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                                 AMENDMENT NO. 2
                                       TO
                        EXHIBIT B TO THE MASTER AGREEMENT

      DreamWorks L.L.C.  ("DW") and Universal Studios,  Inc.  ("Universal") have
entered into a Master Agreement dated as of June 14, 1995, which was amended and
restated in its  entirety as of June 20, 2001 (the "Master  Agreement")  and, in
connection with the amendment and restatement of the Master  Agreement,  entered
into an  amendment to Exhibit B to the Master  Agreement  (Exhibit B as amended,
the "Home Video  Agreement").  DW and  Universal  have  agreed,  effective as of
January 15, 2002 (the "Amendment  Effective  Date") to enter into this amendment
number 2 ("Amendment No. 2") to the Home Video Agreement as more fully set forth
below.

   1. General.

         a. Capitalized  terms used in this  Amendment  No. 2 but not  otherwise
            defined herein shall have the meaning  assigned  thereto in the Home
            Video  Agreement.

         b. The parties  hereto have or may discuss  other  matters which may or
            may not result in further  amendments  to the Home Video  Agreement.
            The fact that such matters are not addressed in this Amendment No. 2
            shall not be used to impute to any party any position on any matter,
            or to imply that any  agreement  has been  reached  on such  matter.
            Other than as expressly  amended in this  Amendment  No. 2, the Home
            Video Agreement remains in full force and effect as of the Amendment
            Effective Date.

   2. Clarification of Exhibit FS.

            Subparagraph  1.ii of  Exhibit  FS is  hereby  clarified,  with  the
            parties agreeing that it does not require FSP to provide compression
            and authoring services to DW.

   3. Amendment to Schedule B-TC

         a. Paragraph  7.a. of Schedule B-TC is amended and restated to read, in
            its entirety, as follows:

                All Domestic  Territory and Foreign  Territory  video expenses
                and receipts shall be made as follows:

                  1.    All  Domestic  Territory  and  Foreign  Territory  video
                        payments  shall be made to DW based on ***  rather  than
                        ***.  Receipts for DW Videograms shall be deemed paid to
                        Universal,   and   therefore   payable  to  DW  (net  of
                        applicable Service Fees) as follows: *** on the last day
                        of the second fiscal month  commencing  after the fiscal
                        month  in  which  the  effective   invoice  date  occurs
                        ("effective  invoice date" means the actual invoice date
                        after shipment date, except for initial  shipments,

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                        for which the  effective  invoice  date  shall be street
                        date) and the remaining *** on the last day of the third
                        fiscal month  commencing  after such  effective  invoice
                        date.  (As an  example,  if units are shipped in January
                        and invoiced in February  prior to the February  invoice
                        cutoff date, *** net of Service Fees would be due on the
                        last day of April and the  remaining  *** net of Service
                        Fees  on  the  last  day of  May,  subject  to the  next
                        sentence.)  Each of the  payment  due dates set forth in
                        the  preceding   sentence   shall  be  extended  by  any
                        DreamWorks-approved  additional terms or dating.  Deemed
                        Receipts  shall  be  defined  as gross  shipments,  less
                        actual returns,  sales  allowances,  and discounts,  and
                        substantially aged receivables  (provided that Universal
                        shall  promptly  notify  DW of the same and the  parties
                        shall negotiate in good faith the appropriate accounting
                        and  settlement  of  the  same).   Universal  shall  not
                        establish return reserves at any time.

                  2.    Service  Expenses shall be settled  monthly on a "Deemed
                        Payment" basis. 100% of all Service Expenses incurred in
                        a month  shall be due and payable on the last day of the
                        next  succeeding  month.  (As an  example,  if a Service
                        Expense is incurred in January,  it will be invoiced and
                        paid on the last day of February.)

                  3.    The parties agree that the intent of this paragraph 7.a.
                        is to  create  an  interest  neutral  position  for both
                        parties.  If there are  changes in  circumstances  which
                        substantially affect the period of time between the time
                        Universal  actually  pays an expense  and the time it is
                        reimbursed,  or the  period  of time  between  the  time
                        Universal  invoices and collects  receipts,  the parties
                        shall  discuss  and revise this  paragraph  7.a. in good
                        faith,   provided   that  the  intent  hereof  shall  be
                        consistent  with the first sentence of this paragraph 3,
                        but that nothing herein shall require Universal to adopt
                        cutoffs  or  reporting  periods  for DW which  vary from
                        Universal's   standard  cutoffs  or  reporting  periods.
                        Without limitation of the foregoing, the Deemed Receipts
                        formulation  set forth in paragraph  a.1 above shall not
                        apply to any account  where the payor is in  bankruptcy,
                        or has expressly indicated it will not pay such account,
                        or where such account is more than *** days past due and
                        Universal  has  ceased  to ship  product  based  on such
                        delinquency:  in any such event, amounts receivable from
                        such payor which are not identified by specific invoices
                        shall be credited and paid (in an equitable manner based
                        on amounts due and payable to both DW and  Universal) if
                        and when received by Universal from the payor.


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                        Neither party may take "self help" measures inconsistent
                        with the terms of this paragraph 7.a.

