee without Harvey's express written consent.

               (c) Non-Features. The Parties shall negotiate in good faith with
respect to the terms and conditions (including, without limitation, the
Rights/Service Fee (if any) payable to Harvey) applicable to the production of
any non-Feature Picture in which Casper is to appear ("Casper Non-Feature
Picture"). In the event the Parties cannot reach agreement with respect to the
terms and conditions of any such non-Feature, non-Feature Picture rights with
respect to Casper shall be frozen for the period commencing on the date the
Parties reach impasse and discontinue negotiations and continuing until the date
which is the earliest of the following: (i) one (1) year following the
conclusion of the Casper Initiation Term; or (ii) the later of (A) two (2) years
from the date upon which the Parties reach impasse and discontinue negotiations
or (B) the expiration of the Casper Initiation Term.

               (d) Other Pictures. The Parties shall negotiate in good faith
with respect to the terms and conditions (including, without limitation, the
Rights/Services Fee (if any) payable to Harvey) applicable to the production of
a Feature Picture in which Casper is to appear, but which is not a Casper
Picture ("Casper Appearance Picture"). In the event the Parties cannot reach
agreement with respect to the terms and conditions of any such Casper Appearance
Picture, Picture rights with respect to Casper Appearance Pictures shall be
frozen for the period commencing on the date the Parties reach impasse and
discontinue negotiations and continuing until the date which is the earlier of:
(i) one (1) year following the conclusion of the Casper Initiation Term; or (ii)
the later of (A) two (2) years from the date upon which the Parties reach
impasse and discontinue negotiations or (B) the expiration of the Casper
Initiation Term.



                                       15
<PAGE>   16

        Section 2.2 Richie Rich.

               (a) Universal Acquisition Right. This Subsection is hereby
deleted.

               (b) No Acquisition By Universal. This Subsection is hereby
deleted.

               (c) Acquisition By Universal. This Subsection is hereby deleted.

        Section 2.3 Other Existing Characters Pictures. This Section is hereby
deleted.

        Section 2.4 New Character Pictures. This Section is hereby deleted.

        Section 2.5 General Terms: All New Pictures. All New Pictures the
development and/or production of which are initiated, caused or otherwise
undertaken by or under the auspices of Universal hereunder shall be subject to
the following additional provisions:

               (a) Harvey Group Rights Regarding Production of Pictures. In
connection with the development and production of all such New Pictures
hereunder: (i) Harvey shall have full and complete consultation rights in
connection therewith; (ii) Harvey shall (without limiting Harvey's other rights)
have the right to approve Universal's election to produce any Feature New
Picture for which the final budgeted negative cost is less than $7.5 million
(such approval not to be unreasonably withheld); and (iii) Harvey shall have the
right to approve the character designs, attributes and characterization of
Characters to be included therein, as well as the story lines thereof, for the
purpose of ensuring that the Characters are depicted therein in a manner
consistent with the integrity and artistic representation of the Characters as
the same have been depicted heretofore (such approval not to be unreasonably
withheld).

               (b) Credits. In connection with any such New Picture which is a
Feature New Picture hereunder, Universal will accord the following credits to
the Harvey Group: (i) appropriate credit to the Harvey Executive Producer and
the Harvey Designees (if any) involved in such Picture (which shall be accorded
in the manner provided in Paragraph 2.1(b)(iv), or as may otherwise be agreed to
after negotiation in good faith by the Parties with respect to other Feature New
Pictures); (ii) an "in association with" credit for one entity of the Harvey
Group designated by the Harvey Group, it being agreed that for Pictures produced
after the Settlement Date, such credit shall be a "Harvey Entertainment in
association with" credit, and shall appear (A) immediately following the
Universal Studios credit if there is no Amblin' Entertainment credit, (B)
immediately after the Amblin' Entertainment credit if there is an Amblin'
Entertainment credit and such credit appears above the title credit, or (C)
immediately



                                       16
<PAGE>   17

prior to the Amblin' Entertainment credit if there is an Amblin' Entertainment
credit and such appears in the end titles; and (iii) the Harvey Group's
"jack-in-the-box" logo. The credits set forth in (ii) and (iii) shall appear on
screen and in the billing block of paid advertising relating to such Picture
issued by or under the control of Universal (subject to Universal's usual paid
advertising exclusions) and in so-called "excluded advertising" relating to such
Picture (other than award, nomination or congratulatory type advertising) where
the complete billing block appears and shall bear the same relative size
relationship to the Amblin' Entertainment credit, if any, and/or Universal
credit in all subsequent Features as did the Harvey Entertainment Company credit
to the Amblin' Entertainment and Universal credits in the first Feature Casper
Picture.

               (c) Universal Production Rights. Subject to the rights of the
Harvey Group set forth herein and in the Merchandising Amendment and other
Related Agreements, Universal shall have the right to control all business and
creative decisions with respect to the development and production of all such
New Pictures hereunder.

               (d) Universal Distribution Rights. With respect to Universal's
rights in all such New Pictures hereunder, Universal shall, subject to the other
terms and conditions hereof (including Harvey's rights set forth in Subsection
2.5(a) above), have all right, title and interest in and to such New Pictures,
including without limitation the copyright therein and the exclusive right to
distribute such New Pictures throughout the universe in perpetuity in all media
(whether now known or hereafter developed), as well as the right to advertise,
publicize and promote the same; provided, that the Parties' rights in connection
with "New Universal Elements" (as defined in Section 8.1 below) appearing in New
Pictures shall be subject to the provisions of Subsection 2.5(e) below and
Section 8.1 below; provided further, that the foregoing shall not affect the
Harvey Group's underlying rights with respect to the Characters (or the rights
in connection therewith, including Merchandising rights described in the
Merchandising Amendment and in this Agreement), except as otherwise herein
provided.

               (e) First Negotiation Rights. From and after the Settlement Date,
Universal shall have First Negotiation Rights with respect to any Transfer of
rights by the Harvey Group in connection with the development, production,
financing and/or distribution of any New Pictures that are Other Existing
Characters Pictures in which the name of one or more Casper Characters is to
appear in the title of the Picture (as a reference to such Character or
Characters) or in which one or more Casper Characters are featured; provided
that the provisions of Section 2.1 shall continue to apply in perpetuity to
Casper Pictures, Casper Non-Feature Pictures and Casper Appearance Pictures; and
provided further that this Subsection shall not be construed so as to limit any
of Universal's or Harvey's rights with respect to New Universal Elements
described in Section 8.1 or Universal's rights to use such New Universal
Elements. Universal shall have the foregoing First Negotiation Rights for a
period expiring on the earlier to



                                       17
<PAGE>   18

occur of (i) December 7, 2000, or (ii) the date upon which the Universal Group
ceases to own at least five percent (5%) of the outstanding capital stock of
Harvey, at which time such rights will revert back to Harvey.

               (f) Progress to Production. With respect to each such New Picture
which is a Feature New Picture the development of which is initiated by
Universal hereunder, other than the initial Feature Casper Picture or any sequel
thereto or remake thereof, the following progress-to-production/abandonment
provision shall be applicable. Following Universal's receipt of the screenplay
determined or approved by Universal to be the final screenplay in connection
with the applicable Picture, if for any consecutive three month period (as such
period may be extended by an applicable default, disability or Force Majeure
Event, but not beyond an additional 6 months in the case of an extension for a
Force Majeure Event) there is no Active Development in connection with the
Picture, then the Harvey Group may give Universal a written request to resume
Active Development of the Picture and, if Universal fails to resume such Active
Development within thirty (30) days after receipt of such request, the Picture
shall be deemed abandoned by Universal and the Harvey Group shall have the right
for a two (2) year period to acquire Universal's rights in all materials
developed for such Picture pursuant to Universal's customary turnaround
provisions (subject to good faith negotiation, at the time the Parties negotiate
the other terms and conditions applicable to such Picture (i.e., prior to the
commencement of principal photography of such Picture) within customary
parameters); provided, that the aforesaid abandonment by Universal shall be
specific to the applicable Picture, and shall not in any way affect Universal's
rights hereunder (if any) with respect to sequels/remakes of such Picture or
other New Pictures. In connection with the foregoing turnaround right, if any,
which the Harvey Group may have in connection with a Feature New Picture, it is
understood that the Harvey Group's turnaround right shall have priority over any
turnaround right granted to any third Person, except that in connection with the
initial Feature Casper Picture, Universal may grant to Amblin' Entertainment (or
to another Person controlled by Steven Spielberg), a joint turnaround right
which shall be shared jointly, but not severally, with the Harvey Group.

               (g) Pay-or-Play Right. In connection with each such New Picture,
Universal shall have the right to "pay-or-play" the services of the Harvey
Executive Producer (and/or the Harvey Designees) off such Picture. If Universal
exercises such right, it is understood that: (i) Harvey will continue to have
full and complete consultation rights in connection with the New Picture, in
Harvey's capacity as licensor of the Character(s) appearing in the Picture; and
(ii) Universal shall not have the right to delete the credit(s) to the Harvey
Executive Producer (and the other Harvey Designees), or the "in association
with" or logo credits to Harvey. In the event Universal exercises its
pay-or-play rights in connection with such a New Picture, Harvey shall remain
entitled to receive the entire applicable Rights/Services Fee in connection



                                       18
<PAGE>   19

therewith at the times otherwise provided herein.

               (h) Expiration of Initiation Term. This Subsection is hereby
deleted.

               (i) Condition To Commencement. Universal agrees that it shall not
commence principal photography of such New Picture hereunder unless and until
the material terms and conditions of the agreement between Universal and the
Harvey Group in connection therewith (including the Rights/Services Fee and the
Merchandising participation payable to Harvey unless one of the Parties submits
the determination of such Rights/Services Fee and/or the Merchandising
participation to Baseball Arbitration) shall have been agreed to; the Parties
agree, however, to negotiate in good faith (and in a manner consistent with the
purposes and intents hereof) with respect to such material terms and conditions;
provided that notwithstanding the foregoing, the Parties' failure to reach
agreement prior to the commencement of principal photography of such New Picture
with respect to changes, if any, to Universal's definition of "Gross Proceeds"
(as defined in Exhibit "A-1" attached to this Amended and Restated Agreement) or
Universal's definition of "Net Proceeds" (as defined in Exhibit "A" attached to
this Amended and Restated Agreement), as and if applicable with respect to such
New Picture, shall not preclude Universal from commencing principal photography
of such a New Picture. Notwithstanding the foregoing, the Parties agree that (i)
the material terms and conditions of agreement between Universal and the Harvey
Group with respect to all Casper Pictures are set forth herein and in the
Merchandising Amendment, except for the Rights/Services Fee applicable to any
such Casper Picture other than the initial Feature Casper Picture and the First
Sequel; (ii) the Rights/Services Fee for the initial Feature Casper Picture and
the First Sequel are set forth herein and in the Merchandising Amendment; and
(iii) for purposes of this Subsection the Parties shall be deemed to have agreed
to the Rights/Services Fee in respect of any other Casper Picture as of the time
they agree thereon or as of the time that one of the Parties submits the
determination of such Rights/Services Fee to Baseball Arbitration, if earlier.

        Section 2.6 Theatrical Preclusion Period For Casper Picture Sequels.

               (a) Periods of Time Encompassed. Subject to the terms and
provisions set forth in this Section, Universal shall be entitled to a
preclusion period (a "Theatrical Preclusion Period") for each Casper Picture
sequel that is initially released after the Settlement Date in at least eight
hundred (800) theaters in the Domestic Territory, provided that Universal shall
not be entitled to more than one Theatrical Preclusion Period (and no more than
one such Casper Picture theatrical sequel shall qualify for a Theatrical
Preclusion Period) unless (i) the first Theatrical Preclusion Period commences
on one of the "Target Dates" set forth in Schedule 2 hereto and incorporated
herein by reference (the "Pricing Schedule"), (ii) "Final Notice" as defined



                                       19
<PAGE>   20

in Subsection 2.6(b)(ii) below has been given by Universal in the year preceding
the applicable Target Date, and (iii) the first such Casper Picture theatrical
sequel initially released after the Settlement Date (the "First Sequel") is
released in at least eight hundred (800) theaters in the Domestic Territory
between and including the first Memorial Day weekend and the first Labor Day
weekend of the Theatrical Preclusion Period for the First Sequel (except to the
extent such release is delayed by a Force Majeure Event). Each Theatrical
Preclusion Period shall encompass the period set forth in the Pricing Schedule.

               (b) Notice of Effectiveness. In order for a Theatrical Preclusion
Period to arise, Universal must provide Harvey with:

                      (i) Written notice by February 15 of the year preceding
        the year the Casper Picture theatrical sequel in question is anticipated
        to be released (the "Initial Notice") that either (A) Universal has
        given initial approval in good faith to the screenplay for such Picture
        (subject to customary changes), or (B) pre-production activity with
        respect to such Picture has commenced in good faith, which Initial
        Notice shall be accompanied by a Five Hundred Thousand Dollar ($500,000)
        advance against the Rights/Services Fee for such Casper Picture
        theatrical sequel (and which, except as provided in Subsection 2.9(c)
        and Paragraph 2.7(b)(iii), shall be applied to the Rights/Services Fee
        for the next Casper Picture thereafter produced and to the Initial
        Notice (if any) for the first such Theatrical Preclusion Period
        thereafter occurring if a Final Notice described in Paragraph (ii) below
        is not given with respect to the originally contemplated Theatrical
        Preclusion Period) ; and

                      (ii) Additional written notice by June 15 of the year
        preceding the year the Casper Picture theatrical sequel in question is
        anticipated to be released (the "Final Notice") stating that Universal
        intends that a Theatrical Preclusion Period commence on the next
        eligible date for the commencement of a Theatrical Preclusion Period and
        that such Casper Picture will be produced with the good faith intention
        of initial theatrical release between and including the first Memorial
        Day weekend and the first Labor Day weekend of such Theatrical
        Preclusion Period. Subject to the provisions of Subsection 2.9(d), such
        Final Notice shall be accompanied by payment of fifty percent (50%) of
        the balance of the guaranteed Rights/Services Fee related to such Casper
        Picture (excluding any amounts payable with respect to Merchandising
        participation which amounts shall be paid separately).

