<PAGE>

                                   EXHIBIT "A"

                             MEMORANDUM OF AGREEMENT
           BETWEEN DREAMWORKS L.L.C. AND UNIVERSAL CITY STUDIOS, INC.

                         FOREIGN THEATRICAL DISTRIBUTION

                                TABLE OF CONTENTS

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                                                                           PAGE
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<S>                                                                        <C>
1.    Definitions....................................................        1
2.    Distribution...................................................        4
3.    Distribution Controls and Procedures...........................        6
4.    Grant of Rights................................................       17
5.    Collections/Remittance/Accounting..............................       20
6.    Representations and Warranties.................................       30
7.    Indemnity......................................................       31
8.    Copyright......................................................       32
9.    Delivery.......................................................       33
10.   Termination....................................................       33
11.   Miscellaneous..................................................       38
      EXHIBIT "A-1"..................................................       41
      EXHIBIT "A-2"..................................................       42
</TABLE>
<PAGE>
                                   EXHIBIT "A"

                             MEMORANDUM OF AGREEMENT
           BETWEEN DREAMWORKS L.L.C. AND UNIVERSAL CITY STUDIOS, INC.

         This agreement ("Exhibit A") is entered into as of June , 1995 by and
between DreamWorks L.L.C., a Delaware Limited Liability Company ("DW"), and
Universal City Studios, Inc. (herein, "Universal") relating to foreign
theatrical motion picture distribution.

         In consideration of the covenants and conditions herein contained, and
for other good and valuable consideration, the parties hereto agree as follows:

1.       DEFINITIONS:

         a.       "Pictures" (individually "Picture") means all live-action and
                  animated motion pictures (and combinations thereof) initially
                  distributed by DW in commercial motion picture theaters before
                  paying public audiences in the United States during the
                  "Term", as and to the extent DW has or acquires "Theatrical
                  Distribution Rights" in the "Territory". Universal
                  acknowledges that third parties may distribute a Picture in
                  such portion of the Territory (which may be the entire
                  Territory) where and when DW does not have Theatrical
                  Distribution Rights in such portion. The term "Picture" or
                  "Pictures" does not include any motion picture co-financed by
                  DW and MCA pursuant to Exhibit "C" to the Master Agreement.

         b.       "Term" means the period commencing on the date hereof and
                  continuing through December 31, 2001; provided that the Term
                  may be extended for an additional four-year period at DW's and
                  Universal's mutual agreement confirmed by both parties in
                  writing no later than 90 days prior to December 31, 2001.
                  Notwithstanding the foregoing and subject to the terms of this
                  Exhibit "A", Universal shall have the exclusive Theatrical
                  Distribution Rights for each Picture for the initial period
                  (as DW determines in its sole discretion) of theatrical
                  distribution of such Picture in each country of the Territory
                  in which such distribution commences within twelve months
                  following such Picture's initial general U.S. theatrical
                  release, provided that DW shall be entitled to re-release any
                  Picture theatrically but only after the Term without utilizing
                  Universal as the distributor. Notwithstanding the foregoing,
                  the Term is subject to earlier termination in accordance with
                  Paragraph 10 below.

         c.       "Territory" means the entire world, excluding only:

                  i.       the United States and Canada and their territories
                           and possessions (including specifically, without
                           limitation, Guam, Midway Islands, U.S. Virgin
                           Islands, Canal Zone, Saipan, Marshall Islands and
                           Puerto Rico), the Bahamas and Bermuda; and
<PAGE>
                  ii.      South Korea, North Korea and the remainder of Asia
                           (excluding Japan), but only if and to the extent that
                           DW assigns theatrical distribution rights in such
                           countries to or through Lee Entertainment L.L.C. or
                           any of its affiliated or related parties, or any of
                           their successors or designees (collectively, the
                           "Korean Shareholder") pursuant to an agreement
                           between DW and the Korean Shareholder (the "Investor
                           Agreement") (it being understood that the countries
                           so excluded may increase during the Term as such
                           Korean Shareholder distributes motion pictures
                           theatrically in more countries in Asia other than
                           Japan). DW will provide Universal with reasonable
                           notice, if and to the extent that DW receives same,
                           of such additional countries, although DW's failure
                           to do so shall not be deemed to be a breach of this
                           Exhibit "A"; provided, however, if and to the extent
                           that Universal and/or UIP has previously entered into
                           arrangements pre-approved by DW in such additional
                           countries, DW shall hold harmless Universal from any
                           third party claims and actual direct out-of-pocket
                           losses (i.e., excluding internal costs, profits
                           and/or other consequential damages) resulting from
                           DW's failure to provide timely notice. In any event,
                           any such change in countries shall be prospective
                           only (i.e, it will only affect Pictures which have
                           not then been distributed by UIP). Notwithstanding
                           the foregoing, it is agreed that the Korean
                           Shareholder may not distribute the Pictures through
                           another U.S. "major" motion picture distributor
                           (currently Twentieth Century Fox, Warner Bros., Sony,
                           and Disney), although it may co-venture with such
                           distributor(s) for distribution. Notwithstanding the
                           foregoing, if the Korean Shareholder's distribution
                           rights have terminated with respect to a particular
                           Picture(s) or in a specified country(ies), and/or if
                           the Investor Agreement terminates, then to the extent
                           the Korean Shareholder no longer has distribution
                           rights, the Territory shall then include any such
                           excluded country(ies) and/or Universal shall then
                           have Theatrical Distribution Rights with respect to
                           the particular Picture(s), as the case may be.

         d.       "Theatrical Distribution Rights" means only the exclusive
                  limited right and obligation, subject to the terms of this
                  Exhibit "A", to distribute the Pictures for the purpose of
                  exhibition in commercial motion picture theaters before paying
                  public audiences. Theatrical Distribution Rights do not
                  include, (i) any form of distribution or exploitation of the
                  Pictures outside the Territory, (ii) distribution or
                  exhibition of the Pictures in any other medium including,
                  without limitation, on free and pay television, video disc,
                  video tape, computer or other video or in-home distribution
                  now known or hereafter devised, radio, legitimate stage,
                  non-theatrical exhibition (including, without limitation,
                  airlines, ships, schools, hospitals, clubs, societies,
                  military and industrial installations, etc.) and/or (iii) any


                                       2
<PAGE>
                  other form of distribution, exhibition or other method of
                  exploitation of the Pictures, now known or hereafter devised.

         e.       "Subdistributor" means any person or entity other than "UIP"
                  which distributes the Pictures hereunder within the Territory,
                  and which is not owned or controlled, in whole or in part, by
                  UIP.

         f.       "UIP" means United International Pictures, B.V., a company
                  incorporated in the Netherlands, and any entity which it owns
                  or controls in whole or in part.

         g.       Notwithstanding anything to the contrary in this Exhibit "A",
                  the parties agree that: (i) Universal shall not be required
                  hereunder to violate any contract existing as of the date
                  hereof or any law, provided Universal shall give DW written
                  notice promptly following (1) DW's submission of a proposed
                  marketing plan(s) or other request for "Services" (as defined
                  below), but in no event later than 30 days following such
                  submission or request, specifying in reasonable detail any
                  requirement hereunder which would cause Universal to violate
                  any such existing contract (and including a copy of the
                  relevant provision[s] of such contract) and/or any law or (2)
                  Universal's knowledge of any such violation or prospective
                  violation; (ii) if Universal receives a claim (which Universal
                  in its good faith business judgment believes poses a risk of a
                  result materially adverse to Universal) that any Services
                  requested by DW violate any third party rights and, as a
                  result thereof, Universal desires to discontinue rendering
                  such Services, Universal will be permitted to do so until such
                  time, if ever, as such claim has been resolved in Universal's
                  favor or in any other manner which does not prevent Universal
                  from rendering such Services and provided that, prior to
                  discontinuing such Services, Universal shall give DW written
                  notice specifying in reasonable detail the specifics of such
                  claim (as well as a copy of any relevant pleadings, demand
                  letters, correspondence, etc.) and shall nonetheless continue
                  rendering such Services for a reasonable period of time so as
                  to enable DW to arrange for a commercially acceptable
                  alternative; (iii) Universal shall not be required to cause
                  UIP to deliver greater services, information, data or reports
                  (collectively, "Services") than the comparable level of
                  Services which UIP then renders to Universal or to any of the
                  "UIP Owners" (as defined below) (provided, however, that
                  Universal will use its best efforts to cause UIP to comply
                  with any additional requirements or Services requested by DW,
                  it being acknowledged that Universal cannot guarantee that UIP
                  will agree to do so); and (iv) there will not be a material
                  reduction (on an overall basis) in the Services provided
                  hereunder, from that provided by UIP to Universal or any of
                  the UIP Owners in June 1995 although the parties acknowledge
                  that (1) any such material reduction shall not be deemed to be
                  a breach of this Exhibit "A", and (2) each of the UIP Owners
                  may themselves render or cause to be rendered specific
                  Services theretofore rendered by UIP and, in such event, to
                  the extent Universal renders or causes to be rendered



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<PAGE>
                  such Services to its own pictures generally, it shall provide
                  such Services to DW at no additional cost.

2.       DISTRIBUTION:

         a.       Universal is granted Theatrical Distribution Rights in the
                  Territory to the Pictures during the Term, provided that such
                  distribution shall be conducted by UIP in the ordinary course
                  of UIP's business. In distributing Pictures pursuant to this
                  Exhibit "A", Universal shall be subject to, and shall cause
                  UIP to follow, the direction and control of DW consistent with
                  this Exhibit "A". All decisions by DW under this Exhibit "A"
                  may be made from time-to-time on a Picture-by-Picture and
                  territory-by-territory basis, unless other-wise specifically
                  provided herein. DW shall have the right to designate the
                  period of distribution of any Picture and may require
                  Universal (which shall in turn require UIP) to withhold or
                  withdraw any Picture(s) from distribution overall or on a
                  territory-by-territory basis in the Territory, as DW in its
                  sole discretion instructs, in which event DW agrees to hold
                  Universal and UIP harmless from any third party claims
                  directly resulting from any withholding or withdrawal which
                  shortens the period of distribution previously designated by
                  DW. Neither Universal nor UIP shall have any rights in or to
                  the Pictures other than as distributor and as set forth in
                  this Exhibit "A". Universal shall, or shall cause UIP to,
                  advance on a timely basis all DW-approved "Distribution
                  Expenses" (as defined in Paragraph 5.d. below) in connection
                  with the Pictures and shall be entitled to recoup same as
                  herein provided.

         b.       Notwithstanding the foregoing, to the extent Universal is
                  precluded from distributing a Picture theatrically during the
                  Term as a result of DW's exercise of its rights in this
                  paragraph to withhold or withdraw a Picture from distribution
                  in any country (or overall) in the Territory, DW shall not
                  permit any third party to distribute such Picture in such
                  country (or overall) during the Term or for one year after the
                  Term without affording Universal the right to do so pursuant
                  to the terms hereof.

         c.       Unless expressly prohibited by applicable law, Universal shall
                  not have the right to refuse to distribute any Picture(s) for
                  theatrical distribution, except for a refusal to distribute
                  based on Universal's or UIP's good faith business judgment
                  exercised in a manner which does not discriminate against the
                  Pictures as compared to the pictures of the "UIP Owners" (as
                  defined below), provided that Universal will give timely prior
                  notice of its intention not to distribute a Picture(s) in
                  sufficient time to allow DW to distribute, or cause the
                  distribution of, such Picture(s) on or about the dates
                  contemplated for initial theatrical release. If Universal
                  refuses (or is deemed unable due to a force majeure event as
                  provided in Paragraph 10.b.ii.3(b) below) to distribute any
                  Picture(s) for theatrical distribution in any country(ies), DW
                  shall have the right in its sole discretion to withdraw any
                  such Picture(s) from Universal and distribute or cause the
                  distribution of such Picture(s) in such country(ies). In
                  addition, if Universal refuses other than for legal or
                  censorship reasons (or is deemed unable due to a force majeure
                  event as provided in Paragraph 10.b.ii.3(b) below and such
                  event does not affect distributors generally) to distribute
                  any Picture(s) in a portion of the Territory representing ***
                  or more of "Territory Receipts" (as defined in Exhibit "A-2")
                  for all UIP pictures in the preceding year, DW shall have the
                  right in its sole discretion to withdraw any such Picture(s)
                  from Universal and distribute or cause the distribution



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                  of such Picture(s) in the entire Territory or any portion of
                  the Territory, as DW elects. Notwithstanding the foregoing, if
                  Universal refuses other than for legal or censorship reasons
                  (or is deemed unable due to a force majeure event as provided
                  in Paragraph 10.b.ii.3(b) below and such event does not effect
                  distributors generally) to distribute any Picture(s) in Japan,
                  Universal shall nonetheless have the right to distribute any
                  such Picture(s) in the remainder of the Territory; provided,
                  however, that DW may, in its sole discretion, withdraw any
                  such Picture(s) from Universal: (a) in the Far East and
                  distribute or cause distribution of such Picture(s) therein;
                  or (b) in the entire Territory on any portion of the Territory
                  if Universal does not distribute any such Picture(s) in any
                  country(ies) other than Japan representing *** or more of
                  Territory Receipts for all UIP Pictures distributed in the
                  preceding year and distribute or cause distribution of such
                  Picture(s) therein. If DW distributes or causes the
                  distribution of any Picture(s) pursuant to either of the two
                  preceding sentences, DW shall also have the right in its sole
                  discretion to withdraw from Universal, and render fulfillment
                  services or cause fulfillment services to be rendered for, any
                  "Videogram" (as defined in Exhibit "B") embodying such
                  Picture[s]), in the relevant country(ies) or, if DW elects, in
                  the entire Territory, as provided in Paragraph 2.C. of Exhibit
                  "B". Any distribution of Picture(s) and/or Videogram(s) by or
                  caused by DW under this subparagraph 2.c. shall be at DW's
                  risk (except as provided in Paragraph 7 of this Exhibit "A"
                  with respect to loss or destruction of any Pictures or related
                  physical elements in Universal's or UIP's or any of their
                  Subdistributors' or agents' possession or control and in
                  Paragraph 8.D.2 of Exhibit "B" with respect to loss or
                  destruction of any Videograms or related physical elements in
                  Universal's or CIC's or any of their Subdistributors' or
                  agents' possession or control) and without any obligation to
                  Universal, UIP and/or CIC with respect to such distribution
                  (including, without limitation, any obligation to pay any
                  Distribution Fees or Distribution Expenses incurred after DW
                  assumes distribution in such country(ies) under this Exhibit
                  "A" and/or any Service Fees incurred after DW assumes
                  distribution in such country(ies) or Service Expenses under
                  Exhibit "B").

         d.       DW shall not enter into any agreement during the Term with any
                  third party in which DW does not directly or indirectly have a
                  substantial financial interest or which does not directly or
                  indirectly have a substantial financial interest in DW, for
                  the distribution of Pictures during the Term in commercial
                  motion pictures theaters before paying public audiences in the


                                       5
<PAGE>
                  United States or Canada covering all or substantially all of
                  its Pictures without discussing such matters with Universal,
                  but DW shall have no obligation to enter into an agreement
                  with Universal for such distribution of Pictures in the United
                  States or Canada. DW shall have no obligations under this
                  subparagraph in the event of a termination of this Exhibit "A"
                  per Paragraph 10.

