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                                                                    EXHIBIT 10.1

                          [PARAMOUNT PARKS LETTERHEAD]

                                                                  April 20, 2000
Jon Corfino
President
Theme and Leisure Development
Stan Lee Media
15821 Ventura Boulevard
Encino, California 91436

Tim Miller
President
Blur Studio
1130 Abbot Kinney Boulevard
Venice, California 90291

RE: 7TH PORTAL SIMULATOR FILM   MEMORANDUM OF UNDERSTANDING

Gentlemen:

This document shall serve as a Memorandum of Understanding ("MOU") between
Paramount Parks, Stan Lee Media, and Blur Studio pursuant to the creation,
production, and distribution of the large format, 3-D simulator film
incorporating The 7th Portal concept and characters.

This MOU, attached to Article I. Term Sheet, Rev.2.0 April 20, 2000 and Exhibit
"C" constitute an Interim Agreement to begin development of the film, pending
final draft and negotiations of the Film Production and Distribution Agreement.

Each Party shall keep detailed financial records of its expenditures under this
Interim Agreement, such expenditures to be booked against the total budget,
when finalized.

I trust that the foregoing, and the attachments hereto, represent a fair and
reasonable representation of our understanding. If you agree, please so indicate
by signing in the space provided below, initialing the Exhibits in the lower
right hand corner, and returning one original to me. Thank you.

Sincerely,

/s/ DEAN SHARITS

Dean Sharits
Vice President, Design + Entertainment
Paramount Parks

Agreed to and Accepted                       Agreed to and Accepted

/s/                                          /s/
-----------------------------                -----------------------------
Jon Corfino                                  Tim Miller
Stan Lee Media                               Blur Studio
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                           7TH PORTAL SIMULATOR FILM
                                   TERM SHEET

                                 March 30, 2000
                             Rev.2.0 April 20, 2000

PARTIES TO THE AGREEMENT:

     Stan Lee Media, Inc. (SLP), Paramount Parks Inc. (PPI), and Blur Studio
     (Blur) (hereinafter collectively referred to as "the Parties").

DEFINITIONS:

     A.   "Film" means a 3.75 to 4.25 minute long simulator film, ideally
          4.00 minutes.

     B.   "Video Pre-Show" means a 3.75 to 4.25 minute piece (identical in
          length and synchronous to the Film) to be utilized in the cue process
          for viewer engagement.

     C.   "NewCo" means a new entity, in the form of a Limited Liability
          Corporation, to oversee the production of the Film from conception to
          completion, including development, funding, creative approval,
          production, and Film distribution. Newco will have three (3) members
          -- PPI, SLP, and Blur. PPI will act as Newco's Managing Member. The
          administrative duties and responsibilities of the Managing Member
          shall include, but not be limited to: (a) administering any and all
          banking functions (understanding that any check disbursements will
          require two signatures); (b) reviewing, maintaining, and auditing all
          Newco records; (c) overseeing, and engaging professional services
          where necessary, for all business and legal matters; and (d) managing
          all matters with respect to protecting the Film and Video Pre-Show.
          SLP and PPI will jointly be responsible for the Film's creative,
          production, and distribution-related decisions. Blur will be
          responsible for producing the Film, Sound Track, and Video Pre-Show.

     D.   "PPI Park" or "Parks" means those theme parks currently owned by PPI
          in Cincinnati, OH; Richmond, VA; Santa Clara, CA; Toronto, Canada;
          and Charlotte, NC.

     E.   "Distributor" means one or more distributors of the Film in commercial
          markets outside PPI Parks.

     F.   "Production Budget" means the total costs for the production of the
          Film, said costs not to exceed US$1.5 Million.

     G.   "Financing" means US$500,000 cash or cash equivalent each from SLP and
          PPI, for a total of US$1.0 Million. Blur will contribute an
          additional US$500,000 in production services, said services to be
          deferred mark-up, overhead, and amortization based on labor,
          materials, equipment, and facilities. Blur's contribution shall be
          guaranteed in the form of a Promissory Note to Newco.

     H.   "Executive Producers" means Jon Corfino of SLP and Dean Sharits of
          PPI.

     I.   "Producer" means Blur Studio.

     J.   "Line Producer" means Tim Miller.

     K.   "Film Director" means Yaz Takata.


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THE DELIVERABLES:

      No later than March 1, 2001, Newco shall receive the following complete
      film package: the Film in the 5-70 format, a digitally-mastered Soundtrack
      on laser disc, and a Video Pre-Show on laser disc ("the Deliverables").
      The Film will be rendered in High Resolution Computer Generated Images,
      8-70 format, action saved for 5-70 reduction, in both 2D and 3D at 30
      frames per second. Animation will be rendered in High Resolution 3-D
      rather than flat cell, and will use state-of-the-art motion capture
      techniques where appropriate. The Soundtrack, at a minimum, will be
      6-tracks digitally mastered, prepped for solid-state digital playback, and
      suitable for on-site mixing. In addition, a Video Pre-Show will be shot
      and edited on video and transferred to laser disc. The quality of the
      Film, Soundtrack, and Video Pre-Show will be equal to or greater than the
      highest theme park industry standard and will be suitable for exhibition
      in motion simulation theaters and outside commercial simulator
      attractions.