               (c) Limits On Subsequent Theatrical Preclusion Periods. Without
limiting the generality of the proviso to the first sentence of Subsection
2.6(a), except for the first Theatrical Preclusion Period, a Theatrical
Preclusion Period may not



                                       20
<PAGE>   21

commence earlier than the third (3rd) anniversary or later than the sixth (6th)
anniversary of the beginning of the immediately preceding Theatrical Preclusion
Period, and after the first Theatrical Preclusion Period, there will be no
subsequent Theatrical Preclusion Period unless there were an initial release of
a Casper Picture theatrical sequel in at least eight hundred (800) theaters in
the Domestic Territory at any time during such immediately preceding Theatrical
Preclusion Period.

        Section 2.7 Restrictions During Theatrical Preclusion Period.

               (a) In General. Except as set forth in this Section 2.7 or as may
be expressly permitted by the Merchandising Amendment, Harvey hereby agrees that
during a Theatrical Preclusion Period, no member of the Harvey Group, nor any of
their respective licensees, distributors, subdistributors and sublicensees
(other than members of the Universal Group), will directly or indirectly (i)
exploit, exhibit or re-release any Precluded Film Product in its initial medium
of exploitation, (ii) theatrically release, exhibit or re-release any Precluded
Film Product that is initially released in another medium, (iii) solicit or
fulfill orders for, or manufacture or ship, or cause to be manufactured or
shipped, any home video device that includes all or any portion of a Precluded
Film Product, (iv) otherwise promote, market, advertise or distribute any
Precluded Film Product, or (v) engage in activities precluded during the
Theatrical Preclusion Period under the terms of the Merchandising Amendment. As
used in this Amended and Restated Agreement, the term "Precluded Film Product"
shall mean any filmed or taped, or similar recorded visual or audio-visual
entertainment Product regardless of the medium of distribution, but excluding
interactive products or games, including those on CD-Rom or the Internet, and
other non-linear transmissions on the Internet (collectively, "Filmed
Entertainment Product"), that is first released, broadcast or exhibited after
January 1, 1998 and in which a Casper Character is featured. Notwithstanding the
foregoing, for purposes of this Section 2.7(a), the term "Precluded Film
Product" shall not include (x) after December 31, 2002, any Filmed Entertainment
Product that would be a Precluded Film Product solely because of the appearance
therein of the Characters Spooky, Poil, Nightmare and/or any of the Ghostly Trio
or the reference to any of them in the title thereof, or (y) on or before
December 31, 2002, one direct-to-video in which Wendy the Good Little Witch is
featured as the primary Character and that would be a Precluded Film Product
solely because of the "guest appearance" therein of the Character known as
Nightmare.

               (b) Exceptions. Notwithstanding the foregoing, the restrictions
set forth in Subsection 2.7(a) will not apply to the following:

                      (i) Harvey's direct-to-video live action Product scheduled
for release in the last half of 1997 in which Casper is the most prominently
featured Character;



                                       21
<PAGE>   22

                      (ii) Re-runs on television of television shows initially
released prior to the Theatrical Preclusion Period or during the Theatrical
Preclusion Period as permitted in Paragraph (iii) immediately below;

                      (iii) Episodes broadcast during the Theatrical Preclusion
Period of a television series for which Harvey accepts an order by a Network (as
defined in Subsection 3.4(c)) prior to the last date on which a Final Notice
respecting the Theatrical Preclusion Period in question could have been given,
which order is for broadcast during the Theatrical Preclusion Period, provided
that (A) the order that is accepted includes at least six episodes of a series,
(B) Harvey gives Universal prompt written notice of any such acceptance of an
order for a television series and the proposed period of broadcast, (C) such
acceptance is with respect to a series the pilot script for which was ordered
prior to the last date on which an Initial Notice respecting such Theatrical
Preclusion Period could have been given, and (D) any portion of the
Rights/Services Fee (and advances for Merchandising participation) paid to
Harvey shall be subject to prompt refund if Universal gives written notice of
cancellation of the Theatrical Preclusion Period within five (5) business days
of its receiving written notice of such acceptance by Harvey;

                      (iv) With respect to direct-to-video Products initially
released prior to the Theatrical Preclusion Period, the activities described in
clause (iii) of Subsection 2.7(a), provided that such activities shall not occur
with respect to any country in which less than six (6) months shall have passed
since the initial street release date in such country of the home video Product
that contains the Casper Picture that is the subject of the Theatrical
Preclusion Period in question (but such six months shall not extend beyond the
expiration of such Theatrical Preclusion Period), and provided further that all
such activities shall be generally consistent with either (A) the prior practice
of the member of the Harvey Group or the licensee, distributor, subdistributor
or sublicensee in question, or (B) industry practices generally followed for
direct-to-video products where there is no competitive prequel, sequel or
related video in the marketplace (including a video of a related theatrical
film);

                      (v) The release, other than theatrical release, of any
Filmed Entertainment Product in a medium now known or hereafter devised other
than the medium in which such Filmed Entertainment Product was initially
exploited, and the advertising, marketing and promoting of such Filmed
Entertainment Product in such secondary medium, provided that such Filmed
Entertainment Product was generally released in its medium of initial
exploitation prior to the commencement of the Theatrical Preclusion Period in
question, and provided further that such release, advertising, marketing and
promoting in another medium occur in a manner generally consistent with industry
practice absent the release of a related theatrical film (e.g., a fourth quarter
1998 Casper direct-to-video could be broadcast on television, cable,
pay-



                                       22
<PAGE>   23

per-view, etc. during a subsequent Theatrical Preclusion Period);

                      (vi) With respect to direct-to-video and television
Products scheduled to be initially released after the conclusion of the
Theatrical Preclusion Period:

                             (A) trade advertising and general paid advertising
        occurring after the second May 1st of the Theatrical Preclusion Period
        with respect to such direct-to-video Products and occurring after the
        second July 1st of the Theatrical Preclusion Period with respect to such
        television Products; and

                             (B) soliciting orders for, and manufacturing of,
        such direct-to-video Products;

Provided that the activities described in Subparagraphs (A) and (B) above which
are undertaken are not designed to take advantage of the marketing of the Casper
Picture or video containing the same that were released during the Theatrical
Preclusion Period, and are either (x) generally consistent with the prior
practices of the member of the Harvey Group or the licensee, distributor,
subdistributor or sublicensee in question, or (y) consistent with customary
industry practices generally followed for such products;

                      (vii) Press announcements and public filings required to
be made by Harvey in order to comply with the requirements of law, the rules of
a national securities exchange, or the rules of the National Association of
Securities Dealers Automated Quotation System; or

                      (viii) Subject to rights granted to Universal herein and
in any of the Related Agreements, Harvey's unrestricted right to develop,
finance and produce Casper Character Filmed Entertainment Products (other than
Casper Pictures) during a Theatrical Preclusion Period, or Harvey's entry into
contracts to be performed outside the Theatrical Preclusion Period in question,
it being acknowledged that the existence of the Theatrical Preclusion Period
shall not prevent Harvey from entering into promotional or commercial tie-in
agreements (subject to the further provisions of the Merchandising Amendment) or
into contractual arrangements for advertising so long as the performance of any
such agreement or arrangement does not occur during the Theatrical Preclusion
Period.

               (c) Exercise of Retained Rights By Harvey. Harvey hereby agrees
that it and each member of the Harvey Group will refrain, and that it will make
reasonable efforts to ensure that each of their respective licensees,
distributors, subdistributors and sublicensees will refrain from exercising
rights they retain during the Theatrical Preclusion Period in a manner
intentionally to frustrate the purposes of the Theatrical



                                       23
<PAGE>   24

Preclusion Period and Universal's rights with respect thereto.

        Section 2.8 Rights/Services Fee For First Sequel. The Rights/Services
Fee payable to Harvey in connection with the First Sequel, if any, shall be as
set forth in this Section 2.8.

               (a) Fixed Fee. Harvey shall be entitled to a fixed fee equal to
the "Fixed Sequel Fee" set forth in the Pricing Schedule attached to this
Amended and Restated Agreement and made a part hereof. Such fixed fee shall be
treated as a non-refundable advance against Harvey's contingent compensation set
forth in Subsection 2.8(b) below. The fixed fee shall be payable as follows: (i)
the non-refundable amount set forth in the Pricing Schedule as due upon the
Settlement Date, receipt of which is hereby acknowledged by Harvey, (ii) Five
Hundred Thousand Dollars ($500,000) upon the giving of the Initial Notice for a
Theatrical Preclusion Period applicable to such First Sequel, as provided in
Paragraph 2.6(b)(i), (iii) fifty percent (50%) of the balance upon giving the
Final Notice for such Theatrical Preclusion Period, as provided in Paragraph
2.6(b)(ii), and (iv) the balance upon commencement of principal photography but
no later than twelve (12) months after the Final Notice.

               (b Contingent Compensation. Harvey shall be entitled to
contingent compensation equal to that percentage of Gross Proceeds (as defined
in Exhibit "A-1" attached to this Amended and Restated Agreement, except that
cooperative advertising will not be deducted from "accountable gross" in
arriving at "gross proceeds") from first dollar as is set forth as the "Initial
Percentage" in the Pricing Schedule, escalating to that percentage of such Gross
Proceeds from and after Initial Artificial Breakeven as is set forth in the
Pricing Schedule as the "Increased Percentage," provided that home video
receipts shall be included in such Gross Proceeds on a royalty basis calculated
in accordance with the "Home Video Royalty" specified in the Pricing Schedule,
and provided further that no sums received in connection with Merchandising from
the First Sequel will be included in such Gross Proceeds in calculating Harvey's
participation under this Subsection (but rather shall be accounted to Harvey in
a separate Merchandising accounting pursuant to the provisions of Subsection (c)
below).

               (c Merchandising Participation. Harvey shall be entitled to
participate in sums received from Merchandising the First Sequel in accordance
with the provisions of the Merchandising Amendment (which sums are in addition
to the Rights/Services Fee components described in Subsections (a) and (b) of
this Section 2.8).

               (d Delay Amounts. Except to the extent caused by a Force Majeure
Event, in the event that for any reason after Universal provides Harvey with the
Final Notice in respect of a Theatrical Preclusion Period applicable to the
First Sequel the initial United States street release date of the home video
containing the First Sequel



                                       24
<PAGE>   25

does not occur by the second April 15th of the Theatrical Preclusion Period,
then Universal will pay to Harvey the "Daily Delay Amount" set forth in the
Pricing Schedule for each day during the period from and after such date to and
including the initial street release date of the home video, up to a maximum
aggregate amount equal to the "Aggregate Delay Amount" set forth in the Pricing
Schedule. If the initial United States street release date of such home video
occurs no later than one hundred twenty (120) days after the date of the general
United States theatrical release of the First Sequel, then the amounts payable
under this Subsection 2.8(d) shall increase only the fixed fee advance otherwise
payable under Subsection 2.8(a). If, on the other hand, the initial United
States street release date of such home video occurs more than one hundred
twenty (120) days after the date of the general United States theatrical release
of the First Sequel, then the amounts payable under this Subsection 2.8(d) shall
increase the fixed fee otherwise payable under Subsection 2.8(a) but such
increase shall not be treated as an advance against amounts due under Subsection
2.8(b). Except to the extent caused by a Force Majeure Event, the failure to
ever actually release the First Sequel theatrically on eight hundred (800) or
more screens following delivery of a Final Notice of a Theatrical Preclusion
Period related to such First Sequel shall be deemed to entitle Harvey to payment
of the Aggregate Delay Amount in accordance with the immediately preceding
sentence no later than the second July 15th of the Theatrical Preclusion Period,
and such Aggregate Delay Amount shall not be credited against any future
payments (for sequels or otherwise).

        Section 2.9 Rights/Services Fee For Additional Casper Pictures.

               (a Good Faith Negotiations. With respect to each Casper Picture
after the first Feature Casper Picture and the First Sequel (each such
subsequent Casper Picture being herein referred to as a "Subsequent Sequel"),
the Parties shall attempt to negotiate the Rights/Services Fee and the
Merchandising participation in respect thereof in good faith, provided that if
such Subsequent Sequel is subject to a Theatrical Preclusion Period, then:

                      (i The formula for determining the Rights/Services Fee
        (both fixed and contingent), and the Merchandising participation, as
        well as the advances payable with respect thereto, for such Subsequent
        Sequel shall be no less favorable for Harvey than the immediately
        preceding sequel to which a Theatrical Preclusion Period applied; and

                      (ii Amounts payable, if any, for delayed release shall be
        controlled by Subsection 2.8(d) above.

Such good faith negotiations in respect of any Subsequent Sequel may be
initiated at any time by Universal's giving written notice to Harvey that it
desires to set such Rights/Services Fee and the Merchandising participation,
provided that such written



                                       25
<PAGE>   26

notice may be given by Universal with respect to a Subsequent Sequel only after
the expiration of at least ninety (90) days from the initial theatrical release
in the Domestic Territory of all Casper Pictures for which the Rights/Services
Fee and the Merchandising participation have previously been determined, whether
by agreement (including this Amended and Restated Agreement with respect to the
first Feature Casper Picture and the First Sequel) or by the Baseball
Arbitration procedure described in Subsection (b) below.

