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                                                             as of July 31, 1995

MCA, Inc.
100 Universal Plaza
488-7A
Universal City, CA  91608

RE: THEME PARK AGREEMENT

Gentlemen:

      Below is a summary of the terms upon which we have agreed with respect to
      the use of characters and elements from DreamWorks ("DW") motion pictures
      and television programs and other properties in MCA theme parks:

1.    DEFINITIONS:

      A. A "Theme Park" shall be defined as a park: (i) of at least forty (40)
      contiguous acres; (ii) surrounded by a fence, water or other barrier (or
      combination of barriers); (iii) which consists of at least five rides,
      attractions, shows and exhibits, which may or may not be based upon a
      single theme; (iv) which has an admission charge to the Theme Park as a
      whole (although additional charges may be made for specific rides or
      attractions); and (v) which shall generally be advertised to the public as
      a theme park, amusement park or studio tour-type attraction. Without
      limitation, Six Flags Magic Mountain and Universal Studios are both Theme
      Parks, but IMAX is not, nor would any entertainment complex or single
      stand-alone ride or combination of two to five Permanent Attractions and
      Live Shows be a Theme Park, even if part of a hotel, shopping center,
      entertainment or motion picture complex or other development.

      B. A "Permanent Attraction" shall be (i) a ride or free-standing
      attraction, area, building or location of any nature using any character,
      theme, story, setting, or any other element, including the title or name,
      from an "Eligible DW Property" (as defined below) ("DW Element(s)") and/or
      which advertises or promotes in any way an identification between such use
      and any Eligible DW Property or (ii) any show, event or any other Theme
      Park use of any DW Elements which is intended to or does remain in place
      for two years or more, including non-consecutive periods (e.g., Electric
      Light Parade). As illustrations, without limitation, "Splash Mountain",
      the "Back to the Future Ride", the "Flintstones Show", "Captain EO", "Star
      Tours", and the "Wild West Show" are all Permanent Attractions.

      C. A "Live Event" is a scheduled live stage show, parade, or other
      organized event taking place at a Theme Park that includes or uses in any
      way one or more DW Elements or promotes in any way an identification
      between such use and any Eligible DW Property, including without
      limitation individual(s) or groups of

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      individuals costumed as characters from any Eligible DW Property who
      perform in any portion of a Theme Park as part of a pre-choreographed or
      scripted routine, show or review with other actors.

      D. "Eligible DW Property(ies)" shall mean feature length theatrical motion
      pictures (live action and animation) which are initially released during
      the "Term" (as defined below), television programs which are initially
      broadcast during the Term, or other DW product which is released to the
      general public (e.g., interactive game or device distributed to the
      public) during the Term, which DW has the right to exploit in Theme Parks
      as set forth herein. Notwithstanding the foregoing, "Eligible DW
      Properties" shall exclude any properties co-produced by MCA and DW
      pursuant to Exhibit "C", all theme park rights to which shall be governed
      by the existing agreements between and among MCA, Diamond Lane
      Productions, Inc. and Steven Spielberg. DW hereby confirms that the motion
      pictures entitled "Prince of Egypt", "El Dorado" and, if produced, "Ants"
      shall be included, i.e., DW shall grant the "Theme Park Rights" (as
      defined below) in and to such properties to MCA in accordance with the
      terms hereof, although the parties hereto acknowledge that there may be
      incidental elements of such motion pictures, including voice performances,
      licensed music, and other audio or visual elements which may require
      consents of third parties or additional payments.

      E. "Walk-Arounds" shall be defined as individual(s) or groups of
      individuals costumed as characters from any Eligible DW Property, who walk
      around a Theme Park and do not perform as part of a pre-choreographed or
      scripted routine, show or review with other actors except as contemplated
      under Paragraph 4.B.(3) below (in which event such pre-choreographed or
      scripted routine, show or review shall be deemed a Live Event).