3.       DISTRIBUTION CONTROLS AND PROCEDURES: The parties acknowledge that
         Universal shall cause distribution in the Territory to be handled by
         UIP, whose services shall be supplied to DW by Universal, which hereby
         guarantees and shall be fully responsible for the performance of UIP in
         accordance with and subject to the terms and conditions set forth
         herein. References to UIP therefore shall refer to those services of
         UIP which Universal is supplying hereunder. Universal shall cause the
         Pictures to be distributed by UIP in the same fashion as the pictures
         of Universal, MGM/UA and/or Paramount Pictures or any other partner in
         or owner of UIP (collectively, the "UIP Owners") and UIP shall timely
         submit all recommendations for DW's approval as specified below. DW
         shall have the right to exercise complete and final control in its
         absolute discretion over all aspects of the distribution, marketing and
         advertising for the Pictures in the Territory throughout the Term
         consistent with the provisions of this Exhibit "A". Notwithstanding
         anything to the contrary herein contained, DW shall have the same right
         of direct contact with UIP as any of the UIP Owners in its agreement
         with UIP. In this regard, Universal represents and warrants that it has
         and shall retain during the Term identical rights of access to UIP (on
         a "favored nations" basis) available to any other UIP Owner whether by
         virtue of the UIP Agreement or as otherwise established from
         time-to-time during the Term. With respect to the distribution of the
         Pictures in the Territory, Universal shall delegate to DW whatever
         powers and authorities Universal is entitled to under its agreement
         with UIP; provided, however, that if Universal is contractually
         prevented from delegating such powers and authorities under its
         presently existing agreement with UIP, Universal will exercise such
         powers and authorities on DW's behalf and at DW's direction or in
         concert with DW. Without limiting the generality of the foregoing, the
         following specific terms shall apply:

         a.       GENERAL: In accordance with UIP's practices with respect to
                  the UIP Owner's pictures, UIP shall prepare and recommend in
                  full consultation with DW continent-by-continent (broken down
                  territory-by-territory) marketing plans, budgets and
                  distribution plans and other items containing such
                  information, analysis and recommendations as DW may from
                  time-to-time request for DW's approval in sufficient time for
                  DW to review and discuss. UIP shall commence preparation of
                  such plans and other items immediately following receipt of
                  pertinent materials and information provided by DW, and in any
                  event, such plans and items will be delivered to DW no less
                  than *** days prior to the initial theatrical release date in
                  the Territory for each Picture hereunder (with such detail and
                  specifics as possible given the information previously
                  provided by DW, and updated by UIP from time-to-time as more
                  information is made available by DW



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                  to UIP). DW shall timely approve or timely supply reasonable
                  revisions thereto so that UIP can take such actions as may be
                  necessary to distribute Pictures as contemplated hereby in a
                  fashion consistent with DW's approvals. In addition to any
                  specific approvals set forth in this Exhibit "A", DW shall
                  have the same right to approve actions to be taken by UIP in
                  connection with the Pictures as any UIP Owner has with respect
                  to actions to be taken by UIP in connection with such UIP
                  Owner's pictures (provided, DW shall not forfeit any approval
                  rights if it fails to act within a specified period of time
                  due to Universal and/or UIP's failure to timely advise DW in
                  writing of such time period). DW may exercise such approval
                  rights in its absolute discretion with respect to all matters,
                  including, without limitation, the dates and durations of the
                  releases of the Pictures, the dates and terms of initial
                  booking of the Pictures, the decision to create, and the final
                  version of, any altered versions of any Pictures (including,
                  without limitation, colorization of the Pictures), the amount
                  and nature of budgeted Distribution Expenses, distribution
                  patterns, dubbing, theaters, circuits, suppliers, vendors and
                  service providers, laboratories, the use of trailers from the
                  Pictures on other pictures distributed by UIP and the plans
                  for marketing, advertising, publicity and promotion,
                  including, without limitation, coop media plans and
                  advertising, creative campaigns, and the creation and content
                  of all advertising and promotional material. If UIP fails to
                  obtain the release dates, durations and/or exhibitor terms
                  approved by DW for any Picture(s) (unless such exhibitor terms
                  are the same as exhibitor terms for comparable pictures of the
                  UIP Owners), DW shall have the right in its sole discretion to
                  withdraw any such Picture(s) from Universal and distribute or
                  cause the distribution of such Picture(s) in the country(ies)
                  in which UIP fails to obtain such release dates, durations
                  and/or exhibitor terms (or, if UIP so fails in a portion of
                  the Territory representing *** or more of "Territory Receipts"
                  for all UIP pictures in the preceding year and DW elects, in
                  the entire Territory), at DW's risk (except as provided in
                  Paragraph 7 of this Exhibit "A" with respect to loss or
                  destruction of any Pictures or related physical elements in
                  Universal's or UIP's or any of their Subdistributors' or
                  agents' possession or control) and without any obligation to
                  Universal and/or UIP with respect to such distribution
                  (including, without limitation, any obligation to pay any
                  Distribution Fees hereunder). If DW distributes or causes the
                  distribution of any Picture(s) pursuant to the preceding
                  sentence, DW shall also have the right in its sole discretion
                  to withdraw from Universal, and render fulfillment services or
                  cause fulfillment services to be rendered for, any "Videogram"
                  (as defined in Exhibit "B") embodying such Picture[s]), in the
                  relevant country(ies) or, if DW elects, in the entire
                  Territory, as provided in Paragraph 2.C. of Exhibit "B". Any
                  distribution of Picture(s) and/or Videogram(s) by or caused by
                  DW under this subparagraph 3.a. shall be at DW's risk (except
                  as provided in Paragraph 8.C.(ii) of Exhibit "B" with respect
                  to loss or destruction of any Videograms or related physical
                  elements in Universal's



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                  or CIC's or any of their Subdistributors' or agents'
                  possession or control) and without any obligation to
                  Universal, UIP and/or CIC with respect to such distribution
                  (including, without limitation, any obligation to pay any
                  Distribution Fees or Distribution Expenses incurred after DW
                  assumes distribution in such country(ies) under this Exhibit
                  "A" and/or any Service Fees or Service Expenses incurred after
                  DW assumes distribution in such country(ies) under Exhibit
                  "B"). There shall be no exclusivity or other distribution
                  restriction in any exhibition or distribution deal nor any
                  double bills or accompanying short subjects (unless required
                  by law) without DW's specific approval. If a short subject is
                  required by law or custom to accompany any Picture in any
                  portion of the Territory, DW shall have the first opportunity
                  to supply such short subject. The parties acknowledge that
                  Universal, UIP, the other UIP Owners and DW are each engaged
                  in the motion picture business and that nothing in this
                  Exhibit "A" shall be deemed to limit each party's rights to
                  fully, freely and completely engage in all aspects of the
                  motion picture and related businesses.

         b.       SUBDISTRIBUTION: UIP shall have the right to employ
                  Subdistributors, provided that:

                  i.       DW shall have the right of prior approval (not to be
                           unreasonably withheld) of each Subdistributor and the
                           duration and terms of each Subdistributor's
                           agreement. DW hereby approves the list of
                           Subdistributors for the durations and on the terms
                           attached hereto as Exhibit "A-1" and incorporated
                           herein by this reference, and shall not, without
                           cause, withdraw such approval for the durations and
                           on the terms therein indicated.

                  ii.      UIP may only distribute Pictures through a
                           Subdistributor in territories in which UIP does not
                           directly distribute any other motion pictures, which
                           territories shall be limited to the territories
                           specified in Exhibit "A-1" and such other minor
                           territories, consistent therewith, where UIP elects
                           not to directly distribute any motion pictures.

                  iii.     If DW does not approve a Subdistributor selected by
                           UIP, DW shall have the right to engage directly a
                           subdistributor of its choice (a "DW Subdistributor"),
                           in which event DW shall be solely responsible for all
                           activities of and all obligations to the DW
                           Subdistributor and no Distribution Fees shall be
                           payable to Universal and/or UIP with respect to the
                           territory in which such subdistribution occurs.
                           Notwithstanding the foregoing, Universal shall, at
                           DWs request, service DWs agreement(s) with a DW
                           Subdistributor(s)), in which event the reduced
                           Schedule Percentages set forth in Paragraph 5.c.ii
                           shall apply (provided, as set forth in Paragraph
                           5.a., that UIP Gross and SD Gross shall be



                                       8
<PAGE>
                           aggregated in any event for purposes of calculating
                           the Gross Receipts breakpoints for the Schedule
                           Percentages in subparagraphs 5.b.i.(1)-(3)).

                  iv.      Notwithstanding the foregoing, the parties
                           acknowledge that, subject to DW's reasonable approval
                           and the provisions of Paragraph 1.c.ii., the Pictures
                           may be distributed by UIP through co-venture
                           distribution in some territories within the Territory
                           (e.g., Hong Kong, China), which co-ventures shall not
                           be considered subdistribution. In these instances,
                           reference to "UIP" shall include such co-ventures for
                           all purposes hereunder. Accordingly, all amounts
                           payable or credited to such co-ventures in connection
                           with the Pictures shall be included in deemed "Gross
                           Receipts", and DW shall be accorded audit rights with
                           respect to all such co-ventures.

         c.       SUPPLIERS: With respect to any Picture distributed by UIP
                  hereunder, DW shall have the right (but, except as provided
                  elsewhere, not the obligation) to contract directly with UIP's
                  third party suppliers and/or to "piggyback" on any or all of
                  UIP's arrangements with any third party (including, without
                  limitation, dubbing, manufacturing, advertising, marketing and
                  publicity suppliers/arrangements), except as and to the extent
                  precluded by law, regulation or written agreement between such
                  third party supplier on the one hand, and UIP and/or Universal
                  on the other hand, entered into, and containing a preclusive
                  provision effective, before July, 1996 and disclosed to DW in
                  writing before execution of this Agreement (provided, however,
                  that notwithstanding anything to the contrary in such written
                  agreements, in no event will DW be bound by such agreements
                  after January 1, 1999). In addition, Universal shall disclose
                  to DW relevant excerpts of any such written agreement (except
                  only its agreement with *** for laboratory services) to the
                  extent permissible under such agreement, and DW shall have the
                  right to contest the asserted preclusive contract provision
                  under the dispute resolution provisions of Paragraph 10 of the
                  Master Agreement; provided, however, that Universal shall
                  cause UIP to use its best efforts to cause such third party
                  supplier(s) to contract directly with DW and/or allow DW to
                  "piggyback" on UIP's arrangements with such third party
                  suppliers, as DW elects. UIP shall disclose to DW on an
                  ongoing basis all material information (including, without
                  limitation, advances, volume discounts, laboratory and other
                  vendor rebates and any other economic consideration or
                  financial advantages) regarding deals which could relate to
                  UIP's services hereunder and which are under negotiation
                  and/or concluded with third party suppliers as such
                  information develops, and UIP shall also disclose to DW upon
                  execution of this Exhibit "A" all such information regarding
                  deals concluded with third party suppliers prior to the date
                  of execution of this Exhibit "A". Notwithstanding the
                  foregoing, Universal shall not be required to disclose any
                  information respecting Universal's presently existing
                  laboratory



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                  services agreement with ***. DW may use such information in
                  order to assist DW in deciding whether to "piggyback" on any
                  or all such existing and/or future arrangements with third
                  party suppliers and, in the event DW elects to "piggyback", to
                  determine whether Universal and/or UIP are allocating
                  advances, volume discounts, laboratory and other vendor
                  rebates and any other economic consideration or financial
                  advantages as provided below in this subparagraph 3.c. and in
                  subparagraph 5.e. Notwithstanding the foregoing, DW shall not
                  be entitled to confidential third party information regarding
                  arrangements existing as of the date of execution of this
                  Exhibit "A"; provided, however, that Universal and UIP shall
                  in any event disclose the existence of all such arrangements
                  (including, without limitation, any confidentiality agreements
                  contained therein), and provide to DW as much specificity as
                  possible consistent with such third party confidentiality
                  agreements, and provided further that if Universal and/or UIP
                  refuses to supply any such third party confidential
                  information, the parties will (on DW's request) submit to
                  dispute resolution pursuant to Paragraph 10 of the Master
                  Agreement and the "Judge" (as defined in the Master Agreement)
                  shall impose such reasonable procedures (including, without
                  limitation, redaction and in camera proceedings) as the Judge
                  deems necessary to accord information reasonably necessary for
                  the purposes indicated above while preserving the third
                  party's legal rights to confidentiality. In the event of any
                  "piggyback" arrangement: (i) DW-approved costs with respect
                  thereto shall be advanced by UIP and recouped or repaid as
                  Distribution Expenses; (ii) DW shall have the option to have
                  the Pictures aggregated with other UIP product for purposes of
                  obtaining advances, volume discounts, rebates and any other
                  economic consideration or financial advantages accorded to a
                  group of pictures and in such event, all such advances,
                  discounts, rebates, economic consideration and financial
                  advantages will be allocated to the Pictures according to the
                  terms of the arrangement in question, or if such arrangement
                  does not provide a means of allocation, on a fair and
                  reasonable basis (subject to later reconciliation if and to
                  the extent such allocation was in retrospect unfair or
                  unreasonable to either party); (iii) the terms and conditions
                  of such arrangement with respect to DW shall be no less
                  favorable than the terms and conditions which pertain to the
                  distribution of the UIP Owners' pictures; and (iv) provided
                  such arrangement has been previously timely disclosed to DW in
                  writing, then with respect to rights to Pictures granted
                  Universal hereunder, DW shall be bound by the terms and
                  conditions of such arrangement as if it were a party thereto
                  except to the extent the third party agrees otherwise.
                  Alternatively, DW shall have the right in its sole discretion
                  to itself obtain any or all such services through its own
                  third party arrangements; provided, however, subject to DW's
                  absolute control, DW shall be obligated to utilize UIP's
                  advertising agency or agencies to make any up-front media buys
                  (i.e. long-term, bulk media purchases made by UIP before how
                  such media will be used is determined) during any



                                       10

***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>
                  period in which all UIP Owners are contractually required to
                  make all of their up-front media buys with respect to
                  advertising in the Territory exclusively through such agency
                  pursuant to an exclusivity arrangement existing as of the date
                  of this Exhibit "A" and on terms no less favorable than those
                  offered to UIP Owners (e.g., DW shall receive the same
                  discounts). If DW enters into its own third party
                  arrangements, DW will not be entitled to "piggyback" on UIP's
                  arrangements for the same services unless the "piggyback"
                  terms previously rejected by DW thereafter materially change.
                  If DW utilizes its own third party arrangements, DW will: (a)
                  coordinate (or instruct such third party suppliers to
                  coordinate) information and performance between each other as
                  required and with Universal and UIP; (b) pay such third party
                  suppliers directly; (c) agree to proceed directly against such
                  third party supplier for such third party supplier's breach;
                  and (d) if UIP incurs substantial actual excess administrative
                  costs as a direct result thereof, consider in good faith
                  contributing towards such excess costs, provided that DW shall
                  not be obligated to do so. Universal will not, and will cause
                  UIP not to, enter into any new obligations or agreements, or
                  extensions of any existing obligations or agreements, which
                  restrict the right of any supplier that is a party to such
                  obligations or agreements to contract directly with DW (e.g.,
                  exclusivity arrangements which prevent such party from
                  contracting with DW). Notwithstanding the foregoing, prior to
                  DW directly entering into any third party arrangement, DW
                  will, in appropriate circumstances, make a good faith effort
                  to give Universal advance notice and consult with Universal,
                  it being agreed that DW's failure to comply with this sentence
                  shall not be deemed a breach of this Exhibit "A". Subject to
                  the terms of the Master Agreement, to the extent either party
                  is provided any confidential information with respect to UIP
                  or DW arrangements with suppliers, vendors, or service
                  providers, such party shall keep such information absolutely
                  confidential.