               (b Baseball Arbitration. After the giving of such written notice,
the Parties shall have thirty (30) days in which to reach agreement on the
Rights/Services Fee and Merchandising participation applicable to the Subsequent
Sequel in question. If the Parties fail to reach agreement within such thirty
(30) day period, then at any time thereafter and prior to executing an agreement
on such Rights/Services Fee and Merchandising participation, either Party may
initiate the procedure set forth in this Subsection ("Baseball Arbitration") by
giving written notice to the other of its desire to initiate such procedure.
Thereafter the Parties shall follow the following procedure to determine such
Rights/Services Fee and Merchandising participation:

                      (i Selection of Panel. No later than the close of business
on the tenth (10th) business day following such written notice, each Party shall
provide written notice to the other setting forth (A) the identity of an
individual with experience in the entertainment industry selected by such Party
(who shall not be a present or former officer, director or partner of such
Party, or a current employee or constituent partner of such Party, or of any of
its Affiliates or of any of its current investment bankers, accounting firms or
law firms) to resolve such disagreement, (B) such individual's consent to serve
for such individual's customary hourly fees, and (C) the identity of up to ten
(10) suggested neutral individuals to serve as a third mediator who would meet
the qualifications set forth in clause (A) above. The mediators originally
designated by each Party shall promptly confer about the selection of a third
mediator from such lists, and within fifteen (15) business days following the
original notice of arbitration shall agree upon and (subject to availability)
select the third mediator from the lists submitted by the Parties or, if they
cannot agree upon a third mediator from such lists, shall otherwise agree upon
and select a third mediator not on such lists who meets the qualifications set
forth in clause (A) above, provided that if the originally designated mediators
cannot agree upon a third mediator by such date, the third mediator shall be a
retired judge designated by Judicial and Arbitration Mediation Services, Inc.,
located in Los Angeles, California. The three mediators so selected are herein
referred to as the "Panel."

                      (ii Submissions. Within five (5) business days after the
designation of the third mediator, each Party shall submit to the Panel such
party's proposal in the form of an agreement regarding the Rights/Services Fee
and the



                                       26
<PAGE>   27

Merchandising participation in respect of such Subsequent Sequel (other than
with respect to delay payments controlled by Subsection 2.8(d)). Each party's
respective proposal shall in substance be materially in accordance with the last
proposals made by such Party to the other Party during the course of the
aforementioned good faith negotiations between them.

                      (iii Proceedings Along with their proposals, the Parties
may submit such written memoranda, arguments, briefs and evidence in support of
their respective positions as they see fit and as a majority of the Panel may
permit or determine. Subject to the foregoing, no particular procedures are
intended to be imposed upon the Panel, it being the desire of the Parties that
any such disagreement shall be resolved as expeditiously and inexpensively as
reasonably practicable. In this regard, the Panel may follow such procedures,
consistent with the language of this Amended and Restated Agreement, as it deems
appropriate to the circumstances and with reference to the amounts in issue, and
may obtain testimonial evidence under oath from the Parties and their respective
witnesses as the Panel may determine.

                      (iv Decision. No later than sixty (60) calendar days
following the initial notice of arbitration described in Subsection 2.9(b) above
or, if Initial Notice for a Theatrical Preclusion Period has been given, no
later than the May 20th following such Initial Notice pursuant to Section 2.9(c)
below, the Panel shall, by majority vote, select one of the two proposals
submitted by the Parties as the form of agreement to be executed by the Parties
to evidence the Rights/Services Fee and/or Merchandising participation in
respect of such Subsequent Sequel, it being agreed that the Panel shall have no
authority to alter any such proposal in any way. Such selection shall be made by
the Panel on the basis of its determination that such proposal reflects
substantive terms that more closely reflect the market value of the rights
involved than the alternative proposal, taking into account the market values of
comparable rights, the financial performance of the immediately preceding
Sequel, and whether the Subsequent Sequel in question will be the subject of a
Theatrical Preclusion Period. Such determination by the Panel shall be final and
binding upon the Parties; and thereafter the Parties shall promptly execute the
form of agreement designated by the Panel, and their affairs (including, where
applicable, the floor for advances for a Subsequent Sequel set forth in Section
2.9(a)(i)) shall be governed accordingly. Notwithstanding the foregoing, the
Parties understand and agree that neither the commencement nor conclusion of any
Baseball Arbitration will obligate Universal to proceed to production with
respect to any Subsequent Sequel or to pay any Rights/Services Fee if it does
not proceed to production.

                      (v Costs. The Party whose proposal is not selected by the
Panel shall pay the costs of the arbitration, including the fees of each member
of the Panel, and shall additionally bear the reasonable fees and costs
(including reasonable



                                       27
<PAGE>   28

attorney's fees for Outside Attorneys) of the other Party in connection with
such proceeding.

                      (vi Hold Harmless of Panel Members. No member of the Panel
shall have any liability to the Parties in connection with service on the Panel,
and the Parties shall provide such indemnities to the members of the Panel as
they shall request.

               (c Coordination of Baseball Arbitration and Theatrical Preclusion
Period Procedures. If Universal gives Harvey an Initial Notice in respect of a
Theatrical Preclusion Period for a Subsequent Sequel and the Parties have not
yet agreed upon the Rights/Services Fee and/or Merchandising participation for
such Subsequent Sequel, then the Baseball Arbitration with respect to such
Subsequent Sequel shall commence within thirty (30) days following such Initial
Notice, and the Parties shall mutually instruct the Panel to render a decision
no later than the following May 20th. In the event that Universal timely
proceeds to Baseball Arbitration following its giving of Initial Notice and does
not give a Final Notice after the decision rendered therein, then and in such
event, up to Two Hundred Fifty Thousand Dollars ($250,000) of the amount paid
upon giving of the Initial Notice may be applied by Universal as an advance
against film payments due to Harvey for prior Casper Pictures and the balance
shall be treated as an advance against the Rights/Services Fee for the next
Casper Picture (and may be applied to amounts due upon the giving of an Initial
Notice with respect thereto, if applicable).

               (d Ability to Proceed to Production. It is understood and agreed
that, subject to Subsection (c) above, no portion of the Rights/Services Fee
with respect to a Subsequent Sequel (other than the amount due upon the giving
of Initial Notice) shall be due until the entire Rights/Services Fee has been
resolved either through negotiation or through Baseball Arbitration and that
Universal may proceed to production pending Baseball Arbitration of such
Rights/Services Fee.

        Section 2.10 Scope of Rights/Services Fees. It is understood and agreed
that Universal shall not be required to pay any other fees to members of the
Harvey Group, other than the Rights/Services Fees (and the Merchandising
participation) described herein and in the Merchandising Amendment, for
Universal's exclusive rights in respect of Casper Pictures and that such fees
(including Merchandising participation) are "all-in fees" for the pertinent
rights, including the rights to the use in any Casper Picture of the Character
Casper, the other Characters included in the first Feature Casper Picture and
the New Universal Elements, and for related ancillary rights including those in
the soundtrack of any such Casper Picture.

        Section 2.11 Ghostly Trio Rights. Subject to other provisions of this
Amended



                                       28
<PAGE>   29

and Restated Agreement and the Related Agreements, Harvey shall retain
non-exclusive theatrical motion picture rights to the Ghostly Trio, but will not
permit the release (except by a member of the Universal Group) of any theatrical
film that includes the Ghostly Trio or any of them prior to December 31, 2002.

                              ARTICLE 3: TELEVISION

        Section 3.1 Scope of Television Rights. Subject to Section 1.1,
Universal shall have the rights set forth in this Article 3 with respect to:

               (a All Characters and Products (other than New Pictures) which
the Harvey Group Exploited prior to the Settlement Date in the medium of
television. After the Settlement Date, Universal shall have no rights to such
Characters or Products under this Article other than those described in
Subsection 3.1(b) below.

               (b All Products featuring a Casper Character or having a Casper
Character's name in the title thereof which the Harvey Group intends to Exploit
on or after the Settlement Date in the medium of television.

        Section 3.2 Term of Rights. Universal shall have the rights set forth in
this Article 3 during the period commencing on the Original Agreement Date and
continuing until the applicable date set forth below:

               (a December 7, 2003, for the rights set forth in Sections 3.4(a)
        and 3.4(b) as applied to New Television Products (including live action
        and animated) in which the Character Casper is the principal Character
        or in the title for which Casper's name appears as a reference to such
        Character;

               (b June 30, 2001, for the rights set forth in Sections 3.4(a) and
        3.4(b) as applied to New Television Products (including live action and
        animated) in which another Casper Character (i.e., other than Casper) is
        the principal Character or in the title of which Casper's name does not
        appear but another Casper Character's name does as a reference to such
        other Character;

               (c December 7, 2003, for the rights described in Subsection
        3.3(a);

               (d The Settlement Date for the rights described in Section
        3.3(b); and

               (e December 7, 2000 for the rights described in Section 3.5.

Provided that, the expiry dates for the rights referred to in Subsections (a),
(b) and (c) above will be December 7, 2000, unless (x) on or before June 15,
2000, Universal has provided Harvey with a Final Notice of an anticipated
release of the First Sequel on or



                                       29
<PAGE>   30

prior to Labor Day 2001, (y) such First Sequel is, in fact, initially released
in at least eight hundred (800) theaters in the Domestic Territory on or prior
to Labor Day 2001, and (z) with respect to Subsection (c) only, the projected
theatrical box office for such First Sequel in the Domestic Territory exceeds
One Hundred Million Dollars ($100,000,000).

                Section 3.3 Harvey Library.

               (a Domestic Territory. With respect to television Exploitation of
Harvey Library Products, the Harvey Group is free to enter into agreements with
third Persons with respect to the television Exploitation of Harvey Library
Product, provided that such agreement is entered into on or before December 31,
1990; provided, however, that the term of the television Exploitation of Harvey
Library Products by third Person(s) pursuant to any such agreement shall not
exceed six (6) years from the date of such agreement. With respect to all other
television Exploitation of Harvey Library Products in the Domestic Territory,
Universal shall have First Negotiation/First Refusal Rights, except that on and
after the Settlement Date such First Negotiation/First Refusal Rights shall be
applicable only to Characters and Products described in Subsection 3.1(b).

               (b Foreign Territory. With respect to all television Exploitation
of Harvey Library Products in the Foreign Territory, subject only to licenses in
existence on the Original Agreement Date and listed or otherwise referred to on
the Schedules to the Stock Purchase Agreement, Universal's First
Negotiation/First Refusal Rights shall expire on the Settlement Date.

        Section 3.4 New Television Products.

               (a General. Subject to Subsections 3.4(b) and (c) below, with
respect to all New Television Products, Universal shall have First
Negotiation/First Refusal Rights, except that on and after the Settlement Date
such First Negotiation/First Refusal Rights shall be applicable only to
Characters and Products described in Subsections 3.2(a) and 3.2(b)).

               (b Made-for-Video Products. In accordance with Subsection 3.4(a),
Universal shall have First Negotiation/First Refusal Rights with respect to the
Television Exploitation of Characters and Products which the Harvey Group
Exploits initially in the home video market ("Made-for-Video-Products");
provided, however, that the Harvey Group shall have the right to transfer
television rights in a Made-for-Video Product to a third Person in conjunction
with the concurrent transfer of home video rights therein to such third Person,
without according Universal First Negotiation/First Refusal Rights, if but only
if the Board of Directors of Harvey has determined in its good faith business



                                       30
<PAGE>   31

judgment that such transfer of television rights to such third Person is
necessary so as not to frustrate Harvey's ability to conclude the agreement with
such third Person for the transfer of home video rights in the Made-for-Video
Product on acceptable terms.

               (c First-Run Primary License. Harvey shall have the right to
directly license a first-run New Television Product to a Network, on a "primary
license" basis (i.e., for a limited number of runs over a limited number of
years within a single form of media within a distinct territory). For purposes
of this Subsection 3.4(c), a "Network" shall mean a nationally broadcast
network, such as ABC, CBS, NBC, FBC, UPN and WB, any integrated national pay
television service (such as HBO and Showtime) or any integrated national basic
television service (such as USA, Nickelodeon, Lifetime and the Family Channel),
but shall not mean a so-called "ad hoc" network or a so-called "superstation."

        Section 3.5 Special Holdback on Animated New Television Products. If
Universal initiates the development and/or production of a Feature Casper
Picture to which a Theatrical Preclusion Period does not apply, the Harvey Group
shall not Exploit (other than in connection with any then existing licenses) any
animated New Television Product with respect to the Character(s) which is/are
featured in such Picture or upon which such Picture is based (nor renew or
extend any then existing licenses in connection therewith) for the period
commencing on the date which Universal notifies the Harvey Group that it has
Green-Lighted such Picture, and continuing until the date which is the earliest
of:

               (a The earlier of:

                      (i Eighteen (18) months after the commencement of the
               initial theatrical release of such Picture, or

                      (ii Except in the case of the first Feature Casper
               Picture, thirty-six (36) months after the date of Universal's
               "Green-Light" notice; or

               (b The abandonment of such Picture by Universal; or

               (c December 7, 2000;

Provided that Universal agrees in each instance to consider whether and to what
extent in Universal's good faith business judgment such a television "holdback"
is necessary for purposes of Universal's marketing plan for the applicable New
Picture; and provided further that the foregoing shall not preclude the
appearance of any such Character in an animated New Television Product in which
such Character is not a "series" regular, provided such Character appears only
incidentally in connection therewith.



                                       31
<PAGE>   32

        Section 3.6 Subagents. Universal shall not utilize any subagents in
connection with Universal's television distribution of New Television Products
without Harvey's approval (such approval not to be unreasonably withheld).

                              ARTICLE 4: HOME VIDEO

        Section 4.1 Home Video. This Section is hereby deleted.

        Section 4.2 Harvey Library. As of August 22, 1997, Universal and Harvey
entered into an Assignment and Assumption Agreement, attached hereto as Exhibit
4.2, pursuant to which Universal assigned back to Harvey all of Universal's then
existing rights in the home video exploitation of Harvey Library Products. Such
Assignment and Assumption Agreement is hereby incorporated by reference as
though set forth fully hereat.