UNDERLYING INTELLECTUAL
PROPERTY RIGHTS:

      SLP owns the underlying "7th Portal" intellectual property rights. SLP
      shall grant to Newco a non-revocable, exclusive license for a period of
      six (6) years from the date the Film is completed to use 7th Portal
      characters in its effort to produce, distribute, and exploit the
      Deliverables, said rights shall include music and print publishing, sound
      recording, merchandising, and theme park walk-around character use. SLP
      shall not be entitled to any remuneration in the form of license fees or
      royalties for the above-delineated rights.

TERM -- NEWCO:

      Newco shall come into existence May 1, 2000 and be dissolved April 30,
      2007 ("Term"). At the end of the Term, and upon dissolution of Newco, the
      Parties' rights shall be as follows with respect to the Deliverables:

            (a) Newco will assign a one-third (1/3) interest in the Deliverables
                to each of PPI, Blur, and SLP.

            (b) With respect to the Film, its negative/master will be stored
                through a reputable post-production house in an appropriate
                vault in Los Angeles. Any Party seeking a reproduction of the
                Film may do so by contacting the production house and making
                appropriate arrangements (at that Party's cost). Notice of
                reproduction by any Party must be given to the other former
                Parties.

            (c) The Parties may further exploit the Deliverables, without any
                obligation to share the proceeds with the other then-former
                Parties, subject to any existing distribution-related
                contractual obligations that were agreed and entered into prior
                to Newco's dissolution.
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FUNDING:

   1.  The breakdown for the US$1.5 Million budget is attached hereto as Exhibit
       "A" along with cash requirements from the contributors attached as
       Exhibit "B". Blue shall submit a budget breakdown listing each phase and
       element of development and production, and delineate that portion of each
       element that will be paid from Newco's funding and the remainder to be
       treated as Blur's deferral, provided said remainder does not exceed
       US$0.5 Million. Any expenses or costs incurred by the Parties during the
       completion of the Film (except those approved production costs included
       by Blur) are not reimbursable by Newco.

   2.  PPI and SLP will each deposit US$500,000 in a Newco account. Each of the
       Parties understand that, there will be no obligation to repay another
       Party, until such time that US$1.0 Million has been deposited into a
       Newco account in cash or cash equivalents. Disbursements will be credited
       equally to each contributor.

   3.  PPI agrees to act as the completion guarantor for this project. In the
       event the costs exceed US$1.0 Million prior to the completion of the
       project, PPI will request additional cash contributions from the other
       Parties. In the event any Party chooses not to contribute additional
       cash, that Party understands that its interest (originally at 1/3) will
       be reduced to reflect the adjusted interest in the project, while any
       Party that chooses to contribute the additional cash, will receive an
       increased percentage interest.

   4.  Blur shall submit monthly cost reports to Newco, and the Managing Member
       will be responsible to verify progress on the Film prior to payment
       disbursements. Payments will be made only to the extent that actual work
       has been completed.

   5.  Upon completion of the Film and for a period of one (1) year thereafter,
       Newco's Managing Member shall have the right to audit Blur's books with
       respect to the Film, at Newco's cost. In the event that discrepancies of
       more than five percent (5%) are discovered, Blur will be required to pay
       for the audit and reimburse Newco for any funds owed it.

   6.  In the event that either SLM or PPI identifies a third-party to assume
       all or a portion of their respective interest in the Film, the Party
       seeking to assign its interest must obtain prior approval from the other
       Parties and must give the other Parties the Right of First Refusal to
       acquire the interest at a level and in an amount equal to that being
       offered to the third-party.


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PPI LICENSE:

     7.   PPI shall be granted a non-revocable, royalty and license-free
          license for its five existing parks, in perpetuity, commencing upon
          completion of the Film, subject to the following:

               (a)  PPI shall have exclusivity within a 250-mile radius of each
                    of its parks for the first two (2) years:

               (b)  In the event that PPI shall acquire an additional park or
                    attraction by way of ownership, joint venture, or
                    management contract within the first two (2) years, and the
                    Film has not been distributed within a 250-mile radius of
                    such park or attraction, PPI's Licence shall extend to
                    such park or attraction for immediate exhibition. If
                    beyond the first two (2) years, such License shall extend
                    to the park or attraction regardless of proximate
                    exhibition. For purposes of this Agreement, however, PPI
                    shall be limited to two (2) acquisitions in addition to its
                    five existing theme parks; and

               (c)  PPI reserves the right to approve the license of the Film
                    to any other theme park in North America, said approval not
                    to be unreasonably withheld.