         d.       OPERATING REQUIREMENTS:

                  i.       DISTRIBUTION OUTSIDE THE TERRITORY: Universal is
                           expressly prohibited from distributing, or
                           authorizing the distribution of, the Pictures
                           anywhere outside the Territory.

                  ii.      DIRECT COMMUNICATIONS AND DEALINGS: DW shall have the
                           right to communicate (regarding anything within the
                           scope of this Exhibit "A") directly with (a) all
                           Universal officers, appropriate management employees
                           and staff engaged in any aspect of distribution of
                           motion pictures by Universal anywhere in the
                           Territory, including officers, management employees
                           and staff stationed at Universal corporate and
                           territorial offices; and (b) to the same extent as
                           the UIP Owners, all UIP officers, appropriate
                           management employees and staff engaged in any aspect
                           of theatrical distribution of motion pictures by UIP,
                           including,



                                       11
<PAGE>
                           without limitation, officers, appropriate management
                           employees and staff stationed at UIP corporate,
                           regional and territorial offices. DW shall receive in
                           a timely fashion, directly from UIP and from all
                           Subdistributors, all distribution information,
                           including, without limitation, release dates,
                           projections and so forth. DW shall also have the
                           right to receive copies of any report insofar as it
                           relates to the Pictures or such other information
                           received by or available to the UIP Owners (other
                           than internal financial information respecting the
                           UIP partnership or relating solely to the respective
                           UIP Owner's Pictures) respecting an audit of any
                           Subdistributor conducted by or on behalf of UIP, the
                           costs of which shall be borne solely by UIP if done
                           in the ordinary course of business by UIP. In
                           addition, Universal shall use its best efforts to
                           have UIP audit the accountings of any Subdistributor
                           upon the request of DW and if done, DW shall (to the
                           extent pre-approved by DW, which pre-approval will
                           not be unreasonably withheld) bear its proportionate
                           share of the costs thereof.

                  iii.     UIP PERSONNEL: Universal shall cause the President
                           and Chief Executive Officer of UIP (subject to
                           reasonable absences for vacation and other business)
                           to personally supervise DW motion picture
                           distribution and be responsible to DW with respect to
                           all matters arising hereunder. In the event that the
                           President and/or Chief Executive Officer of UIP shall
                           be replaced during the Term hereof or there is any
                           other substantial change in the management or
                           operation of UIP, DW shall have a right of full
                           consultation with Universal with respect thereto.

         e.       OPERATING STRUCTURE:

                  i.       MARKETING:

                           (a)      PACKAGING/SHIPPING: UIP shall consolidate
                                    shipment of all DW materials to the
                                    Territories at UIP's London headquarters (or
                                    such other location approved by DW),
                                    provided that DW shall only disapprove any
                                    other location if, in its absolute
                                    discretion, it believes that such location
                                    is not secure, or if it results in a
                                    significant increase in cost to DW, unless
                                    Universal pays such increase in cost. DW and
                                    associated vendors will deliver packaged
                                    material to UIP for shipment. UIP's actual,
                                    direct, third party out-of-pocket shipping
                                    costs shall be billed to DW, provided such
                                    costs are not, in any event, charged at
                                    rates greater than the shipment costs
                                    charged to the UIP Owners for like
                                    materials.


                                       12
<PAGE>
                  (b)   SHIPPING/STORAGE/INSPECTION OF PRINTS: Subject to DW's
                        approval rights, UIP will render all services in
                        connection with the shipping, storage and inspection of
                        the prints required by DW for the Pictures distributed
                        by UIP hereunder (for which services DW shall reimburse
                        Universal and/or UIP as the case may be for their actual
                        direct out-of-pocket costs paid to unaffiliated third
                        parties). DW may elect, in its sole discretion, to
                        discontinue using such services for all of the Pictures;
                        provided, however, that DW shall not have the right to
                        thereafter re-engage UIP to render any such services
                        which DW has previously discontinued hereunder.

                  (c)   FAVORED NATIONS: UIP shall provide DW with UIP and third
                        party goods and services (including, without limitation,
                        publicity and promotional services) substantially
                        equivalent on an overall basis in quantity, level,
                        priority, quality and cost (including discounts,
                        rebates, allocations and charges) as such services are
                        provided to UIP Owners in connection with the
                        distribution of their motion pictures.

            ii.   DISTRIBUTION:

                  (a)   KEY CONTRACTS: DW shall have the right to approve all
                        key contracts for the distribution of the Pictures
                        including, without limitation, all key country and key
                        city contracts, if and to the extent that any of the
                        other UIP Owners have such approval rights as to their
                        pictures.

                  (b)   DISTRIBUTION PLANS: UIP shall timely prepare a
                        territory-by-territory distribution plan for each
                        Picture indicating exhibition dates and theaters in each
                        city (with such detail and specifics as possible given
                        the information previously provided by DW, and updated
                        by UIP from time-to-time as more information is made
                        available by DW to UIP). Each distribution plan shall be
                        prepared in consultation with DW for DW's approvals as
                        set forth under this Exhibit "A". Distribution of each
                        Picture shall be in accordance with the approved plan.
                        Each Picture may only be distributed in each country
                        within the Territory by means of one continuous release
                        in such country, except as otherwise approved by DW. No
                        reissues, re-releases or colorization of the Pictures
                        will be permitted unless specifically approved in
                        writing by DW, and DW shall have the same approval
                        rights with respect to any reissue or re-release as it
                        had with respect to the initial release. All material
                        changes from such plan shall require DW's approval;
                        provided,


                                       13
<PAGE>
                        however, that pending such approval UIP's field
                        personnel may, in good faith and if required due to
                        distribution exigencies, make reasonable non-material
                        changes to such plan (which changes will be submitted to
                        DW for approval as soon as possible thereafter).
                        Notwithstanding anything to the contrary in this
                        Agreement, DW will provide UIP, on a
                        territory-by-territory, Picture-by-Picture basis, a
                        schedule for the release of the Pictures, which schedule
                        UIP may change as reasonably necessary with DW's prior
                        written approval (not to be unreasonably withheld). If
                        DW fails to approve such changes, UIP shall have no
                        liability to DW thereof except to implement such
                        corrections and changes as DW thereafter instructs.

            f.    INFORMATION AND DOCUMENTS: To the extent it exists, and
                  subject to the requirements of law, Universal shall furnish,
                  and shall cause UIP to furnish:

                  i.    INFORMATION:

                        (a)   All "Information" (as defined below) as to the
                              Pictures, to the extent similar Information as to
                              a UIP Owner's pictures is made available by UIP to
                              such UIP Owner;

                        (b)   All Information as to the UIP Owners' pictures, to
                              the extent such Information is made available by
                              UIP to any UIP Owner other than the UIP Owner that
                              produced such picture; and all Information
                              (including, without limitation, Information about
                              the release of other motion pictures in the
                              Territory) that is made generally available to the
                              UIP Owners by UIP;

                        (c)   All Information as to Universal pictures, to the
                              extent similar Information is available to
                              Universal with respect to the Pictures; provided
                              such Information: (1) shall only be furnished upon
                              written request from DW; (2) shall be restricted
                              to Information required by DW for a bona fide
                              business purpose under this Agreement (e.g.,
                              optimal release scheduling, verification of most
                              favorable terms as specified in the Agreement,
                              including terms related to services, pricing,
                              costs, comparable accounts and collection of
                              revenues therefrom, etc.); and (3) shall not be
                              furnished to DW if in Universal's good faith
                              business judgment, such disclosure would
                              constitute a violation of any applicable law,
                              decree, government regulation, or constitute a
                              violation of any third party right;


                                       14
<PAGE>
                        (d)   All Information as to the Pictures that is
                              available to Universal (excluding Information as
                              to the Pictures that is not available to
                              Universal, and not based upon Information as to
                              the Pictures available to Universal, directly or
                              indirectly by virtue of Universal's and/or UIP's
                              services hereunder); and

                        (e)   All other Information as may be required by DW,
                              including, without limitation, MPAA, MPA and other
                              trade association publications and reports (except
                              to the extent distribution to DW is prohibited by
                              such trade association), subject to pertinent
                              confidentiality agreements of which DW is given
                              prior written notice, irrespective of whether such
                              Information is customarily provided by UIP to the
                              UIP Owners and/or any other party; provided,
                              however, that if Universal and/or UIP are required
                              to incur any new additional costs (of which
                              Universal and/or UIP notifies DW in advance) for
                              outside personnel Universal and/or UIP are
                              required to engage solely in order to furnish any
                              such additional Information which is not included
                              within the scope of services to be rendered by
                              Universal and/or UIP under this Exhibit "A",
                              Universal and/or UIP shall not be required to
                              furnish such additional Information unless DW
                              pre-approves such costs and agrees to reimburse
                              Universal and/or UIP, as applicable, for same
                              (subject to appropriate reduction, to be mutually
                              agreed, if and to the extent that such additional
                              Information is supplied [subject to DW's prior
                              approval] to any party other than DW). Any dispute
                              as to whether such additional Information is
                              within the scope of services to be rendered by
                              Universal and/or UIP hereunder will be subject to
                              dispute resolution pursuant to Paragraph 10 of the
                              Master Agreement.

                        (f)   As used herein, "Information" shall mean all
                              tangible (i.e., excluding only staff meetings,
                              phone conversations and similar conversations
                              which are not reduced to written or other tangible
                              form) information, data, reports, agreements and
                              other documents including, without limitation, all
                              outright sales proposals for the outright sales of
                              a Picture, direct access to the theatrical
                              database for each Picture on a
                              territory-by-territory basis, daily box office
                              reports, competitive release dates, advertising
                              expenses, copies of all outside sourced market
                              surveys, updates and analysis, etc., whether
                              distributed on paper, electronically and/or
                              through any other means (e.g., DW shall be put on
                              the distribution lists for such information). The
                              Information shall be provided consistent with the
                              frequency and


                                       15
<PAGE>
                              timeliness with which the Information (or similar
                              material) is created by, or supplied to,
                              Universal, UIP and/or the UIP Owners, or otherwise
                              as DW shall reasonably request; provided, however,
                              that if Universal and/or UIP are required to incur
                              any new additional costs (of which Universal
                              and/or UIP notifies DW in advance) for outside
                              personnel Universal and/or UIP are required to
                              engage solely in order to furnish Information more
                              frequently or quickly (if possible) than the
                              Information (or similar material) is supplied to
                              the UIP Owners and such increased frequency or
                              quickness is not included within the scope of
                              services to be rendered by Universal and/or UIP
                              under this Exhibit "A", Universal and/or UIP shall
                              not be required to furnish such Information with
                              such increased frequency or quickness as requested
                              unless DW pre-approves such costs and agrees to
                              reimburse Universal and/or UIP, as applicable, for
                              same (subject to appropriate reduction, to be
                              mutually agreed, if and to the extent that such
                              increased frequency or quickness is also accorded
                              [subject to DW's approval] to any party other than
                              DW). Any dispute as to whether such increased
                              frequency or quickness is within the scope of
                              services to be rendered by Universal and/or UIP
                              hereunder will be subject to dispute resolution
                              pursuant to Paragraph 10 of the Master Agreement.
                              DW shall, on request, be supplied Information by
                              tape data transmission, without any fee if so
                              supplied to the UIP Owners, or otherwise at
                              Universal and/or UIP's direct actual out-of-pocket
                              cost.

                        (g)   Notwithstanding anything in this section (f) to
                              the contrary, in no instance shall Information
                              include (and Universal and UIP shall not be
                              required to provide) (i) internal financial
                              information of Universal, UIP and/or the UIP
                              Owners, or (ii) Information which is not related
                              to the exploitation and performance of motion
                              pictures or the costs of distribution.

                  ii.   OPERATIONS:

                        (a)   As to the Pictures: Print inventories (features
                              and trailers) together with an analysis of print
                              storage costs by title and quantity, not less than
                              on a quarterly basis.

                        (b)   Print orders for the Territory, for the initial
                              release date and for the date 30 days thereafter.

                        (c)   For the top ten markets only, trailer release
                              dates, on a monthly basis for the period
                              commencing with the first


                                       16
<PAGE>
                              release of the trailer through 30 days after
                              initial theatrical release.

                        (d)   Unless the "Payment Reports" (as defined below)
                              include an itemization of dubbing expenses,
                              dubbing budgets on a territory-by-territory,
                              Picture-by-Picture basis and in local currency
                              where applicable, not less than on a monthly
                              basis.

      4.    GRANT OF RIGHTS:

            a.    DW grants to Universal Theatrical Distribution Rights in the
                  Pictures in the Territory during the Term, which Theatrical
                  Distribution Rights include the right (but only in connection
                  with the exercise of the Theatrical Distribution Rights):

                  i.    To distribute the Pictures through UIP and its
                        Subdistributors, as specified herein, and to exhibit,
                        advertise, publicize and exploit the Pictures pursuant
                        to the terms hereof;

                  ii.   To use the name and likeness of any person who rendered
                        services on the Pictures for advertising and promoting
                        the Pictures, subject to contractual and/or union/guild
                        restrictions on such uses of which Universal is timely
                        notified in writing and with which Universal shall have
                        the affirmative obligation to comply;

                  iii.  Subject to any limitations upon DW's rights timely
                        communicated to Universal or UIP, to publicize,
                        advertise and exploit the Pictures and the titles (as
                        designated by DW) thereof throughout the Territory
                        during the Term and to permit others to do so;

                  iv.   Subject to any limitations upon DW's rights timely
                        communicated to Universal or UIP, to cause trailers of
                        the Pictures and prints thereof to be manufactured,
                        exhibited and distributed; and

                  v.    To order and procure from DW, and subject to the terms
                        hereof directly from any laboratory in any part of the
                        world holding pre-print or other material (which
                        material shall, at DW's election, be held in DW's name)
                        such number of release prints and related materials as
                        DW requires.

                  vi.   Subject to any limitations upon DW's rights timely
                        communicated to Universal or UIP, any contractual and/or
                        union/guild restrictions of which Universal/UIP is
                        notified in writing, and DW's prior written approval in
                        each instance pursuant to its approval rights hereunder,
                        to utilize the different titles of the Pictures
                        designated by DW for each country of distribution, to
                        dub and subtitle the Pictures and trailers and to edit
                        same as may be required by the


                                       17
<PAGE>
                        distribution/exhibition requirements in the particular
                        countries in the Territory; to publish and authorize
                        others to publish synopses of and excerpts from the
                        Pictures and any literary material included in the
                        Pictures upon which they were based for use in
                        newspapers, magazines, press books and other
                        publicity-related periodicals and in television and
                        radio advertising. Without limiting the generality of
                        the foregoing, with respect to subtitling and dubbing,
                        DW shall determine, in its sole discretion, which
                        Pictures, if any, shall be subtitled and/or dubbed and
                        in what languages. DW shall have the right in its
                        absolute discretion to approve any edited version of the
                        Pictures and all language tracks and subtitles.

            b.    Universal and UIP shall maintain security and anti-piracy
                  measures consistent with the highest level of security and
                  anti-piracy measures maintained for the UIP Owners' pictures
                  to prevent unauthorized distribution, copying and the
                  infringement of any of DW's rights. If DW desires security and
                  anti-piracy measures beyond those provided by Universal and
                  UIP per the preceding sentence, it may require Universal and
                  UIP to provide same (or DW may make its own third party
                  arrangements for such services) at DW's sole cost and expense.
                  Each party shall immediately notify the other of any
                  unauthorized copying, distribution, exhibition or other
                  exploitation of the Pictures and of any other infringements or
                  violations of DW's copyrights, trademarks and other rights in
                  the Pictures of which such party has knowledge. DW shall take
                  such actions as it deems appropriate with respect thereto. To
                  the extent appropriate, Universal and/or UIP shall join in any
                  actions and cooperate fully in any litigation or other
                  proceedings to protect the Pictures and DW's rights. If DW
                  elects to proceed alone directly through its own counsel, DW
                  shall bear the costs thereof and DW shall be entitled to
                  retain any recovery. If DW does not elect to proceed as
                  provided in the prior sentence, Universal or UIP shall have
                  the right to proceed either in DW's name or in Universal's or
                  UIP's name, in which event all recovery reasonably allocated
                  to the Pictures shall be included in Gross Receipts and all
                  reasonable, actual direct third party expenses reasonably
                  allocated to protecting the Pictures shall be a Distribution
                  Expense. DW shall cooperate fully therewith, and if recovery
                  is through MPAA or MPA actions, any financial recovery shall
                  be applied consistent with MPAA or MPA practices. To the
                  extent Universal and/or UIP pays direct additional costs
                  related to piracy, copyright or trademark infringement or
                  other violations of DWs rights in the Pictures, such costs (to
                  the extent pre-approved by DW), including but not limited to
                  anti-piracy print coding, MPAA or MPA anti-piracy programs,
                  and other anti-infringement activities, shall be payable by
                  DW. Notwithstanding the foregoing, DW may, in its sole
                  discretion, elect not to have the Pictures included in such
                  MPAA, MPA, piracy, copyright or trademark infringement or
                  other actions.