        Section 4.3 New Television Products. This Section is hereby deleted.

        Section 4.4 Made-for-Video Products.

               (a Applicable Product. Subject only to licenses in existence on
the Original Agreement Date and listed on or referenced in the Schedules to the
Stock Purchase Agreement, Universal shall have a First Negotiation/First Refusal
Right with respect to the production, distribution and other Exploitation in the
home video market of the first Post-Sequel Casper Video, which Right may be
exercised only once. For purposes hereof, the "Post-Sequel Casper Video" shall
be the first feature-length Made-for-Video Product (whether live action or
animation or a combination) that is initially released, by either Harvey or by
any of its direct or indirect licensees, sublicensees, distributors or
subdistributors, after the First Sequel's initial theatrical release in the
Domestic Territory and that (i) has the Character known as "Casper" as the most
prominently featured Character in the Made-for-Video Product, and/or (ii) has
the name "Casper" (as a reference to such Character) in the title of the
Made-for-Video Product.

               (b Certain Protective Provisions. If Universal exercises such
First Negotiation/First Refusal Right, if the Parties agree to terms for
Universal's acquisition of rights in the Post-Sequel Casper Video, and if
Universal timely releases such Made-for-Video Product in accordance with such
terms of agreement, then Harvey will agree that there will be no initial release
by Harvey, or by any of its licensees, distributors or subdistributors, during
the six (6) months preceding and the nine (9) months following the initial
release of the Post-Sequel Casper Video, of any Made-for-Video Product that
includes a Casper Character, except for Made-for-Video Products of less than
thirty-five (35) minutes duration (exclusive of main and end titles).



                                       32
<PAGE>   33

               (c Time for Exercise. The First Negotiation/First Refusal Right
granted to Universal under Subsection 4.4(a) shall be in effect from the
Settlement Date through the close of business on December 7, 2000 and shall
apply to any proposal made on or before December 7, 2000, even if such proposal
relates to a Post-Sequel Casper Video that is to be released after December 7,
2000 because of the timing of the release of the First Sequel. Harvey agrees
that it will not make any such proposal related to a Post-Sequel Casper Video
which would require the exercise of such First Negotiation First Refusal Right
before the earlier of the following applicable dates, subject to the conditions
for applicability set forth below:

                      (i January 1, 1999, if Universal has provided a Final
        Notice to Harvey of a Theatrical Preclusion Period commencing on April
        15, 1999 or has otherwise notified Harvey by January 1, 1999 that the
        First Sequel will be released during 1999; and

                      (ii January 1, 2000 if Universal has provided a Final
        Notice to Harvey of a Theatrical Preclusion Period commencing on April
        15, 2000 or has otherwise notified Harvey by January 1, 2000 that the
        First Sequel will be released during 2000;

        Section 4.5 "Premiums." The terms of this Article 4 shall not be
applicable with respect to any distribution of any Product by means of home
video devices which are distributed as "premiums" (i.e., which are sold or given
away as part of a package with other products or services which are not the
subject of this Amended and Restated Agreement, or which are sold at a reduced
price in conjunction with the sale of other products or services which are not
the subject of this Amended and Restated Agreement), and the same shall be
governed entirely by the provisions of Article 5 below, as modified by the
Merchandising Amendment.

        Section 4.6 Certain Restrictions on Universal Catalog Activities. During
each Video Restricted Period, as defined below, Universal will Exploit its home
video Products in which the Character Casper is the most prominently featured
Character (or in which the name Casper appears in the title of the Product as a
reference to such Character) (a "Casper Video"), including home videos of
Universal's animated television shows featuring the Character Casper, only in a
manner generally consistent with Universal's or the home video industry's
historical practices respecting sales of such types of products without regard
to the concurrent initial release by Harvey (or by one of its licensees,
distributors, sublicensees or subdistributors) of a Made-for-Video Product which
is a Casper Video. For purposes of the foregoing, a "Video Restricted Period"
shall mean each of the following:

               (a The last three calendar months of 1997;



                                       33
<PAGE>   34

               (b The last three calendar months of 1998; and

               (c The ninety (90) day period following Harvey's initial release
        of the first Casper Video that is initially released after each
        Theatrical Preclusion Period.

                            ARTICLE 5: MERCHANDISING

        Section 5.1 Efficacy. The provisions of this Article 5 shall be subject
to the further provisions of and shall be qualified in their entirety by the
Merchandising Amendment and the Merchandising Side Letter incorporated therein
from and after January 21, 1997 (the "Merchandising Amendment Date"). The
provisions of this Article 5 shall be effective without regard to the
Merchandising Amendment only for Merchandising licensing agreements which
commenced prior to the Merchandising Amendment Date.

        Section 5.2 Term. With respect to the Merchandising Exploitation of all
Characters and Products, the Parties shall, for Merchandising licensing
agreements which commenced prior to the Merchandising Agreement Date (and no
others), have the respective rights and obligations set forth in this Article 5
during the period commencing on the Original Agreement Date and continuing until
the earlier of the expiration of the term of such Merchandising licensing
agreement or the date which is ten (10) years from the Original Agreement Date;
provided that such term shall be extended in the following instances:

               (a In connection with any Characters featured in a Feature New
        Picture with respect to which Universal has the right hereunder to
        initiate and/or release after the expiration of such ten (10) year term,
        Universal shall have the right to be the exclusive licensing agent of
        the Harvey Group for such Character for Picture-related Merchandising
        Exploitation during the period commencing upon the Harvey Group's
        receipt of notice from Universal that such a New Picture featuring such
        Character has been "Green-Lighted" and continuing until the date which
        is the earlier of (i) Universal's abandonment of the New Picture; or
        (ii) the date which is 3 years after the date of the commencement of the
        initial theatrical release of the New Picture; or (iii) the date which
        is thirty (30) months after the Harvey Group's receipt of notice from
        Universal that such New Picture has been "Green-Lighted," if as of such
        date the New Picture has not been released; and

               (b In connection with any Character featured in a New Picture
        which is theatrically reissued after the expiration of such ten (10)
        year term, Universal


                                       34
<PAGE>   35

        shall have the right to be the exclusive licensing agent of the Harvey
        Group for such Character for Picture-related Merchandising Exploitation
        during the period commencing six (6) months prior to the scheduled
        commencement of the initial theatrical reissue of the New Picture and
        continuing until the date which is twelve (12) months after the date of
        the commencement of the initial theatrical re-issue of the New Picture
        (provided, that the Harvey Group agrees to consider in good faith, and
        upon Universal's request, extending the aforesaid twelve (12) month
        period on a case-by-case basis (for example, if the New Picture
        originally performed exceptionally well at the box-office or acquired
        seasonal significance (as a Christmas Picture, for example) there may be
        a greater market for Picture-related Merchandising).

In any event, any approved licenses granted by Universal hereunder to third
Persons prior to the expiration of the foregoing periods shall remain in force
following such expiration, and the respective rights and obligations of the
Parties hereto shall similarly remain in force with respect to such licenses
until such licenses expire by their terms.

        Section 5.3 Existing Licenses/Leisure Concepts Agreement. Following the
Original Agreement Date, with respect to all Existing Merchandising Licenses,
Universal shall, for the benefit of the Harvey Group, fulfill the servicing
obligations of the Harvey Group pursuant to such Existing Merchandising
Licenses, and remit all sums so collected to the Harvey Group, free of any
charge or fee by Universal other than the deduction of Universal's direct
out-of-pocket costs (but not to exceed, in the aggregate, the lesser of (i)
Twenty-Five Thousand Dollars ($25,000) per year, or (ii) five percent (5%) of
the sums so collected). In the event that the agreement between Harvey
Publications, Inc. and Leisure Concepts, Inc. dated May 19, 1987 has not been
terminated prior to the Original Agreement Date, the Harvey Group shall exercise
its rights pursuant to Paragraph 8 of said agreement to cause the termination of
the agreement effective December 31, 1990.

        Section 5.4 New Licenses. With respect to all Merchandising Exploitation
of Characters and Products (other than Merchandising of New Pictures, and
Merchandising pursuant to Existing Merchandising Licenses):

               (a Universal Exclusive Agency. Universal shall have the right to
be the exclusive licensing agent of the Harvey Group for Merchandising
Exploitation and, subject to the other terms and conditions hereof, the Harvey
Group shall not itself nor permit third Persons to Exploit or grant licenses for
the Exploitation of Merchandising rights in Characters and Products. Harvey
shall have the right to approve Universal's use of sub-agents and Universal's
business and creative decisions (including without limitation the duration of
any such license or commitment) with respect to Universal's exercise of
Merchandising licensing rights. Such approvals by Harvey shall not be



                                       35
<PAGE>   36

unreasonably withheld, but may be unreasonably withheld during the period from
and after April 22, 1993 to the Merchandising Amendment Date (the "Merchandising
Letter Period").

               (b Fees. In connection with Universal's exercise of the
Merchandising licensing rights granted hereby:

                      (i Universal shall have the right to retain a fee of
twenty percent (20%) of all revenues from Merchandising pursuant to its
Merchandising licenses hereunder including without limitation revenues from
Merchandising royalties pursuant to its Merchandising licenses for New Pictures;
provided that during the Merchandising Letter Period, Universal shall have the
right to retain a fee of thirty percent (30%) of all revenues received by
Universal from Merchandising royalties pursuant to its Merchandising licenses
for all Characters and Products other than from its Merchandising licenses for
New Pictures.

                      (ii In the event Universal uses a third Person as a
sub-agent in connection with the grant of Merchandising licenses, the combined
fees of such sub-agent and Universal shall not exceed forty percent (40%) of all
revenues from Merchandising pursuant to the applicable licenses; provided that
during the Merchandising Letter Period such third party agent fees or
commissions shall not exceed twenty percent (20%) and shall be deducted from
revenues received from Merchandising royalties (with Universal's fees being owed
on such net revenues from such third parties).

                      (iii During the Merchandising Letter Period:

                             (A) Costs up to ten percent (10%) that are incurred
        by Universal in exercise of the Merchandising rights hereunder shall be
        deducted from Merchandising revenues prior to calculating Universal's
        Merchandising fee, it being agreed that "costs" shall be defined as all
        out of pocket direct expenses paid by Universal in good faith to third
        parties in connection with the exercise of Merchandising rights herein,
        including without limitation artwork and licensing kit development and
        reproduction costs, freight, travel and entertainment directly related
        to the specific property, trade show expenses related to the Characters
        and Products, and promotional, marketing and advertising expense, but
        excluding "overhead" which is defined as employees' salaries, occupancy
        costs, office supplies, equipment rental and corporate overhead; and

                             (B) Copyright and trademark expenses and litigation
        or other legal expenses related to the specific property shall also be
        deducted from Merchandising revenue prior to calculating Universal's
        Merchandising fee.


                                       36
<PAGE>   37

                      (iv During the Merchandising Letter Period, Harvey will
pay Universal an additional four percent (4%) of gross revenue from printing
premium comics in connection with a Promotion negotiated by Universal.

               (c Harvey Group Direct Licensing. Except during the Merchandising
Letter Period, the Harvey Group shall have the right, pursuant to the Marketing
Plan prepared under Section 5.5 below, to grant certain Merchandising licenses
directly to licensees without having Universal as the licensing agent, including
the right to enter into agreements for so-called "master toy licenses" and
"premiums" ("Harvey Group Licenses"); provided that any "master toy license"
must contain a so-called "bump-up" provision providing for increased royalties
in the event a New Picture is released which features or is based on the
Character(s) which are the subject of such license. With respect to the Harvey
Group's exercise of direct Merchandising licensing rights hereunder:

                      (i The Harvey Group shall pay Universal a fee of seven and
        one-half percent (7 1/2%) of all revenues from "master toy licenses" and
        five percent (5%) of all revenues from Merchandising pursuant to any
        other Harvey Group Licenses; and

                      (ii Universal shall have the right to approve the Harvey
        Group's business decisions with respect thereto, which approval shall
        not be unreasonably withheld; provided however, that Universal's right
        to approve the Harvey Group's business decisions with respect to the
        "master toy licenses" shall be limited to approval (not to be
        unreasonably withheld) of the "bump-up" provision and any other aspects
        of the master toy license directly relating to or directly affected by
        the release of a New Picture which features or is based on the
        Character(s) which are the subject of such license.

        Section 5.5 Marketing Plan. Following the Original Agreement Date, it is
the intention of Universal and the Harvey Group to create an overall marketing
plan for Merchandising Exploitation of all Characters and Products (other than
New Pictures) ("Marketing Plan"), which Marketing Plan shall include, inter
alia, a breakdown of those areas of Merchandising Exploitation with respect to
which the Harvey Group shall have the right to grant Harvey Group Licenses
directly to third Persons; provided that Harvey shall not have any such right
during the Merchandising Letter Period.

        Section 5.6 Style Book. This Section is hereby deleted.

        Section 5.7 Special Holdback on Harvey Group Licenses; Designation of
Merchandising Revenues. This Section is hereby deleted.



                                       37
<PAGE>   38

        Section 5.8 Special Holdback on Universal Licenses. This Section is
hereby deleted.

        Section 5.9 Merchandising Exploitation of Feature New Pictures. This
Section is hereby deleted.