     8.   SLP agrees to the following non-revocable rights with respect to PPI:

               (a)  SLP shall give PPI the Right of First Refusal in the event
                    that a sequel or series of simulator films is contemplated
                    using the 7th Portal concept or characters, said right
                    involving an opportunity to match any third-party offer to
                    produce another Film -- even if previously rejected by PPI;

               (b)  SLP shall grant PPI the right to use "Walk-a-Rounds" based
                    on the characters and concept in its parks, and the right
                    to promote the 7th Portal through special events and
                    touring shows;

               (c)  SLP shall grant PPI a license to sell merchandise based on
                    the 7th Portal concept and characters in its parks, events,
                    and touring shows subject to a 5% royalty on the wholesale
                    cost of goods sold. Such merchandise licensing agreement
                    shall be negotiated separately, and is not a part of this
                    Agreement; and

               (d)  SLP shall grant PPI the right to use the 7th Portal brand
                    or concept in association with the naming of any ride or
                    attraction in a PPI Park.

PROMOTION & MATERIALS:

     1.   SLP shall make available reproducible art, printed material, and
          marketing collateral to PPI with respect to the 7th Portal concept
          and characters for the purpose of promoting the film. SLP will not
          charge PPI for the use of the material, understanding that PPI would
          incur the costs of mass-producing said material.

     2.   SLP shall promote the Film, its association with PPI, and PPI Park
          locations on its website. PPI shall promote the Film and its
          association with SLP on its websites.


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      3.  SLP agrees to provide the in-person services of Mr. Stan Lee for
          public appearances and press releases associated with the grand
          opening of the Film in at least one (1) of the PPI Parks. Such
          services shall be rendered at no cost, and upon PPI's reasonable
          notice of such requirement. PPI will reimburse SLP for actual,
          reasonable, and documented expenses associated with Mr. Lee's personal
          appearances at the PPI Parks.

INDEMNIFICATION:

      The Parties will indemnify each other with respect to any and all injuries
      (or intellectual property disputes) that may arise out of this project.
      The actual agreement will contain extensive indemnification terms and
      provisions.

DISTRIBUTION:

      1.  The Managing Member shall arrange a distribution agreement with one or
          more distributors ("Distributor") for the world-wide exploitation of
          the Film. As a condition of such agreement, Newco shall use its best
          efforts to cause Distributor to comply with the following
          stipulations:

               (a)  During the year commencing March 15, 2001 (the "Initial
                    Year"), distributor shall not distribute the Film to a theme
                    park in the United States and Canada or to a stand-alone
                    simulation theater (i.e., outside a theme park) within a 250
                    mile radius of any Park or Additional Park without the
                    approval of PPI (it being agreed that any such distribution
                    is pre-approved for theme parks or stand-alones in the
                    following cities: Orlando, New York, Los Angeles, Seattle,
                    San Diego, Chicago, and Dallas);

               (b)  PPI reserves the right to approve the license of the Film to
                    any other theme park in North America, said approval not to
                    be unreasonably withheld;

               (c)  After the second year, Distributor may distribute the Film
                    to any stand-alone simulation theater, regardless of
                    location, and to theme parks in the aforementioned cities as
                    well as any theme park outside the 250-mile radius of the
                    Parks/Additional Parks; and

               (d)  PPI shall be entitled to a "Paramount Parks" and individual
                    credits (the form of which shall be approved by Newco prior
                    to such use) on one-sheets and other marketing materials and
                    approved merchandise items in connection with the exhibition
                    of the Film at the Parks.

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REVENUE PARTICIPATION:

      1.  The Parties agree to the following distribution of gross receipts
          derived from the exhibition of the Film:

               a)   Gross receipts received by or credited to the account of
                    Distributor in connection with its exploitation of the Film
                    ("Gross Receipts") shall be disbursed as follows on a
                    continuing and cumulative basis:

               i)        First, Distributor shall retain 30% as a distribution
                         fee which distribution fee shall be inclusive of all
                         distribution expenses;

               ii)       Second, Distributor shall distribute the remaining
                         Gross Receipts, quarterly, to Newco; and

               iii)      Third, the Parties' Gross Receipts shall be distributed
                         quarterly by Newco to SLP, PPI, and Blur on a
                         first-dollar-out basis, in accordance with the schedule
                         attached hereto as Exhibit "C";

      2.  In connection with the Film's distribution, Distributor shall submit
          financial reporting statements showing all revenue from the
          distribution of the Film on a quarterly basis throughout the Term of
          distribution. Newco shall have the right to audit Distributor's books
          and records in connection with the distribution of the Film, the cost
          of which shall be borne by Newco. In the event that any audit shall
          subsequently reveal a discrepancy of greater than 5% of the
          information reported in the financial statements, then Distributor
          shall bear the full costs of such audit as well as any funds owed.