2.    TERM: The Agreement shall be for a term ("Term") which begins as of the
      date of execution hereof and ends upon the earlier of the date six (6)
      months after the initial domestic release of the last theatrical motion
      picture which is subject to Exhibit "A" or December 31, 2001; provided,
      however, that if Exhibit "A" is extended pursuant to its terms to December
      31, 2005, this Agreement shall be deemed extended until the earlier of the
      date six (6) months after the initial domestic release of the last
      theatrical motion picture which is subject to the extended term of Exhibit
      "A" or December 31, 2005. Notwithstanding the foregoing, the Term shall
      also terminate as of the earlier date upon which either DW or MCA gives
      notice of its election to terminate Exhibit "A" pursuant to the terms
      thereof; provided, however, that if MCA terminates "Exhibit "A" by reason
      of DW's breach and/or DW terminates Exhibit "A" other than by reason of
      MCA's breach, DW will, at its election, either:

      A.    Remit to MCA the "Unearned Exclusivity Fee". The Unearned
            Exclusivity Fee shall be an amount equal to the following: (a) the
            total amount of fees paid by MCA per Paragraph 4.A. below, less all
            amounts refunded per the proration formula in Paragraph 4.A. and/or
            credited against applicable fees payable under Paragraph 4.B.,
            multiplied by (b) *** minus a fraction, (i)


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            the numerator of which is the number of feature length motion
            picture Eligible DW Properties ("Pictures") Theme Park Rights with
            respect to which have been made available by DW to MCA hereunder
            during the Term (i.e., prior to such termination) and (ii) the
            denominator of which is the number of years (or partial year) for
            which MCA has paid a fee under Paragraph 4.A. below multiplied by
            ***. For example, if: (i) MCA has paid *** in exclusivity fees, (ii)
            Exhibit "A" is terminated 6 months after the second Anniversary
            Date, (iii) *** is credited against applicable fees payable under
            Paragraph 4.B., and (iv) there were *** Pictures during such Term,
            then DW shall remit to MCA ***. OR

      B.    Provided that MCA has then paid at least *** in exclusivity fees
            under Paragraph 4.A., commit to accord MCA the exclusive Theme Park
            Rights to up to the first *** consecutive Pictures, plus the next
            *** consecutive Pictures for each subsequent payment of *** in
            exclusivity fees under Paragraph 4.A, to a cap of *** such Pictures,
            whether or not such Pictures are Released Prior to Termination, less
            the number of Eligible DW Properties (excluding feature length
            theatrical motion pictures) the Theme Park Rights to which MCA has
            then exploited or notified DW of its intention to exploit. For
            example, if MCA has paid *** in exclusivity fees (and has not
            exploited or notified DW of its intention to exploit any Eligible DW
            Properties), MCA shall have exclusive Theme Park Rights to ***
            Pictures. Notwithstanding the foregoing, if any of the exclusivity
            fees are refunded to MCA per the proration formula in Paragraph 4.A.
            (if such refund is not a multiple of ***, DW will further refund an
            amount necessary to increase the refund to the next multiple of
            ***), then the number of Pictures shall be reduced by *** Picture
            for each *** refunded. For example, if DW refunds MCA *** per the
            proration formula in Paragraph 4.A., then DW shall refund an
            additional *** to MCA and the number of Pictures shall be reduced by
            ***.

3.    GRANT OF RIGHTS/EXCLUSIVITY: Subject to the terms hereof and the payment
      of all consideration required hereunder, DW grants MCA the "Theme Park
      Rights" during the Term. As used herein "Theme Park Rights" shall mean the
      right to incorporate DW Elements from Eligible DW Properties into Theme
      Parks, i.e., into Permanent Attractions, Live Events, Restaurants,
      Walk-Arounds, and promotional uses in Theme Parks. MCA shall be entitled
      to exploit such Theme Park rights solely in Theme Parks under the control
      of MCA, subject to the terms and conditions set forth below. For the
      purposes hereof, a Theme Park shall be deemed to be under the control of
      MCA if (i) MCA retains an equity interest in such Theme Park, (ii) MCA has
      an active creative role; (iii) the park uses the MCA name; and (iv) DW has
      all of its approvals and controls with respect to such park as set forth
      herein. Without limiting the foregoing, MCA shall not have the right to
      assign to any third party the right to make any use of any DW property in
      a Theme Park other than a Theme Park which satisfies the criteria set
      forth in (i) and (ii) above, except as set forth in Paragraph 9. below.
      The foregoing grant of Theme Park Rights shall not be deemed to vest in
      MCA