                             ARTICLE 6: THEME PARKS

        Section 6.1 Scope of Article. With respect to all Exploitation of
Characters and Products in connection with Theme Parks owned, controlled or
operated by Universal ("Universal Parks"), the respective rights and obligations
of the Parties shall be as is set forth in this Article 6, provided that from
and after the Settlement Date, except as may be set forth in and subject to the
Parties' agreement upon and, if such agreement is reached, execution of a
Stroller Agreement that was under negotiation by the Parties as of the
Settlement Date (the "Stroller Agreement"). Universal's rights under this
Article 6 and any reference to "Characters" and/or "Products" in connection with
such rights shall be limited to the Exploitation in connection with Universal
Parks of Casper Characters and Products. For purposes of clarification,
Universal's Theme Park Exploitation of Characters or Products may only be of
Casper Characters or Products except for the limited exploitation which may be
permitted by a Stroller Agreement (if any) of Characters or Products other than
Casper Characters or Products. When the term "Theme Parks" is used in this
Amended and Restated Agreement, it shall mean any physical setting and its
related (including adjacent) facilities, not necessarily requiring admission
fees or tickets, (a) that was constructed primarily for the amusement,
entertainment or recreation of patrons, (b) that contains plantings, delineated
or separated areas of amusement, recreation and entertainment, and multiple
permanent attractions, and (c) that contains or is based on one or more thematic
presentations, provided that such physical setting is comprised, together with
its related facilities, of at least fifty (50) acres and such physical setting,
together with improvements thereon and its related or adjacent facilities, has a
current replacement value of at least One Hundred Million Dollars
($100,000,000).

        Section 6.2 Universal Exclusive Rights and Territories. Except as may be
otherwise set forth in the Stroller Agreement, Universal shall have the
following rights with respect to Theme Park Exploitation of Characters and
Products (whether in the form of Strollers, Attractions, Promotions or
otherwise):

               (a Term. As used herein, the term "Initial Period" shall refer to
the period commencing on the Original Agreement Date and continuing until the
latest to occur of the following applicable dates: (i) the date which is fifteen
(15) years from the date Universal closes the Qualifying Attraction in question
(provided Universal has not



                                       38
<PAGE>   39

permanently re-opened the Qualifying Attraction in the interim), in connection
with any Character(s) which is/are a principal element in a Qualifying
Attraction; or (ii) the date which is twenty (20) years from the Original
Agreement Date, in connection with any Character(s) featured in or based on
which Universal causes the production of a Feature New Picture; or (iii) the
date which is ten (10) years from the Original Agreement Date in connection with
any other Character(s); and the term "Subsequent Period" shall refer to the
period commencing on expiration of the Initial Period and continuing thereafter
for a period of ninety-nine (99) years.

               (b United States/Initial Period. During the Initial Period:

                      (i California and Florida. Universal shall have the
exclusive right of Theme Park Exploitation for all Theme Parks within the states
of California and Florida.

                      (ii All Other U.S. States. Universal shall have the
exclusive right of Theme Park Exploitation for all Theme Parks in all states and
possessions of the United States other than California and Florida ("Other
States"); provided however, that the Harvey Group shall have the limited right
to use the Characters as Strollers in connection with special entertainment
events at Theme Parks in Other States for not more than six days per year in any
single Theme Park ("Special Appearances"), provided that the Harvey Group shall
not directly advertise or permit the direct advertisement of the same within the
states of California and Florida. Notwithstanding the foregoing, if Universal
uses any Character as a Stroller or uses any Character or Product as a principal
element in a Qualifying Attraction in any Universal Park in an Other State, then
for as long as any Characters and/or Products are so used at such Universal
Park, Universal shall have the exclusive right of Theme Park Exploitation within
such Other State and in areas within other states and possessions beyond such
Other State within a one hundred fifty (150)-mile radius of such Universal Park
("Exclusivity Zone"), and the Harvey Group shall not use or permit the use of
Characters for Special Appearances, or directly advertise or permit any direct
advertising regarding such Special Appearances, within the Exclusivity Zone;
provided, however, that the foregoing shall not preclude any Continuing Third
Party Theme Park Rights.

                      (iii Total United States Exclusivity. Notwithstanding
anything to the contrary contained in Paragraph (ii) above, in the event that
Universal uses any Character or Product as the principal element of a Qualifying
Attraction at an Universal Park anywhere in the United States, then for as long
as any Character or Product is so used at such Universal Park and for a period
of fifteen (15) years thereafter, Universal shall have the exclusive right of
Theme Park Exploitation for the entire United States; provided however that the
foregoing shall not preclude any Continuing Third Party Theme Park Rights.



                                       39
<PAGE>   40

               (c United States/Subsequent Period. During the Subsequent Period,
Universal shall have non-exclusive Theme Park Exploitation rights in the United
States.

               (d Exception for Harvey Parks. Notwithstanding the exclusivity
provisions set forth in this Section 6.2, Harvey shall have the right to utilize
Characters and Products in and in connection with Theme Parks owned or
controlled by the Harvey Group ("Harvey Parks"), but only if the particular
Harvey Park is more than one hundred fifty (150)-miles from any Universal Park
which Universal owned, controlled or operated prior to Harvey's taking ownership
or control of such Harvey Park.

               (e United Kingdom, France or Japan. During the Initial Period, if
Universal uses any Character as a Stroller or uses any Character or Product as a
principal element in a Qualifying Attraction in an Universal Park in the United
Kingdom, France and/or Japan (whichever country is applicable shall be referred
to as the "Applicable Country"), then for as long as any Character or Product is
so used at an Universal Park in the Applicable Country, Universal shall have the
exclusive right of Theme Park Exploitation in such Applicable Country; provided
that the foregoing shall not preclude any Continuing Third Party Theme Park
Rights. During the Subsequent Period, Universal shall have non-exclusive Theme
Park Exploitation rights in the Applicable Country.

               (f All Other Territories. With respect to all territories of the
universe other than the United States, the United Kingdom, France and Japan,
Universal shall have non-exclusive rights of Theme Park Exploitation during the
Initial Period only; provided that Universal shall retain non-exclusive Theme
Park Exploitation rights during the Subsequent Period with respect to any
country within such other territories in which Universal is using a Character as
a Stroller or is using a Character or Product as a principal element in a
Qualifying Attraction at an Universal Park at the time of expiration of the
Initial Period.

        Section 6.3 Harvey Group Merchandising Space. Within a reasonable period
of time following the Original Agreement Date, Universal shall dedicate not less
than one hundred fifty (150) square feet of merchandise space at each of the
Universal Studios-Hollywood Theme Park and the Universal Studios-Florida Theme
Park for the sale of Harvey Group Merchandise and publications. In the event any
other Universal Park actually uses any Characters as Strollers, such Universal
Park shall dedicate not less than one hundred fifty (150) square feet of
Merchandise space at such Universal Park for the sale of Harvey Group
merchandise and publications. Notwithstanding the foregoing, from and after the
Settlement Date, the amount of merchandise space dedicated to Harvey Group
merchandise and publications shall be equitably reduced in



                                       40
<PAGE>   41

light of the reduction in the number of Characters subject to this Article 6.
Such equitable reduction will be based on actual historical usage, but the
amount of merchandise space so committed at any relevant Theme Park shall be no
less than one hundred (100) square feet. In the event any Universal Park
actually uses any Characters as part of a Qualifying Attraction, then in lieu of
the foregoing provisions, Universal shall dedicate an aggregate total of not
less than three hundred (300) square feet of merchandise space at such Universal
Park for the sale of Harvey Group merchandise and publications.

        Section 6.4 Licensing Fees, Joint Logo Merchandise and Promotions. With
respect to any Universal Park which actually uses the Characters and/or Products
as Strollers, Attractions and/or Promotions, the following shall apply to such
Universal Park, subject to the terms of the Stroller Agreement if such Agreement
is entered into:

               (a Licensing Fees. Universal shall pay the Harvey Group a
licensing fee of ten percent (10%) of Universal's wholesale cost of purchasing
the Harvey Group merchandise and publications to be sold at such Universal Park,
provided that if wholesale shipments to Universal of such merchandise and
publications include so-called "free goods" as well as paid-for merchandise and
publications, Universal shall account to the Harvey Group on the basis of all
such merchandise and publications received (i.e., paid-for merchandise and
publications plus free goods); provided however, that the licensing fee payable
to the Harvey Group in connection with any Universal Park to which this Article
6 is applicable shall not be less than twenty-five thousand dollars ($25,000)
for each year in which this Article 6 is applicable. For each year in which this
Article 6 is applicable to an Universal Park, if the amount otherwise payable to
the Harvey Group pursuant to this Subsection 6.4(a) with respect to such
Universal Park is less than the amount which would have been payable if the
licensing fee were five percent (5%) of Universal's retail sales of Harvey Group
merchandise and publications at such Universal Park, Universal shall pay the
amount of the difference to the Harvey Group as a non-returnable advance against
the twenty-five thousand dollar ($25,000) minimum amount payable to the Harvey
Group for the following year(s) in connection with such Universal Park. If
Universal constructs a Qualifying Attraction at an Universal Park in California
or Florida, wherein any Character or Product is the principal element of such
Attraction, then Universal and the Harvey Group shall renegotiate in good faith
the licensing fees payable pursuant to this Subsection 6.4(a).

               (b) Joint Logo Merchandise. Provided that the Harvey Group is not
precluded from doing so by any existing exclusive licensing agreements, the
Harvey Group and Universal shall cooperate in the development of so-called
"joint logo merchandise" (i.e., merchandise which features the logo of or
reference to a Harvey Character and/or Product and the applicable Universal
Park) for sale at such Universal Park.



                                       41
<PAGE>   42

               (c) Universal Distribution Company Catalog. Universal shall
include descriptions of Harvey Group merchandise sold in any applicable
Universal Park, in the catalog marketed by Universal Distribution Company which
contains descriptions of other merchandise sold at such Universal Park.

               (d) Harvey Group Cartoon Films. Universal shall, in such
instances as Universal and Harvey mutually deem appropriate, use Harvey Library
and new Harvey cartoon films on so-called "cue line" videos within the
applicable Universal Park.

               (e) Corporate Sponsors. Universal and the Harvey Group shall
endeavor to develop, both jointly and with corporate sponsors, joint promotions,
distributions of "premiums," so-called "bounce-backs" and related forms of
Promotions with respect to the applicable Universal Park.

        Section 6.5 Harvey Approval Right. Harvey shall have the right to
approve the character designs, attributes and characterizations of the
Characters to be utilized by Universal as Strollers or in Attractions, as well
as the story line, if any, for an Attraction, for the purpose of ensuring that
the Characters are depicted in this regard in a manner consistent with the
integrity and artistic representation of the Characters as the same have been
depicted prior to the Original Agreement Date (such approval not to be
unreasonably withheld).

                           ARTICLE 7: OTHER COVENANTS

        Section 7.1 All Other Media. This Article is hereby deleted, and
Universal acknowledges that it has no rights under this Amended and Restated
Agreement to exploit Characters and/or Products in any medium other than the
rights specifically granted under this Amended and Restated Agreement, including
the rights specifically granted under Subsection 2.5(d).

        Section 7.2 Mutual Release.

               (a) General. Except as expressly set forth below, Harvey, on
behalf of itself and each of its direct and indirect subsidiaries, hereby
releases, remises, acquits and forever discharges each member of the Universal
Group, and Universal, on behalf of itself and each of its direct and indirect
subsidiaries, hereby releases, remises, acquits and forever discharges each
member of the Harvey Group, from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, actions,
causes of action, suits, rights, demands, costs, losses, debts and expenses
(including attorneys' fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, that the releasing Party
and its direct and indirect subsidiaries (collectively, the "Releasor") ever



                                       42
<PAGE>   43

had prior to the Settlement Date which arises from or relates to the existence,
performance or non-performance of any of the Related Agreements, the Original
Form of Agreement or the Letter Amendments, including, but not limited to,
rights arising out of alleged violations of any contracts, express or implied
(including without limitation claims relating to Merchandising, television,
Harvey's 1997 Casper Made-for-Video, and other filmed Products), any covenant of
good faith and fair dealing, express or implied, or any tort (each of the
foregoing being referred to individually as a "Claim" and collectively as
"Claims").

               (b) Included Releasees. The releases of each member of the Harvey
Group and of the Universal Group set forth in Subsection 7.2(a) above shall be
deemed to include a release of (a) each such Group member's parents,
subsidiaries, affiliated companies, divisions, predecessors, successors and
assigns, and (b) each such Group member's and each of the foregoing's officers,
directors, representatives, employees and agents in their respective capacities
as such (all of the persons and entities referred to above, including each such
Group member, in their capacities as releasees being collectively referred to as
the "Releasees"),

               (c) Scope of Release. With respect to those matters that are the
subject of the releases given in this Section 7.2, each Releasor expressly
waives and relinquishes all rights and benefits afforded by California Civil
Code Section 1542, to the extent, if any, that the same is applicable, and does
so understanding and acknowledging the significance of such specific waiver of
Section 1542. Section 1542 states as follows:

        "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
        KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
        RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
        SETTLEMENT WITH THE DEBTOR."

Thus, notwithstanding the provisions of Section 1542, and for the purposes of
implementing a full and complete release and discharge of the Releasees with
respect to those matters that are the subject of the releases given in Section
7.2, each Releasor expressly acknowledges that this Release is intended to
include in its effect, without limitation, Claims within the scope of the
releases given in Section 7.2 that Releasor does not know or suspect to exist in
Releasor's favor at the time of execution hereof.

               (d) Exclusions. Notwithstanding the foregoing, nothing in this
Section 7.2 shall operate, or shall be construed or interpreted, as a release,
acquittal, discharge or waiver of any of the following, and none of the
following shall be included in the Claims that are the subject of the releases
contained in Section 7.2:



                                       43
<PAGE>   44

                      (i) Any rights to payments in the ordinary course between
the Parties arising under any of the Related Agreements, including without
limitation rights to payment first arising on and after the Settlement Date;

                      (ii) Any rights to an accounting or audit rights arising
under any of the Related Agreements, including without limitation the rights set
forth in Section 8.11 and under analogous provisions or rights of the other
Related Agreements; and

                      (iii) Claims against Jeffrey Franklin and/or Steve
Waterman, each such Person's affiliated companies, successors and assigns (other
than Universal, Harvey and their affiliated companies), and each of the
foregoing Person's officers, directors, representatives, employees and agents in
their respective capacities as such.