                                       18
<PAGE>
            c.    In the exercise of Theatrical Distribution Rights hereunder:

                  i.    Neither Universal nor UIP shall re-cut, dub, sub-title,
                        edit or alter the Pictures, without DW's prior written
                        approval;

                  ii.   Neither Universal nor UIP shall add trailer, commercial
                        or other material to the Pictures without DW's prior
                        written approval, and neither Universal nor UIP shall
                        use any elements from the Pictures as part of a
                        commercial, advertisement or trailer in other motion
                        pictures distributed by Universal or UIP, without DW's
                        prior written approval. Notwithstanding the foregoing,
                        neither Universal nor UIP shall be in breach if a local
                        theater owner violates the terms of the preceding
                        sentence, provided that neither Universal nor UIP has
                        consented to or approved same;

                  iii.  Without DW's prior written approval, neither Universal
                        nor UIP shall distribute the Pictures through "tying"
                        arrangements or package deals (e.g., where the Pictures
                        are marketed and sold in a group with other motion
                        pictures); and

                  iv.   Subject to Paragraph 11.b., without DW's prior written
                        approval, neither Universal nor UIP will alter the
                        credits on the Pictures, and Universal and UIP will
                        otherwise comply with all credit obligations on the
                        Pictures.

            d.    In no event shall the rights granted hereunder to Universal be
                  construed to include rights to use any DW characters or other
                  element of intellectual property owned or controlled by DW in
                  any way other than in connection with the advertising and
                  distribution of the Pictures in which they appear, pursuant to
                  the terms set forth in this Exhibit "A".

            e.    All rights not expressly granted to UIP under this Exhibit "A"
                  are hereby expressly reserved to DW. Specifically, and without
                  limitation, DW reserves all tangible and intangible right to
                  every Picture (except only the right specifically set forth to
                  distribute Pictures in the Territory). All materials and other
                  physical elements created hereunder shall be the property of
                  DW upon creation.

      5.    COLLECTIONS/REMITTANCE/ACCOUNTING:

            a.    GROSS RECEIPTS: Gross Receipts consists of (i) all amounts
                  paid or credited by theaters to UIP (or deemed "received" by
                  UIP as set forth below in this subparagraph 5.a.) for the
                  right to exhibit the Pictures (including, without limitation,
                  returnable and non-returnable advances) or as subsidies,
                  prizes, or aid, and all receipts directly from the
                  distribution of the Pictures in the case of so called "four
                  wall engagements and/or road shows" ("UIP Gross") and (ii) all
                  amounts payable or credited by Subdistributors to UIP, as DWs
                  collection agent, for the right to distribute


                                       19
<PAGE>
                  the Pictures or as subsidies, prizes, or aid, and all receipts
                  directly from the distribution of the Pictures in the case of
                  so called "four wall engagements and/or road shows" ("SD
                  Gross") (UIP Gross and SD Gross shall collectively be referred
                  to as "Gross Receipts"). Gross Receipts shall be considered
                  "received" when booked as a receivable, subject to later
                  adjustment for amounts not received. Payment of such amounts
                  shall be made directly for the account of DW, or at DW's
                  election, of a DW-related entity, on a monthly basis. Gross
                  Receipts shall not include amounts payable or credited to DW
                  as a result of agreements and arrangements made directly
                  between DW and any DW Subdistributor or any promotional or
                  commercial "tie-in" agreements entered into by DW.

            b.    AMOUNT PAYABLE TO DW: Subject to Paragraph 5.b.i.(6) below,
                  Universal shall pay or cause to be paid to DW or, at DW's
                  election, to a DW-related entity, an amount equal to 100% of
                  the aggregate of the Gross Receipts, less the following in the
                  order listed:

                  i.    Distribution Fees ("Distribution Fees") to be retained
                        by Universal of an amount equal to:

                        (1)   *** of 100% of Gross Receipts paid to, or credited
                              against uncontested outstanding sums owed to
                              Universal by, DW until Gross Receipts equal ***;

                        (2)   *** of 100% of Gross Receipts paid to, or credited
                              against uncontested outstanding sums owed to
                              Universal by, DW for to DW from the point that
                              Gross Receipts exceed *** until Gross Receipts
                              equal ***;

                        (3)   *** of 100% of Gross Receipts paid to, or credited
                              against uncontested outstanding sums owed to
                              Universal by, DW for to DW from the point that
                              Gross Receipts exceed ***;

                  ii.   All "Distribution Expenses" (as defined below) accrued
                        by Universal on behalf of DW calculated in accordance
                        with Paragraph 5.d. below, subject to adjustment for
                        Distribution Expenses accrued but not paid, in the same
                        fashion as for UIP Owners.

            c.    CALCULATION OF DISTRIBUTION FEES:

                  i.    For purposes of the calculation of the Distribution Fees
                        pursuant to subparagraph 5.b.i, Gross Receipts shall be
                        aggregated and calculated for each "contract year" (with
                        the first "contract year" being the one year period
                        commencing the first day of the month in which the first
                        release of a Picture hereunder occurs and each
                        subsequent "contract year" being the one year period
                        commencing on the next anniversary of the first day of
                        the month in which the


                                       20

***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>
                        first release of a Picture hereunder occurs), such that
                        at the beginning of each contract year the fee payable
                        to Universal pursuant to the schedule in Paragraph
                        5.b.i. above ("Schedule Percentages") shall be
                        calculated by again commencing with Paragraph 5.b.i.(1).
                        Notwithstanding the foregoing, (i) all post-Term
                        services (regardless of when rendered) shall be deemed
                        to occur in the last contract year that begins during
                        the Term, and (ii) if the last contract year is a
                        partial year, the fee payable to Universal for Gross
                        Receipts from such partial year as well as Gross
                        Receipts from the distribution of any of the Pictures
                        beyond the Term per Paragraph 1.b. above shall be the
                        lesser of *** of Gross Receipts paid to DW or the
                        otherwise applicable Schedule Percentages. As used in
                        subparagraph 5.b.i., Gross Receipts shall be based on
                        actual receipt by DW for purposes of measuring when the
                        Gross Receipts have been derived.

                  ii.   Notwithstanding anything to the contrary in
                        subparagraphs 5.b.i.(1)-(3) above, where UIP utilizes a
                        Subdistributor (or services a DW Subdistributor engaged
                        by DW pursuant to Paragraph 3.b.iii. above), Universal
                        shall be entitled to a fee based on SD Gross in the
                        amount of *** of the applicable Schedule Percentages;
                        provided, however, as provided in subparagraph 5.a.,
                        that UIP Gross and SD Gross shall be aggregated in any
                        event for purposes of calculating the Gross Receipts
                        breakpoints for the Schedule Percentages in
                        subparagraphs 5.b.i.(1)-(3).

                  iii.  No Distribution Fee shall be payable to Universal until
                        concurrent payment to DW of the Gross Receipts, if any,
                        upon which such fee is charged, it being recognized that
                        Universal is entitled to recoup Distribution Expenses
                        out of amounts otherwise payable to DW which recoupment
                        shall not affect Universal's right to its Distribution
                        Fee hereunder. In the event of any adjustment as
                        provided in Paragraph 5.a. above, the Distribution Fee
                        shall be similarly recalculated and adjusted.

                        Notwithstanding the foregoing, if Universal and/or UIP
                        changes its accounting methodology (it being agreed that
                        the re-allocation of an in-house expense to an outside
                        source shall not be deemed to be a change in accounting
                        methodology), its new accounting methodology shall
                        govern this Exhibit "A"; provided, however, that if the
                        current accounting methodology used by Universal in
                        connection with the UIP Owners is more favorable to DW
                        than Universal's new accounting methodology, Universal's
                        current accounting methodology shall govern this Exhibit
                        "A".

                  iv.   In no event shall the Distribution Fees be less
                        favorable to DW than the distribution fees paid to or
                        retained by Universal and/or


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                        UIP in connection with Universal's (or UIP's) overall
                        distribution in the Territory of motion pictures
                        produced by any party other than a UIP Owner, it being
                        agreed that for the purpose of determining whether
                        Universal and UIP have complied with this "favored
                        nations" assurance, Universal's or UIP's receipt of a
                        distribution fee plus any other consideration (in any
                        form, e.g. non-monetary consideration such as other
                        rights granted to Universal at the time) shall be taken
                        into account, so that the determination is an
                        "apples-to-apples" comparison, as much as possible, and,
                        in any event, one picture deals and output deals for any
                        country which represents less than *** of the rental
                        receipts from theatrical distribution in the Territory
                        for the prior year shall be excluded.

            d.    DISTRIBUTION EXPENSES: "Distribution Expenses" shall mean all
                  actual direct out-of-pocket costs and expenses accrued (i.e.,
                  *** after being accrued, provided such costs and expenses are
                  paid no more than *** thereafter), or otherwise when paid, by
                  Universal and/or UIP in connection with the distribution of
                  the Pictures in accordance with, and subject to, all of the
                  terms and conditions of this Exhibit "A". Distribution
                  Expenses paid in connection with both Pictures and other
                  pictures will be allocated in a manner agreed by the parties.
                  Included in Distribution Expenses are the following costs:

                  i.    Manufacturing of prints, and subtitling, dubbing and
                        editing;

                  ii.   Advertising, promoting, and publicizing the Pictures in
                        publications, radio and television, previews, P.O.P.
                        materials, displays and all other media;

                  iii.  Freight, insurance (provided, however, that if DW would
                        be required hereunder to reimburse Universal and/or UIP
                        for such insurance costs and Universal and/or UIP can
                        exclude DW under the terms of the policy, then DW may in
                        its sole discretion decline such insurance), and
                        storage;

                  iv.   Applicable payments to performing right societies (e.g.,
                        SESAC) which Universal and/or UIP is required to pay;

                  v.    Prosecution, settlement and/or defense of copyright
                        infringement, trademark infringement, unfair competition
                        and related claims and litigation, provided that all
                        amounts recovered pursuant to any of the aforementioned
                        shall be included in Gross Receipts as provided in
                        Paragraph 4.b.; and

                  vi.   Permit fees and sales, use, remittance, transfer and
                        other taxes on goods, however denominated.


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                  vii.  Notwithstanding anything in subparagraphs i - vi above,
                        in computing Distribution Expenses, any allocation among
                        the Pictures and UIP Owner's pictures shall be
                        reasonably and fairly made, in a manner no less
                        favorable to DW than to the UIP Owners and none of the
                        following shall constitute Distribution Expenses or
                        otherwise be paid by DW to Universal and/or UIP: (a)
                        except to the extent caused by DW's actions or inaction,
                        expenses associated with delinquent payments by
                        Universal and/or UIP to suppliers, vendors or other
                        service providers (e.g., interest or finance charges);
                        (b) so-called "overhead" expenses or other indirect
                        costs (including, without limitation, salaries and
                        travel expenses) of Universal and/or UIP; (c) expenses
                        associated with tradeshows, film festivals, conventions
                        and similar events, except that incremental increases in
                        such costs over those paid in prior years (to the extent
                        pre-approved by DW and solely attributable to the
                        Pictures) shall be Distribution Expenses hereunder; (d)
                        any other expenses (other than actual direct
                        out-of-pocket costs and expenses otherwise reimbursable
                        under this subparagraph 5.d. as set forth above) of any
                        kind, including, without limitation, collection costs
                        and Universal's and UIP's share of trade association
                        dues and assessments (subject to an appropriate
                        reduction, to be mutually agreed, if and to the extent
                        publications or reports from such trade associations are
                        not supplied to DW hereunder per subparagraph
                        3.f.(i)(f), and provided further that DW may elect in
                        any event to become a member of any such trade
                        association(s) and pay such dues and assessments
                        directly to the appropriate association(s), in which
                        event DW shall not be responsible for any share of
                        Universal's and VIP's dues and assessments to such
                        association(s)), except that incremental increases in
                        such costs over those paid in prior years (to the extent
                        pre-approved by DW and solely attributable to the
                        Pictures) shall be Distribution Expenses hereunder.

            e.    FINANCE/AUDITS:

                  i.    ADVANCES/REBATES: UIP shall promptly disclose in writing
                        and credit to DW all advances, volume discounts,
                        laboratory and other vendor rebates and any other
                        economic consideration or financial advantages accorded
                        UIP by a third party as a direct or indirect result of
                        UIP's distribution of the Pictures whether or not
                        specifically allocated to the Pictures, including any
                        amounts received for or in connection with the
                        distribution of motion pictures including the Pictures
                        which are not specifically allocated or credited to the
                        distribution of specific Pictures consistent with
                        Section 3.c. All such advances, volume discounts,
                        laboratory and other vendor rebates and other economic
                        consideration or financial advantages will be allocated
                        to the Pictures according to the terms


                                       23
<PAGE>
                        of the agreements in question, or, if such agreements do
                        not provide a means of allocation, on a fair and
                        reasonable basis (subject to later reconciliation if and
                        to the extent such allocation was in retrospect unfair
                        or unreasonable to either party). DW shall have access
                        to any agreement which provides for any such advance,
                        volume discount, laboratory or other vendor rebate or
                        other economic consideration or financial advantages,
                        subject to the conditions set forth in subparagraph 3.c
                        above with respect to third party suppliers. No rebates
                        which relate, in whole or in part, to the Pictures shall
                        be granted to UIP's Subdistributors without DW's
                        specific written consent.