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      any right of ownership in or to any DW motion picture, television program,
      or other property, or any right to use DW Elements in any venue or form
      other than in a Theme Park, and DW retains all rights not expressly
      granted herein. Without limiting the foregoing, the foregoing grant of
      exclusivity shall not preclude DW from using DW characters or elements or
      exploiting Eligible DW Properties in any entertainment venue in any form
      other than a Theme Park (including without limitation restaurants, stores,
      live stage shows, mall tours or other projects themed to or using any
      Eligible-DW Property/or any other DW property); provided, however, that DW
      shall not have the right to license DW Elements from Eligible DW
      Properties to third parties during the Term for use in Permanent
      Attractions, Live Events, Walk-Arounds, or Restaurants themed to such
      Eligible DW Property in any entertainment complex which is adjacent to and
      is advertised and promoted as operated in conjunction with a Theme Park
      owned by such third party.

4.    COMPENSATION: MCA shall pay DW the following compensation:

      A. Yearly Exclusivity Fee: Commencing on June 7, 1998, MCA shall pay DW
      *** per year (payable *** on June 7, 1998 and *** on each anniversary date
      ["Anniversary Date"] thereafter during the Term, (subject to proration to
      the extent that the period between the, last Anniversary Date to occur
      during the Term and the date of expiration or termination of the Term is
      less than twelve months), *** of which shall be applicable against fees as
      set forth in Paragraph 4.B. below paid or payable within each such year.
      For the purposes hereof, fees shall be considered paid or payable at such
      time as they are due pursuant to the payment schedule specified for the
      applicable use set forth below. There shall be no carry forward or carry
      back of fees paid or payable during any Term year against the Term year
      exclusivity fees payable for any other Term years.

      B. Additional Fees: Fees as set forth below:

            (1) Permanent Attractions: For each Permanent Attraction in each
      Theme Park, fees as follows:

                  (a) An initial fee of *** if the Permanent Attraction is based
      on an animated theatrical motion picture (including any combination of
      live action/animation picture [e.g., "Roger Rabbit"] and/or
      non-traditional animation, such as stop-motion or claymation); *** if the
      Permanent Attraction is based on a live-action theatrical motion picture.
      With respect to any Permanent Attraction based on any motion picture which
      is a co-production with MCA (other than one co-produced pursuant to
      Exhibit "C"), MCA and DW shall negotiate a fee in good faith ***. Such
      fees shall be payable *** upon the earlier of MCA's notification to DW or
      public announcement that MCA intends to construct the Permanent
      Attraction; *** on commencement of construction; and *** upon the initial
      public opening; and

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                  (b) *** for each Permanent Attraction, per Theme Park, per
      year thereafter, commencing upon the first anniversary of the initial
      public opening of such attraction.

      For the fourth and fifth Permanent Attractions at any single Theme Park,
      the amounts set forth in Paragraphs 4.B.(1)(a) and 4.B.(1)(b) above shall
      be increased by ***; for the sixth and subsequent Permanent Attractions at
      any Theme Park, the amounts set forth in Paragraphs 4.B.(1)(a) and
      4.B.(1)(b) shall be increased by ***.

            (2) Live Events: For each Live Event based on any Eligible DW
      Property, MCA shall pay DW either, at MCA's election:

                  (a) *** per Live Event, per year, per Theme Park, commencing
      upon the date of the initial public performance; or

                  (b) *** per Live Event for six months, per Theme Park, payable
      upon the initial public performance. At the conclusion of such six months,
      MCA shall pay DW ***if MCA elects to continue such Live Event and then,
      commencing one year after the initial public performance of such Live
      Event, *** per year, per Theme Park, for such Live Event.