        Section 7.3 Additional Consultation Rights. In addition to, and not in
lieu of, any approval and/or consultation rights that such Party may have under
the other provisions of this Amended and Restated Agreement or any other Related
Agreement:

               (a) Universal shall have the right to be kept reasonably informed
        of creative and business matters and to consult with Harvey with respect
        to Harvey's Exploitation of Casper Characters and Products in which a
        Casper Character is featured or the title of which refers to the name of
        a Casper Character as a reference to such Character, including without
        limitation Merchandising activities; and

               (b) Harvey shall have the right to be kept reasonably informed of
        creative and business matters and to consult with Universal with respect
        to Universal's Exploitation of the rights granted to it hereunder.

Such consultation rights will, subject to legal restrictions and requirements,
include the right of each Party to be reasonably and timely informed about
anticipated video release dates of the other.

        Section 7.4 Paramount Pictures Agreement. Universal agrees not to assert
any rights against Harvey that Universal may have under its agreement with
Paramount Pictures dated September 2, 1994, so as to limit Harvey's rights
hereunder with respect to any Characters other than Casper.

        Section 7.5 Additional Payments. In connection with the negotiation and
execution of this Amended and Restated Agreement and in addition to the other
payments called for hereby, (a) Universal paid to Harvey on or about the
Settlement Date, and Harvey hereby acknowledges receipt of, the "Film Advance
Amount" set forth in the Pricing Schedule, which amount was paid as a
nonrefundable advance against



                                       44
<PAGE>   45

future payments that may become due from Universal to Harvey under the
Rights/Services Fee for the first Feature Casper Picture (other than amounts due
for Harvey's Merchandising participation therein); and (b) on the Library
Closing Date, Universal will pay to Harvey the amounts called for under the
Merchandising Amendment to be paid upon such date.

                          ARTICLE 8: GENERAL PROVISIONS

        Section 8.1 New Universal Elements. In connection with any fanciful or
literary and/or artistic character which is after the Original Agreement Date
created by Universal in connection with any Filmed Entertainment Product (or is
after the Original Agreement Date acquired by Universal but has not been
previously Exploited by any Persons prior to being included in such Filmed
Entertainment Product) and which either (x) constitutes a major story element
within such Product (and is shown as interacting with the Characters therein) or
(y) is otherwise derivative of (or shown as having a family relationship with)
the Characters in such Product ("New Universal Element"), the Parties shall have
the following rights in connection with the further Exploitation of such New
Universal Element:

               (a) Universal and the Harvey Group shall each own and control
fifty percent (50%) of all rights in and to such New Universal Element and shall
split fifty-fifty (50-50) any revenues derived in connection with the sale or
license of rights in and to the New Universal Element.

               (b) As between Universal and the Harvey Group, Harvey shall be
entitled to administer the rights in and to such New Universal Element; provided
however, that Universal shall have the exclusive right to initiate the
development, production and/or creation of any Filmed Entertainment Products
based on or featuring such New Universal Element for a period concurrent with
the duration of the Casper Initiation Term.

The Parties shall negotiate in good faith with respect to the terms and
conditions applicable to any Filmed Entertainment Products using such New
Universal Element (including the Rights/Services Fee (if any) payable to Harvey
in connection therewith). Subject to the provisions of Subsections 2.5(i) and
2.9(c), in the event that the Parties cannot reach agreement with respect to any
such Filmed Entertainment Product, rights to exploit Products
made-for-the-medium in question (i.e., made-for-television, made-for-video,
made-for-theatrical exhibition, etc.) with respect to the New Universal Element
which would have been featured in the Filmed Entertainment Product shall be
frozen for the period commencing on the date the Parties reach impasse and
discontinue negotiations and continuing until the date which is the earlier of:
(y) one (1) year following the conclusion of Universal's Picture Initiation Term
with respect to such



                                       45
<PAGE>   46

New Universal Element; or (z) the later of (i) two (2) years from the date upon
which the Parties reach impasse and discontinue negotiation or (ii) the
expiration of the applicable Picture Initiation Term with respect to such New
Universal Element.

        Section 8.2 Certain Harvey Approval Rights. Harvey shall have the right
to approve the business terms (in addition to having its creative approval
rights elsewhere set forth herein) of (a) any agreement pertaining solely to
Products Exploited by Universal hereunder or (b) any agreement pertaining to
Products Exploited by Universal hereunder and other unrelated goods, but only to
the extent the business terms of such agreement relate to Products Exploited by
Universal hereunder, which in either instance Universal proposes to enter into
with another member of the Universal Group; provided however, that Harvey shall
not have the right to approve any such agreement which is entered into in
connection with the Exploitation by Universal of a New Picture hereunder,
including without limitation, any agreement for the Exploitation of motion
picture, television, home-video and other allied and ancillary rights in
connection with such New Picture (excluding Picture-related Merchandising in
connection therewith for which Harvey otherwise has approval rights hereunder or
under the Merchandising Amendment). In any event, Harvey's approval shall not be
unreasonably withheld.

        Section 8.3 Security Interest. In order to secure the Universal
Exploitation rights provided in this Amended and Restated Agreement, in
connection with any Product produced or otherwise funded and distributed
(directly or indirectly) by Universal hereunder, the Harvey Group shall and
hereby does grant Universal a security interest in the rights therein being
acquired by Universal (for example, if Universal elects to produce a Casper
Picture, Universal shall have a security interest in all rights in and to such
Picture, to the extent such rights are not otherwise vested in Universal). Such
security interest shall be evidenced by such security documents (including
without limitation UCC-1 financing statements and Mortgages of Copyright) as
Universal may from time-to-time reasonably deem necessary or desirable to
evidence its security interest, all of which the Harvey Group shall execute and
deliver promptly upon Universal's request therefor. Universal shall subordinate
its security interest to those security interests which institutional lenders
require the Harvey Group to grant to such institutional lenders in connection
with Harvey Group financing transactions permitted pursuant to that Certain
Shareholders Agreement between Universal and Harvey dated as of
________________, provided that such institutional lenders enter into
appropriate non-disturbance agreements with Universal with respect to
Universal's distribution rights in such Products.

        Section 8.4 Other Documents and Instruments. Universal and the Harvey
Group each agree to execute such documents and instruments as may be required by
the other Party to further evidence or effectuate such other party's rights
hereunder or the purposes of this Amended and Restated Agreement.



                                       46
<PAGE>   47

        Section 8.5 Remedies. Neither the Harvey Group or Universal shall have
the right to enjoin the Exploitation by the other of any Filmed Entertainment
Products hereunder. All disputes hereunder between the Parties shall be
submitted to binding arbitration consistent with the arbitration provisions of
the Stock Purchase Agreement. In the event any Party hereto shall institute
arbitration proceedings seeking to terminate this Amended and Restated Agreement
by reason of the breach hereof by the other Parties hereto, the Parties hereto
agree to jointly instruct the arbitrator, if possible, to render a decision
within forty-five (45) days of the commencement (i.e. from the date the
initiating Party first delivers written notice to the other Party of the
initiation of such arbitration) of the arbitration proceeding.

        Section 8.6 Reports of Infringements. Promptly following the receipt by
a Party hereto of information that a third Person is infringing upon a
Merchandising license hereunder or otherwise upon a right, copyright or
trademark of the other Parties hereto in connection with any Character or
Product, such Party shall report the same to the other Parties hereto and the
Parties shall cooperate with each other regarding such infringement.

        Section 8.7 Notices. Any notices which the Harvey Group desires or is
required to give to Universal shall be given to Universal at the address
indicated below, and any notice which Universal desires or is required to give
to the Harvey Group shall be given to Harvey at the address indicated below;
provided, that each Party shall have the right to notify the other Parties of a
change in such party's address in the manner provided in this Section 8.7. Such
notices shall be given by personal delivery, or by telecopy, or by depositing
the same in the United States mail, postage prepaid.




                                       47
<PAGE>   48


To Universal or any member of the         To Harvey or to any member of the
Universal Group:                          Harvey Group:
---------------------------------         ---------------------------------

Universal Studios, Inc.                   The Harvey Entertainment Company
100 Universal City Plaza                  1999 Avenue of the Stars, Suite 2050
Universal City, CA  91608                 Los Angeles, CA  90401
Attn: Mr. Mark Wooster                    Attn: Mr. Michael Hope
Telecopy No.: (818) 866-1507              Telecopy No.: (310) 458-6995

with a courtesy copy to:                  with a courtesy copy to:

Munger, Tolles & Olson                    Ziffren, Brittenham, Branca & Fischer
355 S. Grand Avenue                       1801 Century Park West
35th Floor                                Los Angeles, CA 90067
Los Angeles, CA 90071                     Attn: Samuel N. Fischer, Esq.
Attn: Robert L. Adler, Esq.               Telecopy No.: (310)553-7068
Telecopy No.: (213)687-3702

Any notice delivered as aforesaid shall be deemed to have been given on the date
of personal delivery or telecopying, or on the date which is four days following
the deposit of such notice in the U.S. mail.

        Section 8.8 Active Project Notification. Universal agrees, as a courtesy
to Harvey, to keep Harvey informed, on a periodic and confidential basis, of
feature theatrical motion picture projects which Universal has put into Active
Development, for the purpose of allowing Harvey an opportunity to attempt to
secure comic book publishing rights in connection therewith from the underlying
rights holder; provided that Universal's inadvertent failure to provide such
information shall not constitute a breach hereof by Universal.

        Section 8.9 Tax Treatment. The Parties hereto agree that, in the
preparation and filing of their state and federal income tax returns, they shall
report income and expenses, etc. from their activities hereunder in a manner
consistent with the characterization hereunder.

        Section 8.10 Trademark and Copyright. In connection with Universal's
Exploitation of the Characters, Universal agrees to comply with the notice
provisions of copyright and trademark law of the United States (and of each
specific country within which Universal Exploits Products hereunder). Universal
further agrees: (a) that trademarks, copyrights and notices pertaining to
Characters shall be displayed only in



                                       48
<PAGE>   49

such form and manner as shall be required by applicable law and/or specifically
approved in advance by Harvey; and (b) to regularly inform Persons to whom
Universal licenses or distributes Product hereunder as to the appropriate
notices and markings required to be used in connection with the advertising,
promotion and other Exploitation of such Product. The Harvey Group's sole remedy
in the event of Universal's inadvertent failure to comply with the provisions of
this Section 8.10 shall be a claim for actual damages.

        Section 8.11 Accounting. Universal agrees to provide Harvey with
quarterly accounting statements. Such statements shall conform with the end of
Universal's corresponding accounting periods and be given within ninety (90)
days thereafter and shall be accompanied with payment of the amount, if any,
shown to be due. Harvey shall have the right to audit Universal's books of
account, only as they relate to the Exploitation of Products hereunder or under
the other Related Agreements, not more frequently than once annually, and the
right to audit the Library Recoupment Amount for ninety (90) days after the
Library Closing Date, by either (a) a national firm of certified public
accountants of a stature equal to Price Waterhouse LLP or Deloitte & Touche, or
(b) such other first-class reputable firm of certified public accountants as
Universal in its good faith discretion may approve. No audit may (c) go into
transactions reported in any statement period rendered prior to the commencement
of any earlier audit, or (d) continue for longer than forty-five (45)
consecutive business days. Each statement shall be deemed correct and conclusive
and binding on the Harvey Group on the expiration of twenty-four (24) months
after it is given, and the inclusion in any statement of information or items
which appeared in a previous statement shall not render any such information or
terms contestable or recommence the running of such twenty-four (24) month
period with respect thereto; however, if the Harvey Group delivers a written
notice to Universal objecting to any such statement or item within such
twenty-four (24) month period, and if such notice specified in detail the
particular items to which the Harvey Group objects and the nature of the Harvey
Group's objections thereto, then insofar as such particular items are concerned,
such statements shall not be deemed correct or conclusive or binding on the
Harvey Group hereunder. Any objection to any statement given to the Harvey Group
shall be deemed to have been waived unless an action based thereon is instituted
by the Harvey Group against Universal within six (6) months following the
expiration of such twenty-four (24) month period. The balance of the accounting
and audit terms shall be subject to good faith negotiation within customary
parameters. Members of the Universal Group shall have the same audit rights with
respect to payments due them hereunder or under the Related Agreements as are
accorded to members of the Harvey Group hereinabove for payments due members of
the Harvey Group, mutatis mutandis,

        Section 8.12 Universal Added Attributes. If, in connection with
Universal's Exploitation of any Character, Universal shall create new or expand
on the existing



                                       49
<PAGE>   50

attributes or characteristics of such Character, it is acknowledged and agreed
by Universal that such new attributes or characteristics shall thereafter be
deemed to be a part of the Character, which can be freely used by Harvey in
connection with Harvey's continuing Exploitation of such Character.

        Section 8.13 Recognition of Certain Third Person Rights. Universal
recognizes that in connection with any permitted transfer by Harvey of Feature
Picture rights to a New Picture to a third Person, Harvey may be required to
concurrently grant to such third Person Exploitation rights in connection with
such New Picture as are customarily granted to motion picture distributors (e.g.
rights to Exploit the New Picture on television, home video, etc.). Universal
hereby acknowledges and agrees that Harvey shall have the right, if Harvey in
its good faith business judgment deems it necessary so as to not frustrate
Harvey's ability to conclude the agreement with a third Person for the transfer
of Feature Picture rights in a New Picture, to concurrently transfer to the
third Person acquiring the Feature Picture rights therein such allied and
ancillary rights (subject to the limitations herein set forth, including without
limitation, the limitations on Merchandising, Theme Park and sequel and remake
rights) as Harvey may deem necessary.