                  ii.   LOCAL CURRENCY: Other than amounts which cannot legally
                        be remitted from the country in which they are earned
                        ("Blocked Currency"), all amounts payable hereunder
                        shall, as DW elects, be paid in either U.S. currency or
                        the currency of the country where such Gross Receipts
                        are received. In the event that DW elects to be paid
                        such amounts in U.S. currency, the amounts shall be
                        converted, using the same exchange rate for Distribution
                        Expenses and Gross Receipts, on specified dates of which
                        Universal and/or UIP shall notify DW on an ongoing basis
                        and which shall be the same dates and rates used for the
                        UIP Owners' pictures; provided, if amounts are not
                        converted directly from the foreign currency in which
                        they were received to U.S. currency (i.e., if
                        intermediary conversion to other currency(ies) is
                        utilized), then Universal shall bear all risk from
                        fluctuation of such intermediary currencies.
                        Notwithstanding the above, DW shall have absolute
                        approval over any currency hedging contracts applicable
                        to the Pictures entered into by UIP, and DW shall have
                        the right to enter into foreign currency hedging
                        contracts with respect to amounts due hereunder. In the
                        case of Blocked Currency, DW shall have the right to
                        elect whether to receive some or all of the payment
                        which may be due in such Blocked Currency, in the
                        country where it is located. DW may use such amounts to
                        pay Universal for any Distribution Expenses,
                        Distribution Fee or other amounts due hereunder on the
                        Pictures in the country of such Blocked Currency or make
                        any other arrangements with respect thereto as are
                        available to the UIP Owners. To facilitate this,
                        Universal shall cause UIP, on each statement hereunder,
                        to advise DW in writing as to Gross Receipts which are
                        in Blocked Currency and Universal shall, at the written
                        request of DW (subject to any and all limitations,
                        restrictions, laws, rules and regulations affecting such
                        transaction), deposit into a bank designated by DW in
                        the country involved, or pay to any other party
                        designated by DW in such country, any Blocked Currency
                        which would have been payable to DW hereunder. Such
                        deposits or payments to or for DW shall constitute due
                        remittance to DW, and Universal shall have no further
                        interest therein or


                                       24
<PAGE>
                        responsibility therefor. At DW's election, Universal
                        will convert such deposits or payments into U.S. dollars
                        to the same extent and in the same manner and proportion
                        that UIP is able to convert such funds for UIP Owner's
                        pictures.

                  iii.  BONUSES: To the extent that UIP pays bonuses or
                        compensation or consideration of any type (including,
                        without limitation, discretionary bonuses) to its sales
                        staff or other employees or to any person or entity
                        which renders services on or in connection with UIP's
                        distribution of the Pictures, that are tied or relate in
                        any fashion, in whole or in part, directly or
                        indirectly, to UIP staff's revenue generation in
                        connection with UIP pictures, UIP shall include the
                        Pictures on a pro-rata basis in all such calculations
                        and with respect to all such bonuses, compensation or
                        consideration such that any person or entity which
                        receive a bonus shall have equal incentive with respect
                        to the Pictures as compared to other UIP pictures. DW
                        may not pay bonuses or consideration of any type
                        directly to UIP's personnel.

                  iv.   COMPUTER SYSTEM/ELECTRONIC MAIL: DW shall be "on line"
                        on UIP's computer systems as to information DW is
                        entitled to hereunder and shall have direct access to
                        UIP's electronic mail system, if any, and any other
                        system of communication between UIP and the UIP Owners
                        and will reimburse UIP or Universal, as the case may be,
                        for the allocable portion of UIP's or Universal's
                        actual, direct, third party out-of-pocket additional
                        installation and hardware costs, if any, paid by UIP or
                        Universal as a direct result thereof, within a
                        reasonable period following receipt of appropriate
                        supporting documentation; provided, however, that at the
                        expiration or earlier termination of the Term, UIP shall
                        (at DW's election) either: (a) give DW any hardware for
                        which DW has reimbursed Universal or UIP; or (b) UIP
                        shall retain such hardware and refund to DW the amount
                        equal to the depreciated value of such hardware.

                  v.    TAX REBATES: Universal shall be entitled to charge
                        remittance taxes, but shall be obligated to rebate to DW
                        *** of such taxes at the end of the year in which they
                        are withheld, and the remaining *** at the end of the
                        following year.

                  vi.   UIP OWNED BUSINESSES: With respect to the distribution
                        of Pictures hereunder, any agreement with any theater or
                        theater chain, or any supplier or other business or
                        entity owned in whole or in part, directly or
                        indirectly, by UIP or any UIP Partner ("UIP Business")
                        shall be fair and reasonable in the marketplace and on
                        an arms-length basis. If Universal has UIP audit and
                        monitor any agreement with a UIP Business to ensure that
                        DW is not


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                        prejudiced in any fashion as a result of such business
                        being owned by UIP or a UIP Partner, it shall supply to
                        DW all information with respect thereto supplied to the
                        UIP Owners, including the results of any such audit or
                        procedure.

            f.    ACCOUNTINGS:

                  i.    Universal shall cause UIP to furnish to DW, on a monthly
                        basis, within *** from the end of each calendar month,
                        revenue and payment detail reports (the "Payment
                        Reports") in a format approved by DW, which format may
                        change from time-to-time in DW's good faith discretion.
                        The Payment Reports shall, among other things, indicate
                        with specificity on a territory-by-territory basis, all
                        Gross Receipts earned by each Picture and all
                        Distribution Expenses for each Picture and any
                        Distribution Fees (as set forth in Paragraph 5.b) with
                        respect thereto, and (since Gross Receipts are on a
                        billings basis and Distribution Expenses on an accrual
                        basis) shall reconcile prior Payment Reports to reflect
                        Gross Receipts actually received and Distribution
                        Expenses actually paid, in a manner consistent with the
                        way such items are reconciled for the UIP Owners. All
                        Distribution Expenses and Gross Receipts shall be fully
                        crossed among all Pictures hereunder for purposes of
                        recoupment by Universal of its advances of Distribution
                        Expenses hereunder; in no event will Distribution
                        Expenses and Gross Receipts be crossed between this
                        Exhibit "A" and Exhibit "B" (except only if and to the
                        extent that DW fails to timely make any payments
                        required hereunder). Payment Reports may be corrected,
                        adjusted or supplemented by Universal from time-to-time
                        to reflect adjustments, uncollectible amounts, errors,
                        etc. No Payment Reports need be rendered for any
                        accounting period during which there are no Gross
                        Receipts or Distribution Expenses to be reported. If
                        Universal and/or UIP are required to incur any new
                        additional costs (of which Universal and/or UIP notifies
                        DW in advance) for outside personnel Universal and/or
                        UIP are required to engage solely in order to furnish
                        any Payment Reports which are re-formatted to DW's
                        specifications and which are not included within the
                        scope of services to be rendered by Universal and/or UIP
                        under this Exhibit "A", Universal and/or UIP shall not
                        be required to furnish such re-formatted Payment Reports
                        unless DW pre-approves such costs and agrees to
                        reimburse Universal and/or UIP, as applicable, for same
                        (subject to appropriate reduction, to be mutually
                        agreed, if and to the extent that the format of such
                        re-formatted Payment Reports is used for similar reports
                        [subject to DW's prior approval] to any party other than
                        DW). Any dispute as to whether such re-formatted Payment
                        Reports are within the scope of services to be rendered
                        by


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                        Universal and/or UIP hereunder will be subject to
                        dispute resolution pursuant to Paragraph 10 of the
                        Master Agreement.

                  ii.   Concurrently with its receipt of each Payment Report,
                        Universal will pay to DW amounts indicated thereon to be
                        due to DW. All payments to DW or Universal, as the case
                        may be, hereunder shall be made by wire transfer or such
                        other method as DW or Universal, as the case may be,
                        shall approve. Payments to DW shall be to DW or any
                        entity designated from time-to-time by DW.
                        Alternatively, at DW's election, such payment shall be
                        made directly by MCA International, B.V. in the
                        Netherlands to a DW subsidiary in the United Kingdom or
                        such other country as DW may designate, provided that
                        any additional remittance or other taxes paid by MCA and
                        resulting from payment being so made shall be a
                        Distribution Expense, in which event MCA will rebate to
                        DW *** of such tax credits at the end of such year and
                        the remaining *** at the end of the following year.

                  iii.  If a Payment Report indicates that the Distribution
                        Expenses of Pictures exceed the Gross Receipts, DW shall
                        pay Universal the difference within 5 business days
                        following DW's receipt of the Payment Report. In the
                        event that it is later determined that such Payment
                        Report overstated the amount payable by DW to Universal,
                        DW shall be entitled to an immediate refund of such
                        overpayment (plus interest thereon at the rate set forth
                        in sub-paragraph iv).

                        Interest shall be charged on the amount due a party as
                        computed from the date of the Payment Report but shall
                        be waived if payment of the amount owing is made within
                        5 business days after the receipt of the Payment Report.

                  iv.   Interest shall be charged on any amount which is not
                        paid when due (from the date due until the date of
                        payment) hereunder by either party at the *** rate from
                        time-to-time in effect. Such interest shall be paid at
                        the same time as the associated principal payment shall
                        be made.

                  v.    DW shall be entitled to all audit results respecting the
                        Pictures on the same basis and frequency as UIP Owners
                        are provided with audit results as to their pictures. In
                        that regard, DW acknowledges that currently such UIP
                        audits are performed annually on an alternating basis
                        using internal and external auditors.


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            g.    ACCESS AND AUDIT RIGHTS:

                  i.    Universal shall keep, and shall cause UIP to keep, full,
                        true and complete records and books of accounts together
                        with all supporting vouchers and documents relating to
                        the distribution of the Pictures hereunder
                        (collectively, "Records"), and maintain, and cause UIP
                        to maintain, for a period of seven years following DW's
                        receipt of a Payment Report all Records relevant
                        thereto. Notwithstanding the foregoing, Universal shall
                        in any event, and shall cause UIP in any event to, keep
                        and maintain (or deliver to DW) all of the above
                        mentioned materials for any longer period required to
                        complete an open audit of which DW gives notice or in
                        the event of an unresolved dispute with any participant
                        or third party related to a Picture of which DW gives
                        notice.

                  ii.   Universal grants DW and its agents, employees and
                        representatives the rights, from time-to-time at all
                        times during the Term and for a period of *** after the
                        latter of the expiration of the Term and the delivery of
                        the last Payment Report hereunder, with reasonable prior
                        notice to Universal and at all reasonable hours and with
                        reasonable frequency, to examine, audit and take
                        excerpts from and make copies of any such records,
                        invoices, book of account, computer or data base
                        information, and all other documents or correspondence
                        related to the distribution of the Pictures or to the
                        calculation of amounts due to or from DW hereunder;
                        provided, however, transactions will not be subject to
                        audit more than *** years after delivery to DW of the
                        Payment Report in which such transactions are initially
                        reported. Notwithstanding the foregoing, DW shall only
                        be entitled to confidential third party information to
                        the extent the same is reasonably necessary to resolve
                        an issue(s) under audit; if Universal and/or UIP refuses
                        to supply any such information, the parties will (on
                        DW's request) submit to dispute resolution pursuant to
                        Paragraph 10 of the Master Agreement and the "Judge" (as
                        defined in the Master Agreement) shall impose such
                        reasonable procedures (including, without limitation,
                        limiting disclosure to auditors, redaction and in camera
                        proceedings) as the Judge deems necessary to accord
                        information reasonably necessary to conduct the audit
                        while preserving the third party's legal rights to
                        confidentiality. DW's audit rights hereunder shall
                        include the right to examine and inspect all inventory
                        of the Pictures in the possession or control of
                        Universal, UIP and any Subdistributors and/or the
                        duplication, printing and storage facilities used by
                        Universal. All such audits shall, except as otherwise
                        provided in subparagraph 5.g.iii. below, be at DW's sole
                        cost and expense.

                  iii.  If an audit discloses any inaccuracies or discrepancies
                        in Universal's and/or UIP's books and records with
                        respect to the


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                        distribution of the Pictures hereunder or the amounts
                        payable to or from DW, Universal and/or UIP, as
                        applicable, shall cure such inaccuracies and
                        discrepancies within thirty (30) days following notice
                        thereof. In the event an audit shall uncover a
                        deficiency as of the end of the period audited, or for
                        any period of at least six months during the period
                        audited, in each case equal to or greater than *** in
                        any account owed at any time by Universal and/or UIP, as
                        applicable, to DW hereunder, Universal and/or UIP, as
                        applicable, shall immediately pay DW (i) said deficiency
                        in full, and (ii) all costs and expenses in connection
                        with such audit including, without limitation, hotel and
                        airfare expenses.

                  iv.   In the event of an audit, Universal and/or UIP, as
                        applicable, shall provide DW and its agents, employees
                        and representatives with reasonable and suitable
                        physical conditions in which to conduct such audit,
                        including, without limitation, a desk and chair,
                        adequate lighting and suitable ventilation, as well as a
                        copying machine with which to make copies. UIP shall
                        cause each Subdistributor to comply with the foregoing.

                  v.    Each of Universal, UIP and DW shall use reasonable
                        efforts to conduct any audit in an expeditious manner.

            h.    OPERATIONS:

                  i.    PRINTS: UIP shall catalog and track (in a manner
                        reasonably acceptable to DW) all prints and trailer and
                        other advertising material and for the destruction of
                        prints and for issuance of a certificate of destruction
                        evidencing same, to the extent done for other UIP Owners
                        (or to a greater extent as required by DW, provided,
                        however, that if Universal and/or UIP are required to
                        incur any new additional costs (of which Universal
                        and/or UIP notifies DW in advance) for outside personnel
                        Universal and/or UIP are required to engage solely in
                        order to render such more extensive cataloging and
                        tracking services which are not included within the
                        scope of services to be rendered by Universal and/or UIP
                        under this Exhibit "A", Universal/UIP shall not be
                        required to furnish such more extensive cataloging and
                        tracking services unless DW pre-approves such costs and
                        agrees to reimburse Universal and/or UIP, as applicable,
                        for same (subject to appropriate reduction, to be
                        mutually agreed, if and to the extent such more
                        extensive cataloging and tracking services are utilized
                        [subject to DW's prior approval] by any party other than
                        DW). Any dispute as to whether such more extensive
                        cataloging and tracking services are within the scope of
                        services to be rendered by Universal and/or UIP
                        hereunder will be subject to dispute resolution pursuant
                        to Paragraph 10 of the Master Agreement.


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                  ii.   LABORATORIES: DW shall have the right, at DW's option,
                        to negotiate laboratory deals independently of UIP
                        (provided that DW will in appropriate circumstances use
                        its good faith efforts to provide UIP notice thereof; it
                        being agreed that DW's failure to do same shall not be
                        deemed to be a breach of this Exhibit "A"); otherwise DW
                        shall be entitled to piggyback on the economics terms of
                        Universal's laboratory deal.