                  Any event which MCA determines in good faith to be a Live
      Event (i.e., as opposed to a Permanent Attraction) and which is performed
      for a period in excess of *** (or *** if the additional *** is necessary
      for such show to run for two complete summers), whether or not
      continuously performed, shall be deemed a Permanent Attraction and upon
      the conclusion of such *** or ***, as applicable, MCA shall pay DW an
      amount equal to the difference between sums already paid with respect to
      the show, and the applicable fee due for a Permanent Attraction as set
      forth in Paragraph 4.B. 1.(a) above. By way of example, if a Live Event
      based on an animated motion picture runs for ***, which encompasses two
      summers, upon the conclusion of such ***, MCA would pay DW *** less
      amounts paid under 4(B)(2) in order to continue the applicable Permanent
      Attraction and on the next anniversary of the initial public performance,
      the annual payments as set forth in 4.B.1(b) would commence, provided,
      however, that if prior to expiration of the above *** month period, MCA
      announces or designates the applicable event to be a Permanent Attraction,
      upon the conclusion of such *** period, MCA would then pay DW the
      applicable fee in paragraph 4.B. 1 .(a) less the payments under 4.B.2 plus
      the payments under 4.B.1.(b) commencing upon the next anniversary of such
      announcement or designation.

                  (3) "Walk-Arounds": With respect to all "Walk-Around"
      characters, MCA shall pay DW *** on a one-time basis, per Eligible DW
      Property, per Theme Park, payable upon the first use of any character;
      provided, however, that no payment shall be due for the use of any
      strolling Walk-Around characters if (i) such characters do not perform any
      scripted lines or songs or choreographed routine, or if the aggregate time
      of all scripted lines and songs and

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      choreographed routines performed by any Walk-Around character or group of
      Walk-Around characters is *** or less (e.g., if two (2) or more
      Walk-Around characters speak, sing or perform together, the aggregate
      running time of all lines, songs, and/or performance of any group of
      Walk-Around characters may be ***; and (ii) photographs, drawings, or
      other visual depictions of and/or mention, description, excerpted
      performance, or any other reference to the Walk-Around characters do not
      comprise more than-*** of any single item of visual and/or auditory
      marketing material or any single advertisement. By way of example, if a
      newspaper ad promoting a Theme Park includes drawings of the Walk-Around
      Characters or photographs depicting the Walk-Around Characters, which
      comprise *** of the total artwork space used, payment would be due as set
      forth above for such Walk-Around Characters.

                  (4) Restaurants: For any restaurant in a Theme Park (which may
      have an entrance outside the Theme Park) themed to an Eligible DW
      Property, if such restaurant is used in connection with the advertisement
      or promotion of the applicable Theme Park ("Restaurant"), MCA shall pay DW
      *** on a one-time basis per Restaurant, per Theme Park, upon the opening
      of each such Restaurant (or at such later time, if ever, as payment
      becomes due for such Restaurant by reason of the use of such Restaurant to
      advertise or promote the applicable Theme Park, as set forth below). A
      Restaurant shall be deemed to be used in connection with advertisement or
      promotion of the applicable Theme Park if photographs, drawings, or other
      visual depictions of and/or mention, description, or any other references
      to the Restaurant comprise more than *** of any single item of visual
      and/or auditory marketing material or any single advertisement for the
      applicable Theme Park. No payment shall be due for the use of any themed
      Restaurant which is not used to promote the applicable Theme Park, i.e.,
      if photographs, drawings, or other visual depictions of and/or mention,
      description, or any other references to the Restaurant do not comprise
      more than *** of any single item of visual and/or auditory marketing
      material or any single advertisement for the applicable Theme Park.

                  (5) Themed Areas: For any area or location which is entirely
      themed to one DW property (including any sequels, remakes, TV series, or
      other forms of exploitation of such property) ("Themed Area") which is
      used in connection with the advertisement or promotion of the applicable
      Theme Park, payment shall be due for each individual use (i.e., Restaurant
      and Walk-Around characters) as set forth above. If the themed area
      contains or incorporates DW Elements into uses which are not specifically
      listed above, MCA and DW shall negotiate a fee in good faith, which fee
      shall in no event be lower than the applicable fee for a Permanent
      Attraction. A themed area shall be deemed to be used in connection with
      the advertisement or promotion of the applicable Theme Park if
      photographs, drawings, or other visual depictions of and/or mention,
      description or any other reference to the themed area comprise more than
      *** of any single item of visual or auditory marketing material or any
      single advertisement. No payment shall be due for the use of any themed
      area which is not used to promote the applicable Theme Park, i.e, if
      photographs, drawings, or

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      other visual depictions of and/or mention; description or any other
      reference to the themed area do not comprise more than *** of any single
      item of visual or auditory marketing material or any single advertisement
      for the applicable Theme Park.