        Section 8.14 Publicity. Universal agrees to include the name of the
Harvey Group (or a Person which is a member thereof) in publicity issued by or
under the control of Universal (subject to Universal's usual exclusions, and
excluding incidental publicity) in connection with Universal's Exploitation of
Product hereunder which features one or more Characters. The Harvey Group's sole
remedy in the event of Universal's inadvertent failure to comply with the
provisions of this Section 8.14 shall be a claim for actual damages.

        Section 8.15 Confidentiality/Press Release. Except as may be required by
law or judicial process, including legally required public reporting obligations
of the Parties, and except for disclosures by Universal to Amblin'
Entertainment, or by either Party to potential investors and/or in the course of
other financing activities if the recipient involved executes a customary
confidentiality agreement in favor of both Parties, the Parties hereto agree to
not disclose the material terms and provisions hereof to third Persons nor to
make any written or scripted public statements or interviews regarding this
Amended and Restated Agreement without the written consent of the other Parties
hereto (which written consent will not be unreasonably withheld or delayed). The
Parties will mutually agree upon the form of any press release to be issued in
connection with the public announcement, if any, of this Amended and Restated
Agreement (and the Merchandising Amendment) and will reasonably cooperate in
seeking confidential treatment in their respective public filings of any
financial terms requested by either to be kept confidential, and each of the
Parties will reasonably cooperate with the other in providing the others with
information required for their respective public filings related to this Amended
and Restated Agreement.


                                       50
<PAGE>   51

        Section 8.16 No Expansion/Limitation of Liability. Nothing contained in
this Amended and Restated Agreement shall be deemed to expand nor further limit
the representations and warranties in the Stock Purchase Agreement made by the
Harvey Group with respect to the Harvey Group's ownership and control of the
Existing Characters. The Harvey Group shall not be deemed in breach of this
Amended and Restated Agreement if, in connection with any Existing Character or
any Product in existence as of the Original Agreement Date, the Harvey Group
does not own or control as of the Original Agreement Date all of the rights in
connection therewith purported to be granted to Universal hereunder, but only if
such defect in title does not constitute a breach of any representation or
warranty made by the Harvey Group in the Stock Purchase Agreement.

        Section 8.17 Rights Granted. This Section is hereby deleted.

        Section 8.18 Corporate Authorization. Each of the Parties hereto hereby
represents and warrants that the execution, delivery or performance hereof and
hereunder by such Party (i) has been authorized by all necessary corporate
action on its part, and (ii) is within the ordinary course of business by such
Party.

        Section 8.19 Miscellaneous. This Amended and Restated Agreement,
together with the Merchandising Amendment and the other Related Agreements, sets
forth the entire agreement and understanding of the Parties with respect to the
subject thereof, is binding upon each of the Parties hereto and their respective
successors and assigns, and may not be modified or amended except in a writing
signed by the Party to be charged with such modification or amendment. This
Amended and Restated Agreement, the Merchandising Amendment and the other
Related Agreements shall be governed and construed pursuant to the laws of the
State of California applicable to agreements entered into and wholly to be
performed within the State of California.

        IN WITNESS WHEREOF, the Parties executed this Amended and Restated
Memorandum of Distribution Agreement in its unamended form (i.e., the Original
Form of Agreement) as of the Original Agreement Date and have executed it in its
current form as of the Settlement Date.

                                        UNIVERSAL STUDIOS, INC.


                                        By: _______________________________




                                       51
<PAGE>   52


                                        THE HARVEY ENTERTAINMENT COMPANY


                                        By: _______________________________


                                        HARVEY COMICS, INC.


                                        By: _______________________________







                                       52
<PAGE>   53


                                   SCHEDULE 1
                                       TO
                      MEMORANDUM OF DISTRIBUTION AGREEMENT


                             ADDITIONAL DEFINITIONS

        For purposes of the Amended and Restated Agreement to which this
Schedule is attached, and as the same may appear in this Schedule, the following
words shall have the meanings set forth below.

1. "Active Development". A Feature Picture project shall be deemed in "Active
Development" if, at the relevant times (i) a writer has been engaged to render
and has not completed all writing services in connection therewith (and
Universal retains the contractual right to require such Person to perform such
services); or (ii) Universal has engaged a director or principal cast member in
connection therewith (and Universal retains the contractual right to require
such Person to perform such services); or (iii) Universal has entered into an
agreement with a third party financier or a third party co-producer; or (iv)
good faith negotiations with a writer, director, principal cast member,
financier or co-producer are ongoing; or (v) bona fide budgeting activities are
ongoing.

2. "Attractions". The use of Characters and Products in connection with Theme
Park rides, shows, and similar physical settings within Theme Parks.

3. "Casper Initiation Term". The period commencing on the Original Agreement
Date and continuing until the date which is five (5) years therefrom; provided
that the Casper Initiation Term shall be deemed perpetual if prior to the date
which is five (5) years from the Original Agreement Date, Universal either
commences principal photography of a Feature Casper Picture or pays Harvey the
cash fee set forth in Section 2.1(b)(ii)(A) of the Amended and Restated
Agreement. Harvey acknowledges that for purposes of the foregoing, Universal
commenced principal photography of a Feature Casper Picture prior to the date
which was five (5) years from the Original Agreement Date.

4. "Casper Character(s)". Any or all of the following fanciful characters:
Casper, each of the Ghostly Trio, Kat Harvey, Dr. Harvey, Spooky, Poil,
Nightmare, and each New Universal Element that is a fanciful character.

5. "Casper Picture(s)". Any Feature New Picture (A) in which the Character known
as "Casper" is the most prominently featured Character in the Picture, and/or
(B) which contains the name "Casper" (as a reference to such Character) in the
title of the Picture.



                                      I-55
<PAGE>   54

6. "Characters". All of those fanciful or human literary and/or artistic
characters which are, as of the Original Agreement Date or at any time
thereafter, owned or controlled by the Harvey Group. Without limiting the
foregoing, the term "Characters" shall include those fanciful literary and/or
artistic characters set forth on Schedule 1(a) to the Stock Purchase Agreement.

7. "Closing Date". The date of Closing, as that term is defined in the Stock
Purchase Agreement.

8. "Continuing Third Party Theme Park Rights". Universal shall give the Harvey
Group written notice ("Commencement Notice") of Universal's intention to take
any action which pursuant to the applicable provisions of Article 6 of the
Amended and Restated Agreement will give rise to Universal's exclusive rights of
Theme Park Exploitation with respect to any Casper Character(s) or Products, or
other Characters or Products as may be set forth in the Stroller Agreement,
within a designated territory. Such Commencement Notice shall indicate whether
the intended action is the use of any particular Character(s) as Strollers or as
a principal element in connection with a Qualifying Attraction and the then
scheduled commencement date for such action ("Scheduled Commencement Date"). If,
as of the date which is the later of the date of such Commencement Notice or 6
months prior to the Scheduled Commencement Date specified in a Commencement
Notice regarding the use of any particular Character(s) as Strollers (or twelve
(12) months prior to the Commencement Date specified in a Commencement Notice
regarding the use of any Casper Character(s) as a principal element in a
Qualifying Attraction), there are outstanding binding commitments between the
Harvey Group and third Persons with respect to the use of Character(s) in Theme
Parks in the subject territory, the Harvey Group shall be permitted to honor
such binding commitments for the then remaining balance of the then existing
fixed term of such commitment (it being agreed that in such instance the Harvey
Group shall not, either affirmatively or by failing to give a non-renewal
notice, agree to extend the then existing fixed term of such commitment); the
limited continuing third party rights so permitted shall be referred to as
"Continuing Third Party Theme Park Rights".

9. "Domestic Territory". The United States and Canada and their respective
territories and possessions.

10. "Existing Characters". All Characters which, as of the Original Agreement
Date, are owned or controlled (or purported in the Stock Purchase Agreement to
be owned or controlled) by the Harvey Group.

11. "Existing Merchandising Licenses". All Merchandising licenses in existence
as of



                                      I-56
<PAGE>   55

the Original Agreement Date wherein the Harvey Group or any entity licensed by
the Harvey Group is the licensor of Merchandising rights in Characters and/or
Products.

12. "Exploit or Exploitation". The turning to account of any Character or
Product hereunder by any means, including without limitation the development,
production, distribution, financing, Merchandising, advertising, option,
license, sale, grant or other use or transfer of any kind whatsoever of such
Character or Product or any interest therein, throughout the universe.

13. "Feature". A Picture (i) of at least eighty (80) minutes duration (inclusive
of main and end titles), in the case of a Picture which is predominantly
composed of live-action (as opposed to animation); or (ii) at least seventy (70)
minutes duration (inclusive of main and end titles), in the case of a Picture
which is predominantly composed of animation (as opposed to live-action); it
being agreed, however, that if a so-called motion picture "short" is packaged
with any animated Picture of less than eighty (80) minutes in connection with
the initial general theatrical release of such Picture, such Picture shall be
deemed to be a Feature hereunder only if Universal, in connection with its
accounting to Harvey, does not allocate any portion of the box office rentals
received by Universal in connection therewith to such "short".

14. "First Negotiation Rights". If the Harvey Group desires to Transfer (as
defined in this Schedule 1, Paragraph 35 below) any rights in any Character or
Product described in Section 2.5(e), during the time periods set forth therein,
then Universal shall have the rights hereinafter set forth ("First Negotiation
Right"); Harvey Group shall give Universal written notice of such desired
Transfer ("Negotiation Notice"), which Negotiation Notice shall set forth the
essential terms pursuant to which the Harvey Group desires to effect such
Transfer. Universal shall respond to such Negotiation Notice within 5 business
days following Universal's receipt thereof ("Response Period"). If Universal
fails to respond within such Response Period, or if Universal notifies the
Harvey Group during such Response Period that Universal does not desire to
negotiate with respect to such Transfer, then the Harvey Group shall be free to
negotiate and conclude agreements with third Persons regarding such Transfer
without further obligation to Universal in connection therewith. If Universal
notifies the Harvey Group during such Response Period that Universal desires to
negotiate with respect to such Transfer, then upon such notice the Harvey Group
shall be obligated to negotiate in good faith with Universal for a period of ten
(10) business days ("Negotiation Period") for an agreement with respect to such
Transfer. If an agreement is not reached prior to the expiration of the
Negotiation Period, then upon such expiration the Harvey Group shall be free to
negotiate and conclude agreements with third Persons regarding such Transfer
without further obligations to Universal in connection therewith.



                                      I-57
<PAGE>   56

15. "First Negotiation/First Refusal Rights". If the Harvey Group desires to
Transfer (as defined in this Schedule I, Paragraph 35 below) any rights in any
Character or Product described in Sections 3.3(a), 3.4, or 4.4(a) of the Amended
and Restated Agreement, during the time periods set forth therein, then
Universal shall have the rights hereinafter set forth ("First Negotiation/First
Refusal Rights"); Harvey Group shall give Universal written notice of such
desired Transfer ("Negotiation Notice"), which Negotiation Notice shall set
forth the essential terms pursuant to which the Harvey Group desires to effect
such Transfer. Universal shall respond to such Negotiation Notice within five
(5) business days following Universal's receipt thereof ("Response Period"). If
Universal fails to respond within such Response Period, or if Universal notifies
the Harvey Group during such Response Period that Universal does not desire to
negotiate with respect to such Transfer, then the Harvey Group shall be free to
negotiate and conclude agreements with third Persons regarding such Transfer
without further obligation to Universal in connection therewith. If Universal
notifies the Harvey Group during such Response Period that Universal desires to
negotiate with respect to such Transfer, then upon such notice the Harvey Group
shall be obligated to negotiate in good faith with Universal for a period of ten
(10) business days (except that with respect to Transfers of rights described in
Sections 3.3(a) and 3.4, the applicable period shall be seven (7) business days)
("Negotiation Period") for an agreement with respect to such Transfer. If an
agreement is not reached prior to the expiration of the Negotiation Period, then
upon said expiration Harvey will provide to Universal a written statement of the
terms least favorable to the Harvey Group that the Harvey Group would be willing
to accept in connection with the Transfer ("Bottom Line Terms"), and Universal
shall have the right to accept such Bottom Line Terms by the close of business
two (2) business days following the day Universal receives such Bottom Line
Terms ("First Acceptance Period"). If Universal does not accept such Bottom Line
Terms by the end of the First Acceptance Period, the Harvey Group shall be free
to negotiate with third Persons with respect to the Transfer and to conclude an
agreement following the First Acceptance Period with third Persons on terms as
favorable, but only if At Least As Favorable, to the Harvey Group as such Bottom
Line Terms; provided, that if the terms of a proposed agreement with third
Persons ("Proposed Terms") are not At Least As Favorable to the Harvey Group as
the Bottom Line Terms, the Harvey Group shall not have the right to enter into
such third Person agreement until the Harvey Group notifies Universal in writing
of such Proposed Terms, and gives Universal a period of two (2) business days
following receipt of such notice within which to accept such Proposed Terms
("Second Acceptance Period"). If Universal does not accept such Proposed Terms
by the end of the Second Acceptance Period, the Harvey Group shall have the
right to enter into the proposed third Person agreement on such Proposed Terms
with the particular third Person. If, at any time after the Harvey Group is
permitted to negotiate with third Persons regarding a Transfer (but prior to the
Harvey Group actually entering into an agreement with a third Person regarding
such Transfer), there are any changed, new or additional elements (which for
purposes of this Amended and Restated Agreement shall be limited to principal
cast, principal