      6.    REPRESENTATIONS AND WARRANTIES:

            a.    DW represents and warrants that:

                  i.    As of the date UIP commences to advertise and/or
                        distribute a Picture hereunder there shall be no claims,
                        liens, encumbrances or licenses in or to the Picture
                        which would limit or interfere with the rights hereby
                        granted.

                  ii.   All negatives and other materials to be delivered or
                        made available to Universal will be of a quality
                        suitable for the manufacturing of technically acceptable
                        positive release prints of the Pictures and trailers
                        thereof.

                  iii.  Unless DW notifies Universal or UIP in writing to the
                        contrary, there will be no restrictions which would
                        prevent Universal from distributing the Pictures
                        consistent with the provisions of this Exhibit "A".
                        There will not be any payments which must be made by
                        Universal to any actors, musicians, directors, writers
                        or other persons who participated in the Pictures, or to
                        any union, guild or other labor organization for any
                        right to exhibit the Pictures or as compensation in
                        connection with such exhibition or for any other use of
                        the Pictures or any of the rights therein and thereto,
                        provided that DW shall not be obligated to supply any
                        performing rights license (e.g., SESAC) which may be
                        required in connection with exhibition of any Picture
                        except only to the extent obtained by the UIP Owners or
                        otherwise as customary in the motion picture business
                        for so-called "major" studios.

            b.    Universal represents and warrants that:

                  i.    Neither Universal (nor UIP) will suffer or permit any
                        lien, claim, encumbrance, pledge or mortgage to attach
                        to any Picture or to any materials furnished by DW
                        relating to the Pictures.

                  ii.   No material (including, without limitation, advertising,
                        publicity, promotional, trailers, etc.) added to the
                        Pictures or used in connection therewith by Universal or
                        on its behalf by UIP violates or will violate, or
                        infringes or will infringe, any trademark, trade name,
                        contract, agreement, copyright (whether common law or


                                       30
<PAGE>
                        statutory), patent, literary, artistic, dramatic,
                        personnel, private, civil, property, or privacy right or
                        "moral rights of authors" or any other right or slander
                        or libel, any person or entity, provided that the
                        foregoing shall not apply to any material which is
                        created by or supplied by DW.

                  iii.  UIP has or will have written agreements with each
                        Subdistributor hereunder to comply with the terms and
                        conditions of this Exhibit "A". Such agreements will be
                        made available to DW promptly upon its request.

      7.    INDEMNITY: In addition to, and without limiting, each party's
            indemnity pursuant to Paragraph VIII.5. of the Master Agreement,
            each party ("Indemnitor") shall also at its own cost and expense
            indemnify, defend and hold the other party, its and their parents
            and affiliates, and their respective employees, agents, managers,
            subdistributors, directors and shareholders (collectively,
            "Indemnitee") harmless from and against any and all loss (exclusive
            of profits), liability or expense resulting from any claim, demand
            or suit which may be made or brought against Indemnitee by reason of
            any claim by any third party that a Picture, or any element thereof,
            including, without limitation, the sound and music synchronized
            therewith, or any material (including, without limitation,
            advertising, publicity, promotional trailers, etc.) added to the
            Picture or used in connection therewith, to the extent any of the
            above are supplied by or at the request or direction of or on behalf
            of Indemnitor and utilized by Indemnitee as instructed by
            Indemnitor, or added by the Indemnitor without Indemnitee's
            knowledge, violates or infringes upon the trademark, trade name,
            patent, copyright, literary, dramatic, musical, artistic, personal,
            private, publicity, civil, property or contract right, right of
            privacy, the moral rights of authors or any other right of any
            person, firm, corporation or entity. Universal will not be entitled
            to any indemnity hereunder to the extent that losses arise or result
            because Universal fails to withdraw any Picture which is the basis
            of any such claim from distribution immediately as, when and to the
            extent so instructed by DW (in which event DW will indemnify
            Universal and UIP against third party breach of contract claims in
            connection with contracts entered into by Universal and/or UIP in
            accordance with the terms of this Exhibit "A" and based on such
            withdrawal). DW shall maintain and cause Universal and UIP to be
            added as additional insureds (without responsibility for premiums or
            deductibles) with respect to the Pictures under DW's customary
            Errors and Omissions policy pertinent to exhibition of the Pictures
            in the Territory (and each country therein). All such insurance
            coverage shall be primary to any other coverage maintained by
            Universal and UIP. DW will supply Universal with customary
            certificates of insurance and copies of the pertinent policies
            evidencing DW's coverage, if any. Notwithstanding the foregoing, DW
            may elect in its sole discretion to self-insure. Universal shall be
            fully responsible for the loss or destruction of any Pictures or
            related physical elements in Universal's or VIP's or any of their
            Subdistributors' or agents' possession or control, unless and to the
            extent that the negligent or wrongful conduct of DW and/or a third
            party with whom DW contracts directly pursuant to Paragraph 3.c of
            this Exhibit "A" results


                                       31
<PAGE>
            in such loss or destruction (and further provided that such
            negligent or wrongful conduct is not of the type for which the
            distributor would be responsible under industry custom). To the
            extent UIP does so for UIP Owner's pictures, the Pictures shall be
            covered, and DW shall be added as an additional insured (without
            responsibility for premiums or deductibles), under UIP's property,
            casualty, and liability insurance and the proportionate cost thereof
            shall be a Distribution Expense hereunder (provided, however, that
            if DW would be required hereunder to reimburse Universal and/or UIP
            for such insurance costs and Universal and/or UIP can exclude DW
            under the terms of the policy, then DW may in its sole discretion
            decline such insurance). All such insurance coverage shall be
            primary to any other coverage maintained by DW. UIP shall
            immediately forward to DW Certificates of Insurance evidencing UIP's
            coverage, if any. Notwithstanding the foregoing, Universal may elect
            in its sole discretion to self-insure.

      8.    COPYRIGHT: DW at its sole expense shall cause the Pictures to be
            protected by copyright in any part of the Territory where motion
            pictures may be protected by copyright. Universal will cooperate as
            reasonably required by DW in connection with actions undertaken by
            DW (in its sole discretion) to protect copyrights, trademarks, etc.

      9.    DELIVERY: DW shall timely deliver to Universal at DW's expense all
            pertinent physical materials which DW reasonably deems necessary to
            facilitate Universal's exercise of its Theatrical Distribution
            Rights hereunder provided that Universal and UIP shall have no
            liability whatsoever for any loss, cost or damages caused by DW's
            failure to provide customary advertising and release materials in a
            complete and timely manner, except and to the extent that such
            failure is the fault of a Universal-provided service provider with
            whom DW has not directly contracted for the service provided. DW
            will provide Universal with any then-available print, trailer and
            advertising materials within sufficient time to enable UIP to meet
            DW's advertising and release requirements hereunder. DW will deliver
            to Universal a fully-executed laboratory access letter for each
            Picture in which DW has granted Universal Theatrical Distribution
            Rights hereunder.

      10.   TERMINATION:

            a.    TERMINATION WITHOUT CAUSE:

                  i.    DW and/or Universal shall be entitled to terminate this
                        Exhibit "A" and/or Exhibit "B" (but not Exhibit "C"
                        and/or Exhibit "D"), as DW or Universal, as applicable,
                        determines in its sole discretion, at any time, without
                        cause, upon twelve-months written notice as to the
                        Exhibit(s) being terminated. Termination without cause
                        must be in good faith and after written notice to the
                        non-terminating party specifying in good faith the
                        terminating party's problems, suggested solutions and
                        following the opportunity for both parties to meet and
                        work together to cure such problems. Termination


                                       32
<PAGE>
                        under this subparagraph 10.a. will not be subject to
                        arbitration and/or litigation except solely for claims
                        of bad faith or alleged violation of the next sentence.
                        Termination without cause would not be appropriate if
                        the reason for the termination was: (a) solely for the
                        economic advantage of the terminating party (e.g., for
                        DW to make a better deal or if Universal determined that
                        this is not a good deal); and/or (b) solely because DW
                        has started (or wants to start) its own distribution
                        company and/or network for the Territory (although if DW
                        otherwise terminates without cause, DW may thereafter
                        commence its own distribution company and/or network).

            b.    TERMINATION WITH CAUSE:

                  i.    This Exhibit "A" (and Exhibit "B", if DW determines in
                        its sole discretion) may be terminated by either party,
                        either (a) entirely; (b) in any country(ies) or
                        "Region(s)" (as defined below) where the applicable
                        event or non-performance has occurred (and either
                        entirely in such country[ies] or Region[s]), or only
                        with respect to any Picture(s) affected by such event or
                        non-performance in such country[ies] or Region[s]);
                        and/or (c) in the entire Territory with respect to a
                        Picture(s) affected by such event or non-performance,
                        all as the terminating party determines in its sole
                        discretion without prejudice to any other rights or
                        remedies available to it, upon the happening of any of
                        the following circumstances:

                        1.    If the other party shall materially breach this
                              Exhibit "A" (provided that the non-terminating
                              party shall have a period of 30 days, or such
                              other shorter period as may be reasonably required
                              with respect to each alleged breach, following
                              written notice thereof (specifying in reasonable
                              detail the alleged breach and the action(s)
                              necessary to cure same and indicating the
                              Picture(s) and territory(ies) being terminated) to
                              cure an inadvertent breach; provided that no such
                              cure shall be allowed for a second breach of the
                              same type as to which the breaching party has
                              previously been notified and given a cure period;
                              or

                        2.    If the non-terminating party shall make any
                              assignment for the benefit of creditors, file a
                              petition for bankruptcy, be judged bankrupt or
                              become insolvent, or if the other party
                              restructures or dissolves or changes pursuant to
                              government order affecting a significant portion
                              of the market.

                  ii.   This Exhibit "A" (and Exhibit "B", if DW determines in
                        its sole discretion) may be terminated by DW, either (a)
                        entirely; (b) in any country(ies) or Region(s) where the
                        applicable event or non-performance has occurred (and
                        either entirely in such country[ies] or Region[s]), or
                        only with respect to any Picture(s) affected by such
                        event or non-


                                       33
<PAGE>
                        performance in such country[ies] or Region[s]); and/or
                        (c) in the entire Territory with respect to a Picture(s)
                        affected by such event or non-performance, all as the
                        terminating party determines in its sole discretion
                        without prejudice to any other rights or remedies
                        available to it, upon the happening of any of the
                        following circumstances:

                        1.    If UIP's exemption from certain trade laws and
                              regulations in the European Economic Community is
                              not extended or renewed by the EEC Commission or
                              other governing body ("EEC"), with the result that
                              UIP cannot conduct business in the EEC in the
                              manner and with the organizational structure that
                              exists as of the date of this Exhibit "A",
                              provided that if DW does not exercise its
                              termination right under this subparagraph 1 and
                              Universal is permitted to continue to render
                              services hereunder, so long as UIP (or if it
                              cannot legally, then Universal) continues the
                              services required hereunder to the maximum extent
                              legally possible given such event and at the level
                              of services then required of UIP and Universal
                              hereunder, such performance shall be deemed
                              consistent with Universal's obligations hereunder,
                              it being acknowledged that DW may nonetheless
                              thereafter choose to exercise its termination
                              right under this subparagraph; or

                        2.    If UIP "restructures" (i.e., if UIP ceases to be
                              the foreign distribution entity for any or all of
                              UIP Owners or if the relative ownership interests
                              among the UIP Owners change); provided, however,
                              that DW shall not be entitled to terminate
                              pursuant to this provision if UIP (or a successor
                              entity) continues to be the distribution entity
                              for Paramount and Universal and no other U.S.
                              major theatrical studio or motion picture
                              financier or distributor. If DW does not exercise
                              its termination right under this subparagraph 2
                              and Universal is permitted to continue to render
                              services hereunder, so long as UIP (or if it
                              cannot legally, then Universal) continues the
                              services required hereunder to the maximum extent
                              legally possible given such event and at the level
                              of services then required of UIP and Universal
                              hereunder, such performance shall be deemed
                              consistent with Universal's obligations hereunder,
                              it being acknowledged that DW may nonetheless
                              thereafter choose to exercise its termination
                              right under this subparagraph; or


                                       34
<PAGE>
                        3.    If more than 3 times during any 12-month period
                              during the Term or an aggregate of 7 times during
                              the Term (provided that DW shall have given
                              Universal reasonably prompt notice of each such
                              alleged event and/or non-performance and that UIP
                              shall have failed to cure the same within 5 days,
                              or such shorter period as reasonably required by
                              DW, following DW's written notice thereof to cure
                              an inadvertent breach) UIP fails to:

                              (a)   Timely provide any distribution and/or
                                    marketing plans and budgets and/or other
                                    information or documentation required under
                                    this Exhibit "A"; or

                              (b)   Release the Pictures pursuant to plan on
                                    dates and for durations for the release of
                                    the Pictures and in the theaters approved by
                                    DW, subject to customary force majeure
                                    events (provided, in the event of a delay
                                    caused by a force majeure event, DW shall be
                                    permitted to distribute, or cause the
                                    distribution of, such Picture(s) as provided
                                    in Paragraph 2.c. above if DW reasonably
                                    determines that UIP will not be available to
                                    release the Pictures as and when required by
                                    DW); or

                              (c)   Obtain distribution terms from exhibitors
                                    for the Pictures equivalent to those UIP has
                                    obtained for comparable pictures of a UIP
                                    Owner.

                        4.    (a)   If DW determines that Universal (and UIP)
                                    has failed or will fail to achieve "Minimum
                                    Results" (as defined below) in the Territory
                                    as a whole, in any "Region" as a whole
                                    (i.e., South America, Western Europe,
                                    Australia, New Zealand, Japan, Far East [to
                                    the extent included in the Territory] and/or
                                    Africa) and/or in any of UIP's six top box
                                    office grossing countries (provided, Japan
                                    shall not be considered a "country" for this
                                    purpose) for the preceding calendar year
                                    (each, a "Top 6 Country", and currently
                                    Germany, France, England, Spain, Australia
                                    and Brazil) with respect to: (i) five or
                                    more Pictures in the Territory, any Region
                                    or any Top 6 Country during the Term; and/or
                                    (ii) any three out of five (on a rolling
                                    basis) consecutively released Pictures
                                    (i.e., consecutively initially released in
                                    commercial motion picture theaters before
                                    paying public audiences in the United
                                    States) in the Territory, any Region or any
                                    Top 6 Country.


                                       35
<PAGE>
                                    (UIP will provide DW with a list of the Top
                                    6 Countries annually.) Minimum Results in
                                    the Territory, any Region or any Top 6
                                    Country, as the case may be, shall be
                                    defined pursuant to Exhibit "A-2" attached
                                    hereto and incorporated herein by this
                                    reference.

                              (b)   If DW believes that Universal (and UIP) has
                                    failed or will fail as provided in Exhibit
                                    "A-2" to achieve Minimum Results with
                                    respect to any Picture or Pictures, DW will
                                    so notify Universal in writing, and unless
                                    Universal notifies DW in writing within ten
                                    business days thereafter stating in detail
                                    its objection to DW's determination, such
                                    determination shall thereafter be deemed
                                    conclusive for all purposes and not subject
                                    to later challenge. If Universal so objects
                                    to DW's determination, DW may submit such
                                    dispute to dispute resolution pursuant to
                                    Paragraph 10 of the Master Agreement. DW's
                                    right to submit such controversy to dispute
                                    resolution shall be without prejudice to its
                                    other rights under the Agreement and shall
                                    not be deemed to be a challenge to the
                                    validity and/or enforceability of the
                                    Agreement.

                              (c)   Notwithstanding the foregoing, a Picture(s)
                                    will not be required to achieve "Minimum
                                    Results" if DW materially changes UIP's
                                    distribution plan therefor and if the plan
                                    submitted by UIP was consistent with the
                                    distribution plans proposed or implemented
                                    by UIP in connection with VIP's distribution
                                    of comparable motion pictures.