                  (6) Other Promotional Uses: No fee shall be payable for use of
      elements from any DW feature-length motion picture or television special
      in promotional shows or displays (e.g., use of props or sets, showing of
      clips) which are limited in time to coincide with the initial theatrical
      or television release of the property, as applicable.

                  (7) Other Uses: For any Theme Park use of elements from an
      Eligible DW Property which is not listed above, MCA and DW shall negotiate
      a fee consistent with the above fees.

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5.    MERCHANDISING: MCA will construct and maintain immediately adjacent to
      each Permanent Attraction and Live Event (for the duration of operation of
      such Permanent Attraction and/or Live Event) a kiosk or separate covered
      sales area of at least *** square feet, which will exclusively contain
      merchandise based upon or themed to the same motion picture or television
      program as the applicable Permanent Attraction or Live Event. Each kiosk
      or sales area shall include at least *** square feet which is dedicated
      entirely to licensed DW merchandise; provided, however, that DW
      acknowledges that such kiosk or sales area may contain a small number of
      non-themed items (e.g., film and photographic supplies). DW shall sell
      such licensed DW merchandise to MCA at DW's customary wholesale price, and
      receive DW's customary royalty therefrom. If MCA constructs a Permanent
      Attraction or Live Event, subject to DW's pre-existing and prospective
      third party merchandising arrangements, MCA shall have the right to
      manufacture and sell in the theme park which houses such Permanent
      Attraction or Live Event, merchandising based upon the same motion picture
      or television program on which the applicable Permanent Attraction or Live
      Event is based. For merchandise so manufactured by MCA for sale at the
      park, MCA will pay DW a royalty of *** of the wholesale price (i.e., the
      greater of MCA's wholesale price or the price MCA would pay to the normal
      DW supplier of comparable goods). For example, if MCA's wholesale price is
      *** per t-shirt, and DW's t-shirt supplier would charge *** for a
      comparable shirt, Universal would pay *** on ***. All payments due to DW
      pursuant to this Paragraph 5 shall be made on a quarterly basis and shall
      be accompanied by a statement setting forth in reasonable detail a
      description of the items of merchandise, the number of each item
      manufactured and the wholesale price of each such item. Upon reasonable
      notice and during normal business hours, DW shall have the right to audit
      MCA's books and records pertaining to the retail sales of merchandise
      based upon and/or themed to DW properties. MCA shall be solely responsible
      for maintenance and operation of each kiosk or sales area, including
      without limitation payment of all operating costs and salaries, payment of
      sales taxes, and maintenance of customary insurance coverage.

6.    APPROVALS: DW will have reasonable approvals over all creative and design
      elements, location, advertising, promotion (including sponsorships and
      tie-ins) and merchandising with respect to any Permanent Attraction, Live
      Event, Walk-Arounds, Restaurants, Promotional Uses, merchandising areas,
      and any other use of elements from Eligible DW Properties, as described
      above. Without limiting the generality of the foregoing, DW shall have the
      right to approve all creative aspects of any new film elements, footage,
      animation, voice recording, and other elements specifically created for
      Theme Park uses. In no event shall DW have any lesser approval rights than
      Steven Spielberg is entitled to exercise under the existing agreement
      between Steven Spielberg and MCA. MCA shall comply with all of DW's
      contractual obligations and restrictions regarding the use of Eligible DW
      Properties in MCA Theme Parks, and be responsible for all costs, and
      creative and rights fees to third parties, including all cash fees,
      payments required by virtue of any collective bargaining agreements (e.g.,
      Writers Guild of America residuals or payments), bonuses or royalties
      payable specifically for Theme Park

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      uses hereunder, but excluding any participations which are based upon a
      percentage of adjusted gross receipts, net profits, or other defined
      proceeds from the exploitation of any rights relating to motion picture or
      television program, and excluding any payments to officers or principals
      of DW; provided, however, that DW shall be responsible for *** of any such
      third party talent fees (excluding guild mandated payments) up to a
      ceiling of *** of the fees payable to DW hereunder for the applicable
      attraction. Upon MCA's request, DW will advise MCA of such payments
      required to be made by MCA (other than payments required by virtue of any
      collective bargaining agreements). Any renovations, additions, and/or
      other changes to existing Permanent Attractions, Live Events,
      Walk-Arounds, Restaurants, or any other use shall require approval by DW.