                  4.    To the extent that  Universal  is  requested to do so by
                        DW, it shall institute or defend  litigation,  claims or
                        proceedings  on behalf of DW with respect to any amounts
                        due to DW for DW Videograms, at DW's cost and expense.

         b. A new  paragraph  8 is added to  Schedule  B-TC  (prior to the last,
            unnumbered paragraph thereof) which reads in full as follows:

            8. Research Reports

            The parties agree to the following modifications with respect to the
            cost and sharing of research studies:

            a.    Except as further  set forth in this  paragraph  8,  non-title
            specific  domestic  market  research  studies  related to home video
            distribution,  if  commissioned  or performed by Universal  shall be
            paid for by Universal and shared with DW. Domestic research which is
            targeted  on  the  DW  family   entertainment   business   shall  be
            commissioned  by and paid for by DW (which  shall  control  both the
            scope  of such  research  and the cost  therefor)  and  shared  with
            Universal,   provided   that  if  and  when  the   domestic   family
            entertainment  business becomes a Universal core business (i.e. more
            than *** of Universal's own aggregate domestic home video revenue is
            generated  by Universal  "G" and/or ""PG" rated  releases in each of
            two consecutive years),  Universal shall include DW titles in any of
            such  family  entertainment  business  home  video  market  research
            Universal  commissions  and share  such  research  reports  with DW.
            Domestic research which is related to new developments in the market
            or  technology  (e.g.,  new  formats)  shall  be  paid  for  ***  by
            DreamWorks  and  Universal  and both  parties  shall be provided the
            research  provided  both  the  scope  of the  research  and the cost
            therefor is preapproved by both parties.

            b.    Except  as  further  set  forth in this  paragraph,  non-title
            specific international market research studies related to home video
            distribution,  if  commissioned  or performed by Universal  shall be
            paid for by  Universal  and shared with DW.  International  research
            which is targeted on the DW family  entertainment  business shall be
            commissioned  by and paid for by DW (which  shall  control  both the
            scope of such  research  and the cost  therefore)  and  shared  with
            Universal,  provided  that  if and  when  the  international  family
            entertainment  business becomes a Universal core business (i.e. more
            than *** of  Universal's  own  aggregate  international  home  video
            revenue is generated by Universal "G" and/or ""PG" rated releases

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            in each of two consecutive years), Universal shall include DW titles
            in any of such  family  entertainment  business  home  video  market
            research Universal  commissions and share such research reports with
            DW.  International  research which is related to new developments in
            the market or technology  (e.g.,  new formats) shall be paid for ***
            by  DreamWorks  and Universal and both parties shall be provided the
            research  provided  both  the  scope  of the  research  and the cost
            therefor is preapproved by both parties.


   4. Agreement Re Alleged Interest.  The parties disagree on whether the manner
      in which  expenses and receipts have been deducted and paid has been "cash
      neutral"  to both  parties,  and on  whether  certain  errors  in  monthly
      international financial reports delivered by Universal to DW after June 30
      and on or before December 31, 2001 underreported  receipts and resulted in
      a loss of use of funds by DW and/or  Universal.  In  consideration  of the
      agreements  made  herein,  DW agrees to accept an amount equal to *** from
      Universal as the total  payment due from  Universal  (whether as interest,
      penalty or  otherwise) on the ground that it was paid amounts due it later
      than it should  have been due to such  international  financial  reporting
      errors or because expenses were deducted early or receipts were not timely
      paid for the period June 30, 2001 through  December  31,  2001.  Universal
      agrees not to seek any payment  from DW (whether as  interest,  penalty or
      otherwise)  on the basis that it paid  amounts  to DW earlier  than it was
      required  to during the period  from June 30, 2001  through  December  31,
      2001. Nothing herein shall be deemed to waive (i) any DW claim that it has
      not received receipts to which it is entitled,  or any claim that expenses
      deducted are not appropriate expenses, or (ii) any Universal claim that it
      has  paid DW  receipts  Universal  was  not  required  to pay DW,  or that
      Universal has not deducted expenses it is entitled to deduct.

   5. Conflicting  Provisions.  In the  event  of a  conflict  between  anything
      contained in this Amendment No. 2 and any provisions  contained  elsewhere
      in the Home Video Agreement, this Amendment No. 2 shall control.

   6. Integration.  This  Amendment  No. 2  contains  the entire  agreement  and
      understanding  between the Parties  relating to the subject  matter hereof
      and supersedes,  cancels and replaces any prior understanding,  writing or
      agreement between the Parties relating to such subject matter.

   7. Counterparts.   This   Amendment   No.  2  may  be  executed  in  multiple
      counterparts,  each of which shall be deemed an original and all of which,
      taken together, shall constitute one and the same instrument, which may be
      sufficiently evidenced by one counterpart.

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         IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to the
Home Video Agreement to be duly executed as of the date first written above.

                                               DREAMWORKS L.L.C.

                                               By: _____________________________

                                               Its: ____________________________

                                               UNIVERSAL STUDIOS, INC.

                                               By: _____________________________

                                               Its: ____________________________

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