                        5.    If at any time during the Term any country(ies)
                              comprising the Territory shall be or become
                              subject to a United States Government embargo or
                              trade restriction, and Universal fails to
                              immediately comply (and cause UIP to comply) with
                              such embargo or trade restriction as to the
                              Pictures; or

                        6.    If DW exercises its termination right with respect
                              to this Exhibit "A" under the first sentence of
                              Paragraph 7.B.(i) of Exhibit "B".

            c.    Upon termination of this Exhibit "A", DW shall have the right
                  (but not obligation) to order the immediate cessation of any
                  or all distribution of the Pictures and the immediate return
                  of any or all prints and related materials, or, at DW's
                  election, to require Universal to continue


                                       36
<PAGE>
                  distribution (subject to continuation of Distribution Fees on
                  such Picture[s]) of some or all Pictures previously delivered
                  and either in release or ready for release as and for the
                  duration of the initial period (as determined by DW in its
                  absolute discretion) of theatrical distribution, and in those
                  parts of the Territory designated by DW in its absolute
                  discretion (though DW shall not be obligated to deliver any
                  additional Pictures subsequent to termination of this
                  agreement); provided that Universal and UIP shall have the
                  right to honor all then-existing DW-approved contractual
                  commitments in connection with the exercise of rights granted
                  hereunder. Universal will remain obligated to make all
                  accountings and payments set forth herein with respect to
                  motion pictures distributed by it (or UIP). On expiration or
                  other termination of the Term, Universal will (subject to
                  Section VIII.2 of the Master Agreement and the reasonable
                  approval of Universal's counsel) immediately execute such
                  quitclaims and other documents as DW's counsel deems necessary
                  or advisable to evidence the termination of all Universal's
                  rights with respect to some or all of the Pictures. Any
                  disputes with respect to such quitclaim and other documents
                  shall be resolved as set forth in Section VIII.2 of the Master
                  Agreement. In the event no timely objection is made or such
                  objection is resolved, and Universal fails to execute
                  immediately any document useful or necessary to effectuate the
                  confirmation or implementation of the provisions hereof, DW
                  shall be irrevocably appointed as Universal's attorney-in-fact
                  for such purpose. It is acknowledged said appointment power is
                  coupled with an interest.

            d.    The parties acknowledge that if and to the extent DW
                  terminates for cause Universal's services hereunder, subject
                  to the first and second sentences of subparagraph c. above,
                  Universal shall not be entitled to any Distribution Fees
                  thereafter with respect to any terminated territory(ies)
                  and/or Pictures (i.e., if DW terminates Universal's services
                  hereunder with respect to a particular territory(ies) and/or
                  Picture(s), Universal's Distribution Fee will be calculated on
                  Receipts attributable to other than such terminated
                  territory(ies) and/or Picture(s)).

            e.    At the expiration or termination of the Term, DW shall advise
                  UIP to either return or destroy all materials in its
                  possession in connection with the Pictures, as DW shall
                  instruct. Such action shall be at DW's expense in the event of
                  expiration, termination without cause by DW or termination for
                  cause by Universal, and at Universal's expense in the event of
                  termination without cause by Universal or termination for
                  cause by DW.

      11.   MISCELLANEOUS:

            a.    STANDARD OF CARE: Except as otherwise specifically directed or
                  approved in writing by DW, in all actions under this Exhibit
                  "A", Universal shall cause UIP to act in accordance with at
                  least that standard of care that it


                                       37
<PAGE>
                  exercises on behalf of each of the UIP Owners. Both parties
                  shall operate under this agreement in good faith. Without
                  limiting the generality of the foregoing, Universal will
                  ensure that services Universal provides to DW hereunder will
                  be substantially equivalent in quantity, level and priorities
                  to the services accorded by Universal with respect to
                  theatrical distribution of Universal motion pictures; and
                  services provided by UIP (and any Subdistributor) will be
                  substantially equivalent in quantity, level and priorities
                  (including, without limitation, priorities in booking
                  theaters, circuits and booking dates) to the services accorded
                  by UIP (and any Subdistributor) to the UIP Owners' pictures of
                  similar domestic theatrical grosses for same genre of picture.

            b.    UIP DISTRIBUTION CREDIT: Universal shall have the right to
                  accord UIP (or any successor entity, if permitted hereunder)
                  its distribution credit (with its logo) on screen for each
                  Picture in reasonable and customary position on a separate
                  card, but such credit shall be no larger or more prominent and
                  shall remain on screen no longer than UIP's present customary
                  credit or UIP's credit on the motion pictures of the UIP
                  Owners. Universal shall also have the right to accord UIP (or
                  any successor entity, if permitted hereunder) its distribution
                  credit (with its logo) in advertising in the Territory
                  approved hereunder, in reasonable and customary position and
                  size. DW shall have the right to designate all other credits
                  on the Pictures and each agreement with a Subdistributor shall
                  provide that such Subdistributor is contractually bound to
                  abide by all such credit obligations.

            c.    ASSIGNMENT:

                  i.    Universal may not assign this Exhibit "A" except in
                        accordance with the terms of the Master Agreement.
                        Notwithstanding the foregoing, it is agreed that UIP, or
                        a successor entity which is owned and controlled solely
                        by the UIP Owners (or by Paramount Pictures and
                        Universal and no other party) and distributes all their
                        motion pictures in the Territory for which they have the
                        distribution rights, must be the foreign distributor for
                        the Pictures.

                  ii.   DW may not assign this Exhibit "A" except in accordance
                        with the terms of the Master Agreement.

                  iii.  Any attempted assignment in contravention of the
                        foregoing shall be deemed a material breach of this
                        Exhibit "A". In the event of a permitted assignment by
                        Universal or DW to a subsidiary, Universal or DW, as
                        applicable, shall nonetheless remain primarily liable
                        hereunder.

            d.    OTHER ACTIVITIES: Subject to the provisions hereof, nothing
                  herein shall limit in any way the right of DW, Universal, or
                  UIP or any subsidiary or


                                       38
<PAGE>
                  affiliate thereof to engage in business activities or
                  endeavors of any kind or nature, including but not limited to:

                  i.    All manner of television, home video and merchandising
                        (including, without limitation, video and computer
                        games) exploitation of the Pictures;

                  ii.   Advertising;

                  iii.  Publishing;

                  iv.   Interactive Media;

                  v.    The sale of designs, stories, characters, trademarks,
                        trade names or other rights or properties;

                  vi.   Ancillary market activities;

                  vii.  The co-financing or co-production or any other interest
                        of any nature in any motion picture or other property
                        (as to which, in the case of DW, DW does not own or
                        control [and hence can not accord UIP hereunder] any or
                        all of the theatrical distribution rights to such
                        Picture in the Territory.)

                  viii. The exercise of any right not expressly granted
                        hereunder.


                                       39
<PAGE>
                                  EXHIBIT "A-1"

                            SUBDISTRIBUTORS AND TERMS































                                       40
<PAGE>
                                  EXHIBIT "A-2"

1.    General: Minimum Results for a Picture in the Territory as a whole, in
      each Region of the Territory (i.e., South America, Western Europe,
      Australia/New Zealand, Japan, Far East [to the extent included in the
      Territory] and/or Africa) and in each Top 6 Country, as the case may be,
      shall be determined by comparing, in the manner set forth below, either
      (a) the "Territory Billings" for a Picture to the "Domestic Billings" for
      such Picture, or (b) the "Regional Billings" or "Country Billings" (in
      each Top 6 Country) for a Picture, as the case may be, to the "Territory
      Billings" for such Picture. "Domestic Billings", "Territory Billings",
      "Regional Billings" and "Country Billings" shall mean rental receipts from
      theatrical distribution in the relevant territory. Notwithstanding
      anything in this Exhibit "A-2" or in Exhibit "A" to the contrary, the Far
      East [to the extent included in the Territory] shall not be considered a
      Region for Minimum Results purposes if the portion of the Far East
      initially included in the Territory decreases, as a result of the
      exclusion (pursuant to Paragraph 1.c.ii of Exhibit "A") of additional
      countries in Asia in which the Korean Shareholder commences distribution
      of motion pictures, such that the Regional Billings for the portion of the
      Far East thereafter remaining in the Territory is less than 75% of the
      Regional Billings of the portion of the Far East initially included in the
      Territory; and in such event, the remainder of the Far East remaining in
      the Territory shall instead be included as part of Japan for Minimum
      Results purposes (with appropriate adjustments to account for the increase
      in the size of Japan in such event). Appropriate adjustments shall also be
      made for Minimum Results purposes to the extent necessary to account for
      (a) a Picture not being distributed by UIP in any portion of the Territory
      due solely to censorship or governmental prohibition, and (b) only with
      respect to Pictures with Domestic Billings of less than ***, a Picture not
      being distributed by UIP in any portion of the Territory pursuant to the
      first sentence of Paragraph 2.c of Exhibit "A".

2.    Definitions:

      a.    "Amblin' Performance Standard" ("APS") shall mean the following:

            (i)   "APS I" shall mean the percentage amount *** determined by
                  dividing (x) the aggregate Domestic Billings for all
                  theatrical motion pictures produced by Amblin' Entertainment
                  ("Amblin") and initially released for theatrical exhibition in
                  the Domestic Territory in the years 1988 through 1995
                  inclusive (the "Base Period") and thereafter released for
                  theatrical exhibition in the Territory which achieved Domestic
                  Billings of *** (other than "Schindler's List" and
                  "Arachnophobia") into (y) the aggregate Territory Billings for
                  the same group of Amblin' pictures. By way of example only,
                  assume aggregate Domestic Billings in the Base Period of ***
                  and aggregate Territory Billings for the same group of Amblin'
                  pictures of ***. The APS I for the Territory would be ***.

            (ii)  "APS II" shall mean the percentage amount *** determined by
                  dividing (x) the aggregate Domestic Billings for all
                  theatrical motion pictures produced by Amblin' and initially
                  released for theatrical exhibition in the

                                       41

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<PAGE>
                  Domestic Territory in the Base Period and thereafter released
                  for theatrical exhibition in the Territory which achieved
                  Domestic Billings of less than *** and more than *** into (y)
                  the aggregate Territory Billings for the same group of Amblin'
                  pictures. By way of example only, assume aggregate Domestic
                  Billings in the Base Period of *** and aggregate Territory
                  Billings for all such Amblin' pictures of ***. The APS II for
                  the Territory would be ***.

      b.    "Regional or Country Billing Percentage", as the case may be, shall
            mean the percentage amount *** determined by dividing (x) the
            aggregate Regional or Country Billings, as the case may be, for all
            UIP pictures released in the last three (3) years of the Base Period
            into (y) the aggregate Territory Billings for the same group of UIP
            pictures. By way of example only, assume aggregate Country Billings
            in Germany for all UIP pictures released in the years 1993, 1994 and
            1995 of *** and aggregate Territory Billings for the same group of
            UIP pictures of ***. The Country Billing Percentage would be ***.
            The Regional or Country Billing Percentage shall be subject to
            adjustment on an annual basis utilizing a floating three (3) year
            average updated each year.

      c.    "Regional or Country Performance Standard", as the case may be,
            shall be determined by multiplying (x) Domestic Billings for the
            applicable Picture by (y) the applicable APS as determined by the
            Picture's Domestic Billings, the product of which shall be
            multiplied by (z) the Regional or Country Billing Percentage, as the
            case may be. By way of example only, assume (i) Domestic Billings
            for the applicable picture of *** (ii) an APS I of ***, and (iii) a
            Country Billing Percentage of *** for the specific Top 6 Country
            within the Territory (e.g., Germany). Based on the foregoing, the
            applicable Country Performance Standard for a Picture achieving
            Domestic Billings of *** would be ***.

3.    Minimum Results:

      Minimum Results for a Picture in the Territory as a whole, in each Region,
      and in each Top 6 Country, as the case may be, shall be deemed to have
      been achieved if with respect to each Picture:

      (a)   For the Territory as a whole -- the Territory Billings for a Picture
            as a percentage of the Picture's Domestic Billings fall within
            fifteen (15) percentage points of the applicable APS. By way of
            example only, assume the APS I is ***. Then each Picture which
            achieves Domestic Billings of *** or more must achieve Territory
            Billings equal to at least *** of such Picture's Domestic Billings
            in order to meet Minimum Results for the Territory as a whole.

      (b)   For each Region or Top 6 Country within the Territory -- the
            Regional or Country Billings, as the case may be, for a Picture fall
            within *** of the Regional or Country Performance Standard. By way
            of example only, assume (i) a Country Performance Standard of ***
            for a specific Picture in Germany, calculated in accordance with
            Paragraph 2.c. above, and (ii) Country Billings in Germany of


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<PAGE>
            *** for the Picture. Based on the foregoing, the Picture will have
            failed to achieve Minimum Results in Germany because it failed to
            achieve Country Billings of at least ***.

      (c)   For purposes of determining the applicable APS for a Picture, the
            *** breakpoint will be adjusted by the percentage change in the
            annual average movie ticket price outside the U.S., as reported by
            the MPAA or MPA, as applicable.

4.    Projection of Final Results:

      If final Domestic Billings, Territory Billings, Regional Billings and/or
      Country Billings for a Picture are not yet available (e.g., because the
      date of the initial theatrical distribution in a country within the
      Territory has not occurred or because some or all final billing results
      are not available), DW may, nevertheless, utilize interim billing figures
      (in the Domestic Territory, the Territory and/or any Region or Top 6
      Country), reasonable projections based thereon, and historical billings
      from the immediately preceding year to determine whether a Picture has
      failed or will fail to achieve Minimum Results. If a Picture fails to meet
      Minimum Results based on such projections, but ultimately achieves Minimum
      Results based on actual results, then it shall be deemed to meet Minimum
      Results for all purposes; provided, in no event will rental receipts from
      third-party distribution (i.e., other than UIP or an affiliated party) be
      included for purposes of calculating Minimum Results and in no event will
      DW be required to retroactively reverse any termination hereunder.


                                       43

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<PAGE>
                                  SCHEDULE A-TC

      AMENDED AND SUPPLEMENTAL TERMS AND CONDITIONS APPLICABLE TO EXHIBIT A

1.    Territory. "Territory" as defined in Exhibit A shall exclude the
      following:

      a. The entire territorial United States and its possessions, territories
      and commonwealths, including the U.S. Virgin Islands, Puerto Rico, Guam,
      and the former U.S. Trust Territories of the Pacific Islands, including
      the Carolina Islands, the Marshall Islands and the Mariana Islands, Saipan
      and American Samoa; the Dominican Republic, the British Virgin Islands,
      the Bahamas, Bermuda, Saba Island, St. Eustatius Island, St. Kitts Island,
      St. Martin Island, St Maarten Island; and Canada and its possessions and
      territories;

      b. Republic of South Korea, Democratic People's Republic of North Korea
      and the People's Republic of China (including Hong Kong) to the extent DW
      licenses Theatrical Distribution Rights in such countries to or through
      DW's Korean shareholder or any of its Affiliates, their successors or
      designees.

      c. Either Japan or the "German Territory", as DW may elect. The Federal
      Republic of Germany, the Republic of Austria and German-language rights in
      Lichtenstein, Luxembourg and Alto Adige shall constitute the German
      Territory. At any time during the Term, as a basis to raise additional
      capital, DW may assign, license or grant to any third party(ies)Theatrical
      Distribution Rights in and to Pictures for either Japan or the German
      Territory (the "Output Arrangement"), in which event Distributor shall not
      have the right to exercise Theatrical Distribution Rights to the
      applicable Pictures in the designated territory, except as otherwise may
      be provide in Exhibit A. DW, however, shall have the right to cause
      Distributor to provide all of the "Services" (as defined herein) in
      connection with such Theatrical Distribution Rights in Japan or the German
      Territory, in which event Distributor shall be entitled to the applicable
      Distribution Fees as set forth in Exhibit A, calculated on Gross Receipts
      (as defined in Exhibit A) derived from the applicable territory, and such
      Gross Receipts shall be taken into account for purposes of calculating the
      Gross Receipts breakpoints for the Schedules Percentages in Paragraph
      5.b.i. of Exhibit A. DW and such third parties shall have free access to
      all Picture elements and related materials for all purposes, provided DW
      and such third parties shall bear all duplication, freight and delivery
      costs in connection therewith. DW will provide Distributor with reasonable
      notice of termination of Theatrical Distribution Rights in the applicable
      territory, provided, however, if Distributor has prior to such notice (x)
      booked theatres for any Picture(s) subject to the Output Arrangement, then
      Distributor shall continue to provide all of the Services in connection
      with such Picture(s) in the applicable territory and shall be entitled to
      retain the applicable Distribution Fees thereon, or (y) incurred approved
      Distribution Expenses for any Picture(s) subject to the Output
      Arrangement, then DW shall reimburse Distributor for the cost thereof
      unless such Distribution Expenses are otherwise reimbursed to Distributor
      pursuant to the terms of Exhibit A.