7.    POST-TERM EXPLOITATION OF PROPERTIES: Notwithstanding the expiration of
      the Term or earlier termination of the Term (including any additional time
      period pursuant to Paragraph 2.B. above) upon DW or MCA's notice of its
      election to terminate Exhibit "A" for any reason, MCA shall retain
      exclusive Theme Park Rights to each Eligible DW Property for the longer of
      (i) *** after expiration or the termination of the Term and (ii) a period
      of *** after the initial domestic release, broadcast or distribution by DW
      to the public of such Eligible DW Property (the "Post Term Exploitation
      Period") on a property-by-property basis. For example, if an Eligible DW
      Property has an initial domestic release *** prior to expiration of the
      Term, the Post Term Exploitation Period will be ***. In the event of
      expiration of the Term as to each Eligible DW Property with respect to
      which MCA has not already exercised any of its-rights hereunder, MCA
      shall, by the end of the applicable Post Term Exploitation Period, notify
      DW if MCA intends to construct a Permanent Attraction or Restaurant (or
      intends to complete construction, if such a project has been commenced but
      not completed), stage a Live Event or exercise any of its other Theme Park
      Rights hereunder based on such Eligible DW Property (the "Notice"). If MCA
      gives such Notice, MCA shall be concurrently committed to pay DW the
      applicable initial fees, which fees shall be paid as set forth in the next
      two sentences. The initial Permanent Attraction fee shall be paid *** upon
      Notice, *** upon the earlier of eighteen months after Notice or
      commencement of construction and *** upon the earlier of completion of
      construction or three years after Notice; the initial Live Event fee shall
      be paid upon the earlier of the date of initial performance of such Live
      Event or one year after Notice; and the Restaurant fee shall be paid upon
      the earlier of the opening of such Restaurant or one year after Notice.
      Annual fees with respect to Permanent Attractions and Live Events shall
      commence within the earlier of *** after opening or *** after Notice for a
      Permanent Attraction; and within *** following payment of the initial Live
      Event fee for a Live Event. Annual fees shall terminate at the end of the
      annual fee period in which the Permanent Attraction or Live Event, as
      applicable, ceased operating on a permanent basis or if no Permanent
      Attraction or Live Event is ever opened after payment of all applicable
      initial fees and *** of annual fees, at which point MCA's rights with
      respect thereto shall concurrently terminate. In addition, if MCA gives
      such Notice, MCA shall open any such Permanent Attraction within *** of
      payment of the initial fee, and any Live Event or

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      Restaurant within *** of payment of the initial fee (it being acknowledged
      that any such Permanent Attraction, Live Event or Restaurant shall be
      deemed "opened" upon the earlier of same being opened or MCA's payment of
      the applicable fee therefor). If MCA fails to comply with the foregoing,
      MCA's rights hereunder shall terminate. MCA shall retain rights in DW
      properties which were exploited during the Term (and/or the Post Term
      Exploitation Period) as follows:

      a. Permanent Attractions: MCA shall have the right to continue operation
      of any Permanent Attraction created in accordance with the terms hereof,
      provided that MCA continues to make the applicable yearly payments
      therefor. MCA's rights with respect to all DW properties which are the
      basis for such Permanent Attractions shall be non-exclusive, provided that
      with respect to each DW Property which is the basis for a Permanent
      Attraction, MCA shall retain exclusive Theme Park rights to such DW
      Property in the "Territory(ies)" (as defined below) for which the
      applicable fees have been paid or in which the applicable Permanent
      Attraction(s) are constructed for the duration of operation of such
      Permanent Attraction(s) (including the right to develop additional
      Permanent Attractions based on the same DW Property in the same Territory,
      provided that [1] MCA pays the applicable Initial Fee for each such
      additional Permanent Attraction prior to the time, if ever, that all
      previously constructed Permanent Attractions in such Territory cease
      operations or fees are no longer paid therefor, and [2] MCA continues to
      make the yearly payments for such additional Permanent Attraction). In
      addition, with respect to DW Properties which are the subject of an
      existing Permanent Attraction in one Territory, MCA shall have a period of
      ***after the opening of the immediately preceding Permanent Attraction
      based on the applicable DW property (or *** after the expiration of the
      Term, whichever last occurs) to notify DW that MCA intends to construct a
      second (or third, fourth, fifth and so forth) Permanent Attraction based
      on the same property in a different Territory (hereinafter "Additional
      Territory(ies)"), and pay the applicable fee in full, and, in such event,
      MCA shall have exclusive Theme Park rights to such DW Property in such
      Additional Territory, provided MCA makes (and continues to make) payment
      of the annual fee, and opens such additional Permanent Attraction within
      the applicable time period set forth below. On the date *** after payment
      of the initial fee, MCA shall commence payment of the applicable annual
      fee as set forth above. If MCA has not actually opened any such Permanent
      Attraction within *** of payment of the applicable initial fee, MCA shall
      have the right to extend such *** period up to-an aggregate of ***, by
      payment of ***, per year, per Theme Park (with respect to each such
      Permanent Attraction in an additional Territory). By way of example, if
      MCA opens a Permanent Attraction based on "Prince of Egypt" in the United
      States on *** (and the Term has expired), MCA must notify DW that it
      intends to open a "Prince of Egypt" attraction in Europe (or any other
      Territory) by ***, and pay the applicable fee therefor. Provided that MCA
      makes all payments and the "Prince of Egypt" attraction in Europe is
      opened by ***, MCA shall have the right exercisable within *** after the
      opening of the "Prince of Egypt" attraction in Europe to notify DW that it
      intends to construct a "Prince of Egypt" attraction in Japan, and so
      forth. If MCA exercises its right to extend as set forth in the

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      preceding sentence, and any Permanent Attraction is not opened within ***
      after the opening of the immediately preceding Permanent Attraction, all
      rights with respect thereto shall automatically revert to DW.

      The "Territories" shall be as follows: ***

      b. Live Events/Restaurants/Walk-Arounds:

            (i) Live Events/Restaurants: After the Term, MCA can continue to
      operate any Live Event commenced during the Term or the applicable Post
      Term Exploitation Period (provided MCA continues to make payments
      therefor) and/or Restaurant so long as such Live Event or Restaurant is in
      continuous operation, but MCA's rights will become non-exclusive with
      respect to the DW property(ies) which are the basis for such Live
      Events/Restaurants (except to the extent MCA has exclusive rights in such
      Territory as a result of the applicable Post Term Exploitation Period, or
      the continuing operation of a Permanent Attraction as provided in
      subparagraph a. above, or MCA has exclusive rights during a ***
      exclusivity period as specifically set forth in and pursuant to
      subparagraph b.(iii) below).

            (ii) Walk-Arounds: MCA may continue Walk-Arounds for *** after the
      Term, but MCA's rights will become non-exclusive with respect to the DW
      properties which are the basis for the Walk-Arounds on the expiration of
      the applicable Post Term Exploitation Period (except as provided in
      subparagraph a. above). On the date *** after the expiration of the Term,
      MCA must discontinue all Walk-Arounds, except that MCA may continue
      Walk-Arounds in any Theme Park in which MCA has a continuing Permanent
      Attraction or Live Event based on the applicable property or for which it
      has commenced paying fees with respect to a Permanent Attraction or Live
      Event, for the duration of operation or performance of, or the payment of
      fees for, as applicable, of the Permanent Attraction or Live Event.

            (iii) *** Exclusivity Period: Notwithstanding the foregoing, for
      each use of Live Events and Restaurants, whether commenced during the Term
      or during the applicable Post Term Exploitation Period (the commencement
      of fees being deemed to be a "use" for the purposes of this subparagraph),
      MCA's rights with respect to exploitation of the applicable DW property in
      such use only will be exclusive for a minimum of ***. By way of example,
      if MCA opens a "Prince of Egypt" Restaurant on ***, after the expiration
      of the Term, MCA may continue to operate the Restaurant, and commencing
      upon ***, DW may license to a third party the right to exploit a
      Restaurant based on "Prince of Egypt" in a Theme Park.