                                      I-58
<PAGE>   57

Characters, director or sequel/remake rights with respect to a New Picture;
principal cast, principal Characters, writers, producer/executive producer, or
deficit with respect to a New Television Product; and (to the extent and only to
the extent the following elements are determined in advance) principal cast,
principal Characters, director, writers, producer, budget range for production
and distribution, release dates, and extent of distribution rights in home video
and in other media with respect to a Made-For-Video Product), then the Harvey
Group shall notify Universal thereof in writing, and Universal shall have five
(5) business days in which to accept said changed, new or additional elements.
At all times with respect to the exercise of Universal's rights described
herein, the Harvey Group shall not propose to Universal, and Universal shall not
be obligated to accept, any terms which cannot be met as easily by one Person as
by another, or which cannot be reduced to a determinable sum of money. An
agreement with a third Person shall be deemed "At Least As Favorable" to the
Harvey Group as such Bottom Line Term if: (i) the fixed compensation/ license
fee offered by such third Person equals or exceeds the corresponding fixed
compensation/license fee contained in Harvey's Bottom Line Terms; and (ii) each
other financial or other material term offered by such third Person (other than
terms which cannot be met as easily by one Person as by another) corresponds to
a financial or other material term in Harvey's Bottom Line Terms and is no less
favorable to the Harvey Group than the corresponding term of the Bottom Line
Terms. The fixed compensation/license fee in connection with a so-called "pilot"
for a series shall be deemed to be the aggregate of the fixed
compensation/license fee payable in connection with such "pilot" and the
aggregate fixed compensation/license fee which would be payable in connection
with the initial committed order of episodes if the "pilot" were "picked up";
the fixed compensation/license fee in connection with a series for which there
is no "pilot" shall be deemed to be the aggregate of the fixed
compensation/license fee which would be payable in connection with the initial
committed order of episodes. If the Harvey Group enters into an agreement with a
third Person which Universal alleges to have been entered into in violation of
these provisions or the Harvey Group desires to enter into an agreement with a
third Person which Universal alleges will be in violation of these provisions if
entered into by the Harvey Group, the Parties mutually agree to submit the
matter to binding arbitration (consistent with the arbitration provisions of the
Stock Purchase Agreement), and to jointly instruct the arbitrators, if possible,
to render a decision within forty-five (45) days of the commencement (i.e., from
the date the initiating Party first delivers written notice to the other Party
of the initiation of such arbitration) of the arbitration proceedings.

16. "Force Majeure Event". Any act of God, or any event that cannot be
reasonably anticipated or controlled, including, but not limited to fire;
earthquake; strike or other work stoppage or labor disruption; war or other
outbreak of hostilities; the death, incapacity or illness of the director of any
Filmed Entertainment Product; or the death, incapacity, illness or failure to
perform of a principal member of the cast or the principal



                                      I-59
<PAGE>   58

writer, principal animator, or principal composer of any Filmed Entertainment
Product.

17. "Foreign Territory". The universe excluding the Domestic Territory.

18. "Green-Lighted". A Picture shall be deemed to have been "green-lighted" when
the director and two (2) principal cast members have been made "pay-or-play" for
their full fixed compensation and the director has commenced rendering
pre-production services.

19. "Harvey Group". Harvey, Harvey Comics and any other entity (whether a
corporation, partnership or otherwise) which directly or indirectly controls, is
controlled by or is under common control with Harvey or Harvey Comics and
whether presently in existence or created hereafter); where rights (or
obligations) with respect to a Character or Product are held by or Exploited by
only one of the entities comprising the Harvey Group, reference to the Harvey
Group shall be deemed to refer only to the applicable member thereof. Except
where specifically stated otherwise, all rights of approval held by the Harvey
Group hereunder shall be exercised by Harvey.

20. "Harvey Library". All film and/or tape Products in existence as of the
Original Agreement Date.

21. "Initial Artificial Breakeven". The point at which "net proceeds" from a
Picture would first become payable (x) with respect to any Picture produced
prior to the Settlement Date, pursuant to Exhibit "B" attached to the Original
Form of Agreement (and attached hereto as Exhibit Y), and (y) with respect to
any Picture (including the First Sequel) produced after the Settlement Date,
pursuant to Exhibit "A" attached to this Amended and Restated Agreement;
provided, that, for purposes of calculating Initial Artificial Breakeven, for
the first Casper Picture and the First Sequel, the aggregate distribution fees
shall be deemed to be twenty percent (20%) and fifteen percent (15%),
respectively, in lieu of the distribution fees set forth in such Exhibits. The
following shall apply to the calculation of Initial Artificial Breakeven:

               (a) The computation of Initial Artificial Breakeven shall be
subject to the "Amblin Charge" (as defined below) for supplying the production
and/or producing and/or executive producing services of Amblin' Entertainment
("Amblin") and/or Steven Spielberg, or in the alternative, for supplying the
directing services of Steven Spielberg (as the case may be ), which Amblin
Charge is:

                      (i) For such production and/or producing and/or executive
        producing services, any fixed compensation attributable to Amblin
        specified in the budget of the Casper Picture shall be an advance
        against a sum equal to five percent (5%) of the Accountable Gross (as
        defined in Exhibit "B" to the Original



                                      I-60
<PAGE>   59

        Form of Agreement with respect to the first Casper Picture (and attached
        hereto as Exhibit Y), and as defined in Exhibit "A" attached to this
        Amended and Restated Agreement with respect to the First Sequel) up to
        and including the first point at which "net proceeds" are payable
        pursuant to such Exhibits; or, in the alternative;

                      (ii) For such directing services, any fixed compensation
        attributable to Amblin specified in the budget of the Feature Casper
        Picture shall be an advance against a sum equal to fifteen percent (15%)
        of such Accountable Gross up to and including the first point at which
        "net proceeds" are payable pursuant to such Exhibits.

The foregoing respective contingent consideration paid to Amblin shall be
considered a "gross" participation and treated as such in accordance with the
provisions of such Exhibits. The consideration deemed paid to Amblin herein
above shall be conclusive for all purposes hereunder, irrespective of the
consideration, if any, actually so paid or payable. Thus, the Harvey Group shall
not need, and, notwithstanding any other provision of the Amended and Restated
Agreement, accordingly waives any right to inspect and all rights of discovery
of (X) any records concerning or related to any payment or obligation to Amblin
or any other company owned or controlled by Steven Spielberg; and (Y) the
agreement(s) between Amblin or any other company owned or controlled by Steven
Spielberg and any member of the Universal Group.

               (b) For purposes of clarification, any reference to distribution
fees for purposes of calculating Initial Artificial Breakeven in lieu of
distribution fees set forth in such Exhibits, applies to reduce any greater
distribution fees specified in such Exhibits, but does not increase any lesser
distribution fees specified in such Exhibits or impose any distribution fee
where none is specified in such Exhibits.

22. "Merchandising Gross Receipts". Subject to the provisions of the
Merchandising Amendment for periods following the Merchandising Amendment Date,
with respect to the first Feature Casper Picture, the "gross proceeds" derived
from Merchandising in connection with such Picture, less a distribution fee
equal to twenty-percent (20%) of such gross proceeds; provided that in the event
Universal uses a third Person as a sub-agent (with Harvey's approval) in
connection with the grant of a Merchandising license, the combined fees of such
sub-agent and Universal shall not exceed forty percent (40%) of all revenues
from Merchandising pursuant to the applicable license.

23. Deleted Intentionally.

24. "New Picture(s)". All Picture(s) featuring a Casper Character or having a
Casper Character's name in the title as a reference to such Character other than
those in the



                                      I-61
<PAGE>   60

Harvey Library.

25. "New Television Product". All Casper Character Products and Casper
Characters which the Harvey Group desires to Exploit in the medium of
television, other than Harvey Library Products.

26. "Other Existing Character Picture(s)". Any new Picture (A) in which neither
the Character known as "Casper" nor the Character known as "Richie Rich" is the
most prominently featured Character in the Picture, and (B) which does not
contain the name of either "Casper" nor "Richie Rich" in the title of the
Picture, and (C) which does not include one or more New Character(s) in the
Picture, provided that after the Settlement Date the term "Other Existing
Character Picture(s)" shall exclude any Picture which does not meet one of the
following criteria: (x) a Casper Character is featured in the Picture, or (y)
the title of the Picture includes the name of a Casper Character (as a reference
to such Character).

27. "Person". Any individual, corporation, partnership, joint venture, or other
entity of any kind.

28. "Picture". Any Product which is a motion picture (whether a feature motion
picture or non-feature motion picture) intended to be Exploited by distribution
for exhibition to paying audiences in one or more motion picture theaters.

29. "Product". Any (i) feature or non-feature motion picture (including without
limitation any Picture), or any television, home video, non-theatrical, music,
stage or radio production, in each case whether live, animated or recorded by
any means now known or hereafter developed, (ii) book, magazine, comic book or
other written publication, (iii) merchandise, apparel, toys, games, figures,
dolls, novelties or other comparable physical property, and (iv) attraction,
ride, show, venue or strolling or performing entertainer located in any theme or
amusement park; whether such Product is in existence as of the Original
Agreement Date or is thereafter proposed or created, and which is based upon,
features or otherwise includes one or more Characters or other material which
the Harvey Group owns, acquires, controls or develops.

30. "Promotions". Any use of Characters and Products in connection with
advertising, publicity, promotion (including without limitation promotions
involving the Theme Parks by third Persons) and corporate sponsorship
relationships for those Theme Parks in which Characters and/or Products are
used.

31. "Qualifying Attraction". An Attraction which costs at least Three Million
Dollars ($3,000,000) to design, construct and make fully operational (exclusive
of any internally allocated labor, materials or overhead costs of the Universal
Group).



                                      I-62
<PAGE>   61

32. Deleted Intentionally.

33. "Silver/Davis". The Silver/Davis Company.

34. "Strollers". Any Characters and Products in the form of costumed characters
meeting and greeting Theme Park visitors and others, strolling the grounds of
Theme Parks, and performing on stages or other entertainment venues within Theme
Parks.

35. "Transfer". For purposes of Universal's exercise of First Negotiation Rights
or First Negotiation/First Refusal Rights (and such purposes only), a direct or
indirect, option, license, sale, grant or other disposition of or transfer to
any third Person by any member of the Harvey Group of any rights in any
Character or Product. For purposes of Universal's exercise of First Negotiation
Rights or First Negotiation/First Refusal Rights with respect to a proposed
Transfer, Product in a proposal for Transfer shall be sufficiently defined if it
includes at least a one page story idea, a description of a proposed principal
Characters, a proposed budget range, and a proposed process for deciding other
principal elements.

36. "Universal". Universal Studios, Inc. and/or any Universal Studios, Inc.
subsidiary or other affiliate which Universal Studios, Inc. designates in its
sole discretion to exercise rights and/or fulfill obligations hereunder.

37. "Universal Group". Universal (and any other corporation, partnership or
otherwise) which directly or indirectly controls, is controlled by or is under
common control with Universal and whether presently in existence or created
hereunder.

38. "Warner Rights". The motion picture production and distribution rights with
respect to the Character known as "Richie Rich" previously licensed to Warner
Bros. (as the successor-in-interest to the rights of Jon Shapiro and Joe Binella
under the agreement among Harvey Publications, Inc., Jon Shapiro and Joe Binella
dated September 16, 1987, as amended from time-to-time); it being acknowledged
and agreed that the Warner Rights do not include television or Merchandising
rights with respect to "Richie Rich" or with respect to motion pictures produced
pursuant to the Warner License, such rights having been retained by the Harvey
Group; it being further acknowledged that Silver/Davis currently has the Warner
Rights in turnaround from Warner Bros. for a period expiring _______________,
19___.



                                      I-63
<PAGE>   62


                                   SCHEDULE 2

                                PRICING SCHEDULE
                        ATTACHED TO AMENDED AND RESTATED
                      MEMORANDUM OF DISTRIBUTION AGREEMENT


<TABLE>
<S>                              <C>
Target Dates                     April 15, 1999, or April 15, 2000

Period Encompassed By Each       For activities within the Domestic Territory,
Theatrical Preclusion Period     from and including April 15 of the year of
                                 proposed initial release of the Casper Picture
                                 in question through July 31 of the following
                                 year; and for activities in the Foreign
                                 Territory, from and including May 15 of the
                                 year of proposed initial release of the Casper
                                 Picture in question through August 31 of the
                                 following year.*

Fixed Sequel Fee                 $XXXXXX

Non-Refundable Advance Due       $XXXXXX
On Or About Settlement Date
Against First Sequel Fixed Fee

Initial Percentage               XXX%

Increased Percentage             XXX%

Home Video Royalty               XXX% for rental and XXX% for sell-through as
                                 determined in accordance with Exhibits A and
                                 A-1 attached to the Amended and Restated Agreement

Daily Delay Amount               $XXXXXX

Aggregate Delay Amount           $XXXXXX

Film Advance Amount              $XXXXXX
</TABLE>



                                      II-64

<PAGE>   63


*For example, if Universal gave an Initial Notice on or before February 15, 1998
and a Final Notice on or before June 15, 1998, then the corresponding Theatrical
Preclusion Period would run in the Domestic Territory from April 15, 1999
through July 31, 2000, whether or not the Casper Picture planned to be released
during such Theatrical Preclusion Period is actually released during such time.

By way of example of the limits on subsequent TPPs set forth in Subsection
2.6(c), assume that a Theatrical Preclusion Period commences April 15, 2000 and
that a Casper Picture is initially released during such Theatrical Preclusion
Period. Universal would be entitled to a subsequent Theatrical Preclusion Period
commencing on April 15 of either 2003, 2004, 2005 or 2006. However, if such
subsequent Theatrical Preclusion Period does not commence by April 15, 2006,
Universal would forever lose the right to a subsequent Theatrical Preclusion
Period because such subsequent Theatrical Preclusion Period could not commence
by the sixth anniversary of the beginning of the immediately preceding
Theatrical Preclusion Period (i.e., the one that began April 15, 2000).






                                      II-65