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2.    Non-Theatrical Rights. Certain Non-Theatrical Rights, as set forth and
      defined in a. below, are granted to Distributor for exploitation pursuant
      to Exhibit A.

      a. "Non-Theatrical Rights" shall refer to the right to exhibit a Picture
      solely in the Territory in hotels, motels, hospital and other health care
      facilities; correctional facilities; schools and other educational
      institutions; common areas of residential living communities; retirement
      centres, camps, religious institutions, buses, coaches and trains;
      libraries and museums; restaurants, bars and clubs; community military
      bases and government installations (excluding US/Canadian); and oil fields
      and oil rigs (excluding Aramco/US/Canadian sites).

      b. Non-Theatrical Rights retained by DW and specifically excluded from
      Exhibit A include: all airlines and aircraft (including military aircraft,
      e.g. the Royal Air Force) and all ships at sea (including cruise ships and
      ferries); all US and Canadian military and government installations (e.g.
      embassies and diplomatic posts) wherever located; Aramco/US/Canadian
      industrial sites; and all other non-theatrical venues and rights not
      specifically granted to Distributor hereunder.

      c. Distributor agrees to use reasonable efforts to exploit on behalf of DW
      Non-Theatrical Rights with respect to the Pictures during the Term, and
      such Non-Theatrical Rights shall be subject to the terms and conditions of
      Exhibit A, including (i) the accounting for revenues and related
      distribution expenses in accordance with Exhibit A, and (ii) the rights of
      DW to withhold, withdraw and/or terminate Non-Theatrical Rights, as and to
      the extent permitted by the terms of Exhibit A with respect to the
      Pictures and Theatrical Distribution Rights. Additionally, upon six (6)
      months written notice to Distributor, DW shall have the right to terminate
      Distributor's exploitation of such Non-Theatrical Rights, subject to
      existing licenses entered into prior to such notice and provided that the
      term of any licenses entered into after such notice shall not continue
      beyond the six (6) month notice period unless preapproved by DW.

3.    Services. Subject to and without limiting anything set forth in Exhibit A
      except as amended by the terms of this Schedule A-TC (provided that in the
      event of any conflict between Exhibit A, the Settlement Agreement (as
      defined below) and this Schedule A-TC, the provisions of this Schedule
      A-TC shall control over both the Settlement Agreement and Exhibit A, and
      the Settlement Agreement shall control over Exhibit A), Distributor shall
      supply and render, either itself or through third parties, at no cost or
      expense to DW, except for Distributor's retention of the applicable
      Distribution Fees set forth in Exhibit A, or as expressly set forth in the
      Settlement Agreement or Paragraph 4. below, the services ("Services") as
      described in Paragraph 4. below. Distributor and DW shall bear the cost of
      Services during the "Initial Term" and during the Extended Term (as such
      capitalized terms are defined in Paragraph 4. below) in accordance with
      Exhibit A as supplemented by that certain Settlement and Release Agreement
      between the parties hereto, dated as of December 29, 2000 (the "Settlement
      Agreement"), and as further amended and supplemented by the provisions of
      this Schedule A-TC.

4.    Definition of Services. Distributor shall render all customary services
      required to distribute the Pictures in a manner consistent with Services
      rendered during the initial


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<PAGE>
      term, i.e. the period from June 1995 through June 19, 2001 ("the Initial
      Term"), throughout the Territory. Any Services rendered by UIP personnel
      during the Initial Term shall not be charged separately or allocated in
      any manner to Pictures under the Agreement during the extended Term, i.e.,
      from June 20, 2001 until termination of the Term (the "Extended Term"),
      whether the Services are hereafter performed by UIP personnel or through
      third parties, except as expressly permitted in this Schedule A-TC.
      Services shall not be deemed to include permitted Distribution Expenses
      pursuant to Exhibit A, costs for which DW is responsible under Paragraph 4
      of this Schedule A-TC, or are Distribution Expenses specifically approved
      by DW. If any Services that DW knowingly agreed to pay as a third party
      cost during the Initial Term ("DW Approved Prior Costs", e.g. ***) are
      hereafter subsequently provided internally by UIP or Universal, DW will
      agree (prior to such costs being permitted Distribution Expenses as
      defined in Exhibit A) on an appropriate charge or allocation of such costs
      to Pictures, provided such charge or allocation shall be calculated in a
      fair and equitable manner and in no event exceed the rate or outside
      service charges formerly paid as a third party cost, taking into
      consideration prevailing market changes. DW's approval of third party
      costs in any given territory or country shall not be deemed approval in
      other territories or countries unless expressly agreed in writing by the
      parties. During the Extended Term, DW shall be responsible only for costs
      for controlled agency services and backroom services to the extent such
      services are performed by third parties as of April 15, 2001 on a
      country-by-country basis throughout the Territory. Promptly after June 15,
      2001 (and not later than July 31, 2001), Distributor shall provide to DW a
      list of all controlled agency service providers as of April 15, 2001, on a
      country-by-country basis, provided that an inadvertent failure to list a
      controlled agency service provider on such list shall not preclude
      Distributor from using such provider (or affect DW's responsibility for
      the costs associated therewith) if such provider (or a prior controlled
      agency service provider) in fact provided controlled agency services as of
      April 15, 2001. Services shall include, but are not limited to:

      a.    Marketing And Distribution

            i. For the top fifteen (15) countries and for all countries within
            the Territory in the case of animated feature films, and otherwise
            mutually agreed -- prepare and recommend in full consultation with
            DW country-by-country marketing plans, budgets and distribution
            plans containing such information, analysis and recommendations as
            DW may from time-to-time reasonably request. Country-by-country
            distribution plans for each Picture shall specify release dates and
            pursuant to and in accordance with UIP's SF4 policies (which shall
            not materially change from the policy as in effect on April 15,
            2001), the theaters in each key city. The top 15 countries as of the
            date hereof are: Japan, Germany, UK, France, Italy, Spain, Sweden,
            Belgium, Netherlands, Switzerland, Argentina, Brazil, Mexico,
            Australia and Taiwan.

            ii. Where rights are known to be available, all plans to be
            delivered no less than six (6) weeks prior to the initial theatrical
            release date in the Territory for each Picture. Notwithstanding the
            foregoing, in circumstances where media availability or advance
            booking deadlines require earlier commitments to


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            facilitate the cost effective purchase of media, UIP shall use its
            reasonable efforts to deliver plans in time to allow DW at least 5
            business days to review and approve budgets and media plans ahead of
            such deadlines (provided in no event shall Distributor be required
            to provide plans more than 60 days prior to initial theatrical
            release).

            iii. Provide marketing and advertising services, including all staff
            and personnel costs, excluding (a) controlled agency services (to
            the extent DW bears the costs thereof as set forth in the
            penultimate sentence of Paragraph 4, above), which for purposes of
            Exhibit A (including this Schedule A-TC) shall mean (i) "implants",
            i.e., agency personnel located at or substantially based at UIP
            offices (unless UIP has no local office) and who, in connection with
            UIP pictures generally, render specific tasks or perform specific
            department functions related to marketing and advertising (e.g., ***
            personnel in the United Kingdom), and (ii) marketing and advertising
            agencies who on an out-sourced basis administer the marketing and
            promotion of UIP pictures generally in a territory (e.g., the *** in
            Germany), (b) DW Approved Prior Costs, and (c) costs included in DW
            approved budgets, provided any budget item(s) specifically
            disapproved by DW shall not be provided unless and until Distributor
            and DW mutually agree on such costs.

            iv. Develop strategies for media buying and advertising and
            promotion, including the preparation of advertising budgets and
            advertising media and publicity plans. Negotiate with third party
            agencies and media representatives in respect of media buying.
            Coordinate and place orders for media buying on behalf of DW,
            including broadcast transmissions, display space, publicity
            material, etc. The basic services described herein are included
            within the Distribution Fees, excluding (a) any controlled agency
            services rendered in connection with such basic services, (b) DW
            Approved Prior Costs, and (c) costs included in DW approved budgets,
            provided any budget item(s) specifically disapproved by DW shall not
            be provided unless and until Distributor and DW mutually agree on
            such costs. Costs of media buyer agency commissions and actual ad
            costs will continue to be borne by DW.

            v. Adapt advertising and promotional concepts on a
            country-by-country basis.

            vi. Advise on the selection of local or alternative titles for DW's
            approval.

            vii. Where applicable, develop and implement in-theatre promotions,
            exhibitor and consumer mailings.

            viii. Select and purchase on behalf of DW goods and services from
            third parties, including graphic designers, printers, producers,
            sound and film labs.

            ix. Arrange and supervise the production of all filmed, taped and
            recorded advertising and publicity. The basic services described
            herein are included within the Distribution Fees, excluding (a) any
            controlled agency services rendered in


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            connection with such basic services, (b) DW Approved Prior Costs,
            and (c) costs included in DW approved budgets, provided any budget
            item(s) specifically disapproved by DW shall not be provided unless
            and until Distributor and DW mutually agree on such costs.

            x. In-house evaluation of the effectiveness of media buying and
            other campaigns against final box office results on an occasional
            basis as requested by DW.

            xi. Coordination of the preparation and control of advertising and
            promotional materials (e.g. text, scripts, ad sales materials,
            etc.). The basic services described herein are included within the
            Distribution Fees, excluding (a) any controlled agency services
            rendered in connection with such basic services, (b) DW Approved
            Prior Costs, and(c) costs included in DW approved budgets, provided
            any budget item(s) specifically disapproved by DW shall not be
            provided unless and until Distributor and DW mutually agree on such
            costs.

            xii. To the extent made available to UIP, pass through to DW media
            buying reports and statistics.

            xiii. To the extent applicable, arrange for the development of
            secondary marketing and new product opportunities.

            xiv. Provide all publicity coordination services (including UIP
            in-house supervision). The cost of third party publicists will be
            borne by DW, subject to DW's prior approval of the designated third
            party publicist and costs thereof. The basic services described
            herein are included within the Distribution Fees, excluding (a) any
            controlled agency services rendered in connection with such basic
            services, (b) DW Approved Prior Costs, (c) costs included in DW
            approved budgets, provided any budget item(s) specifically
            disapproved by DW shall not be provided unless and until Distributor
            and DW mutually agree on such costs.

            xv. Develop and use reasonable efforts to secure national and local
            tie-in partner promotions.

            xvi. Advise DW re censorship issues and submit each Picture to
            censorship authorities.

      b.    Finance

            i. Develop and maintain profit/loss statements for all released
            Pictures per the level of information currently received as of the
            date hereof.

            ii. Provide financial/accounting reports/results per the current
            level of information and frequency of reporting as of the date
            hereof.

            iii. Code and approve expenditures and invoices. Review and approve
            purchase orders.


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<PAGE>
            iv. Prepare gross billings reports, booking confirmations, sales
            dating charts, reports detailing by Picture and by country local box
            office (in both U.S. Dollars and local currency) and theater
            admissions where available, bad debt/write-off reports and Blocked
            Currency totals to the extent applicable after the date hereof.

            v. Provide comparative performance data, such as competitive grosses
            to the extent such information is available in the relevant market
            and the provision of such information will not result in a violation
            of law.

            vi. Maintain exhibitor data, including key theater ownership, number
            of screens and seats, local applicable taxes on admission prices and
            geographical breakdown of theaters.

            vii. Collection of billings.

      c.    Operations

            i. Oversee all print duplication operations.

            ii. Manage all vendor and supplier activities.

            iii. Manage and render all services and provide all facilities and
            space in connection with the shipping, storage and inspection of
            prints and trailers in accordance with the procedures set forth in
            Exhibit A. DW shall pay for such service costs, whether incurred by
            UIP or third parties if (i) in the relevant territory, such services
            were provided by third parties as of April 15, 2001, and (ii) to the
            extent such costs do not exceed the cost previously charged by third
            parties, taking into consideration prevailing market changes.

            iv. Prepare and submit dubbing budgets on a country-by-country,
            Picture-by-Picture basis in U.S. Dollars and in local currency other
            than to the extent DW chooses to provide such services itself.

            v. Manage all dubbing, subtitling and editing of the Pictures and
            trailers thereof other than to the extent DW chooses to provide such
            services itself. If and only if DW utilizes UIP internal supervisory
            dubbing personnel, the cost thereof shall be allocated on a
            non-discriminatory basis to the applicable Picture(s).

            vi. Manage and implement all security and anti-piracy measures.

            vii. Provide all backroom services, facilities and maintenance in
            accordance with the procedures set forth in Exhibit A. DW shall pay
            for such backroom service costs, whether incurred by UIP or third
            parties if (i) in the relevant territory, such services were
            provided by third parties as of April 15, 2001, and (ii) to the
            extent such costs do not exceed the cost previously charged by third
            parties, taking into consideration prevailing market changes.


                                       6
<PAGE>
            viii. Print servicing -- store, catalog, check and track all prints,
            trailers and other advertising material, including the maintenance
            and preparation of the foregoing for shipment to and from theaters
            in accordance with the procedures set forth in Exhibit A. DW shall
            pay for such backroom service costs, whether incurred by UIP or
            third parties if (i) in the relevant territory, such services were
            provided by third parties as of April 15, 2001, and (ii) to the
            extent such costs do not exceed the cost previously charged by third
            parties, taking into consideration prevailing market changes.

            ix. Arrange for the destruction of prints and the issuance of
            certificates of destruction.

            x. Order and invoice for prints and trailers.

            xi. Manage movement of prints, trailers and other advertising
            materials in accordance with the procedures set forth in Exhibit A.
            DW shall pay for such backroom service costs (excluding UIP internal
            personnel who supervise such management), whether incurred by UIP or
            third parties if (i) in the relevant territory, such services were
            provided by third parties as of April 15, 2001, and (ii) to the
            extent such costs do not exceed the cost previously charged by third
            parties, taking into consideration prevailing market changes

5.    "American Beauty". Distributor agrees to pay to DW, within ten (10)
      business days from execution of the amended and restated DW/Universal
      Studios, Inc. Master Agreement, *** in full and complete settlement of the
      "American Beauty" reel 3 ab issue pertaining to the additional costs
      incurred to reprint the altered negative.

Except as specifically provided above, all other terms and conditions set forth
in Exhibit A shall continue in full force and effect.


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the Commission. Confidential treatment has been requested with respect to the
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