8.    VIRTUAL THEATER PROJECT: DW intends to develop a "Virtual Theater"
      project, which MCA acknowledges does not interfere with any rights it may
      have to the services of Steven Spielberg in connection with MCA Theme
      Parks. The parties hereto agree that provided such Virtual Theater Project
      is not constructed

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***Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
<PAGE>

      in or adjacent to a Theme Park, or advertised or promoted as operated in
      conjunction with a Theme Park, such Virtual Theater Project shall not be
      deemed a Theme Park and shall not be subject to the exclusivity provisions
      of this agreement. If MCA so elects, MCA shall have the right to
      contribute to the financing and the development and construction of the
      first such Virtual Theater project, upon terms to be negotiated in good
      faith (and each succeeding Virtual Theater project, if MCA contributed to
      the immediately preceding Virtual Theater Project). If MCA does not make
      such election and notify DW (within 30 days of notice from DW), or if DW
      and MCA are unable to reach agreement with respect to the terms of MCA's
      involvement within 30 days after the commencement of such negotiations, DW
      has the right to proceed with development and construction of the Virtual
      Theater (and to create duplicate projects in various locations) without
      any further obligation to MCA.

9.    ASSIGNMENT: Except as expressly set forth below, MCA may not assign,
      license, transfer or otherwise encumber any of its rights or obligations
      hereunder, and in the event of any such assignment by MCA, all of MCA's
      rights hereunder shall immediately terminate, except as follows: Any
      assignee of MCA which assumes all obligations of MCA hereunder in writing
      with respect to one or more Theme Parks may continue to operate any
      Permanent Attraction, Live Event or Restaurant which is in operation in
      such Theme Park on the date of such assignment, provided that (i) MCA's
      assignee continues to make the applicable payments therefor and comply
      with all of its other obligations hereunder, (ii) such assignee may not
      make any changes to any elements of such Permanent Attraction (excluding
      only maintenance or upgrading of mechanical elements which do not in any
      way change the visual, auditory, or any other creative elements of such
      Permanent Attraction), (iii) DW continues to have all of its approvals and
      controls with respect to such Theme Park as set forth herein, (iv) such
      Theme Park shall continue to operate under a MCA proprietary name, (v)
      such Theme Park continues to be maintained in substantially the same
      condition, and (vi) such assignee's rights shall otherwise be as set forth
      herein, and subject to its compliance with all other terms hereof. In
      addition, MCA may assign its rights hereunder as security with respect to
      any MCA Theme Park solely in connection with a financing transaction (e.g.
      mortgage, sale and lease-back, or recapitalization) as a result of which
      by foreclosure or similar proceeding any financier(s) (or its successors
      or assigns) is assigned control of an MCA Theme Park, in which event such
      assignee may continue to operate any Permanent Attraction, Live Event or
      Restaurant which is in operation on the date of such assignment, subject
      to clauses (i) through (vi) inclusive in the immediately preceding
      sentence. Notwithstanding the above, nothing shall limit MCA's right to
      assign or transfer any interest in any Theme Park in which MCA (or such
      assignee or transferee) does not utilize any rights hereunder (including
      but not limited to any Permanent Attraction) and in this regard MCA (or
      such assignee or transferee) may continue to operate any Permanent
      Attraction, if it stops using any copyrightable or other protectable DW
      elements and ceases all advertising and publicity which in any way
      promotes an identification between the use and any Eligible DW Property.

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<PAGE>

The parties hereto intend to enter into a more formal, long, form agreement.
Unless and until such agreed is executed, the parties hereto confirm by their
signature below that the foregoing constitutes a binding agreement with respect
to the subject matter hereof.

                                        DREAMWORKS L.L.C.

                                        By __________________________________
                                        Its__________________________________

___________________/MCA

By _________________________________
         Universal Studios, Inc.

Is _________________________________
         Executive Vice President
            Corporate Operations

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