INTERPARTY AGREEMENT

                                     BETWEEN

                                DREAMWORKS L.L.C.

                                       AND

                         DREAMWORKS ANIMATION SKG, INC.

                                       AND

                      VIVENDI UNIVERSAL ENTERTAINMENT LLLP

                          DATED AS OF ___________, 2004

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                                TABLE OF CONTENTS



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Section 1.        Definitions and Usage.....................................................................    2

                  1.1      Definitions......................................................................    2

                  1.2      Terms and Usage Generally........................................................    5

Section 2.        Confirmation of Universal's Rights to Prior Pictures......................................    6

                  2.1      Prior Picture Rights Acquired by DWA Subject to the Universal Agreement..........    6

                  2.2      Relation Between DWA, DW Studios and Universal as to Prior Pictures..............    6

                  2.3      Transfer of Benefits; Retransfer.................................................    7

Section 3.        Grant of Rights; Period of Distribution...................................................    7

                  3.1      Grant of Rights..................................................................    7

                  3.2      Period of Distribution...........................................................    7

                  3.3      Clarification....................................................................    7

Section 4.        Rights and Obligations With Respect to DW Distributed Pictures and Prior Pictures.........    8

                  4.1      DWA Approval of Universal Exploitation Agreements................................    8

                  4.2      Universal Not Bound by DW Distribution Agreement.................................    8

                  4.3      Universal's Rights of Collection, Deduction and Recoupment.......................    8

                  4.4      Laboratory and Storage Access Letters............................................    9

Section 5.        Animation Advance and Related Payment Obligations.........................................    9

                  5.1      Animation Advance................................................................    9

Section 6.        No Adverse Amendment of DW Distribution Agreement; No DW Studios Assignment...............    9

                  6.1      No Adverse Amendment of DW Distribution Agreement................................    9

                  6.2      No Assignment of DW Distribution Agreement by DW Studios.........................    9


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                                TABLE OF CONTENTS
                                   (CONTINUED)



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Section 7.        Representations, Warranties and Agreements................................................   10

                  7.1      DWA..............................................................................   10

                  7.2      Universal........................................................................   10

                  7.3      DW Studios.......................................................................   10

                  7.4      Amblin Projects..................................................................   10

                  7.5      Bank Consent and Non-Disturbance Agreement.......................................   10

Section 8.        Rights Under Universal Agreement..........................................................   10

                  8.1      DW Studios - Sole Claimant.......................................................   10

Section 9.         Termination; Disputes....................................................................   11

                  9.1      Termination Rights...............................................................   11

                  9.2      Disputes Under Universal Agreements..............................................   11

Section 10.       Grant of Rights (Theme Parks).............................................................   11

Section 11.       UIP Amendment.............................................................................   12

Section 12.       Ownership.................................................................................   12

Section 13.       Force Majeure.............................................................................   12

Section 14.       Assignment................................................................................   13

Section 15.       Distributor Distribution Credit...........................................................   13

Section 16.       Other Activities..........................................................................   13

Section 17.       No Partnership or Third Party Benefit.....................................................   14

Section 18.       Integration/Formalities...................................................................   14

Section 19.       Dispute Resolution........................................................................   14

Section 20.       Severability of Provisions................................................................   15

Section 21.       Waiver....................................................................................   16


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                                TABLE OF CONTENTS
                                   (CONTINUED)



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Section 22.       Governing Law.............................................................................   16

Section 23.       Confidentiality...........................................................................   16

Section 24.       Notice of Representatives.................................................................   17

Section 25.       Paragraph Headings........................................................................   17

Section 26.       Intellectual Property License.............................................................   17

Section 27.       Disclosure, Compliance and Reporting Obligations..........................................   17

Section 28.       Notices...................................................................................   17

Section 29.       Counterparts..............................................................................   18

Section 30.       Effect of Subsequent Event................................................................   18

Schedule 1.1      Table of Definitions

Schedule 5.1      Provisions Related to Advances


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                              INTERPARTY AGREEMENT

                                     BETWEEN

                                DREAMWORKS L.L.C.

                                       AND

                         DREAMWORKS ANIMATION SKG, INC.

                                       AND

                      VIVENDI UNIVERSAL ENTERTAINMENT LLLP

                          DATED AS OF ___________, 2004

      THIS INTERPARTY AGREEMENT dated as of ________, 2004 (this "Agreement"),
is entered into by and among DreamWorks Animation SKG, Inc. ("DWA"), DreamWorks
L.L.C. ("DW Studios") and Vivendi Universal Entertainment LLLP ("Universal").

      WHEREAS DW Studios and Universal (as assignee of Universal Studios, Inc.)
are parties to that certain Master Agreement (Amended and Restated as of October
31, 2003) (the "Master Agreement"), which includes certain other agreements as
Exhibits A, B, C and D thereto (collectively, the Master Agreement and the other
agreements attached as Exhibits A, B, C and D thereto are the "Universal
Agreement");

      WHEREAS pursuant to Exhibit A of the Universal Agreement (the "Theatrical
Distribution Agreement") Universal has certain exclusive international
theatrical distribution rights and obligations with respect to certain motion
pictures (as more fully described and set forth in the Theatrical Distribution
Agreement);

      WHEREAS, pursuant to Exhibit B of the Universal Agreement (the "Home Video
Fulfillment Services Agreement") Universal has certain exclusive domestic and
international home video fulfillment services rights and obligations with
respect to certain motion pictures (as more fully described and set forth in the
Home Video Fulfillment Services Agreement);

      WHEREAS, pursuant to Exhibit C of the Universal Agreement (the "Amblin
Agreement"), Universal and DW Studios agreed to certain procedures and
allocations of rights to certain projects developed at least in part by Amblin
Entertainment, Inc. and set forth on schedules to the Amblin Agreement
(collectively, all such projects listed in schedules to the Amblin Agreement,
the "Amblin Projects");

      WHEREAS, pursuant to Exhibit D of the Universal Agreement (the "Theme Park
Agreement") Universal has an exclusive option to acquire certain rights to
exploit certain motion pictures in theme parks (as more fully described and set
forth in the Theme Park Agreement);

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      WHEREAS, as part of the separation of DW Studios and DWA pursuant to the
Separation Agreement dated as of the date hereof ("Separation Agreement") by and
among DW Studios, DreamWorks Animation L.L.C. and DWA, DW Studios and DWA have
agreed to enter into a Distribution Agreement dated as of the date hereof (the
"DW Distribution Agreement");

      WHEREAS, the parties hereto have agreed to set forth herein the parties'
respective rights, privileges and obligations under the Universal Agreement and
DW Distribution Agreement, and to enter into certain other agreements;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, DWA, DW Studios and Universal hereby agree as follows:

      SECTION 1. DEFINITIONS AND USAGE.

            1.1   Definitions:

            a.    The following terms shall have the same meaning as in the DW
Distribution Agreement:

            Accepted Additional Picture(s).
            Affiliate of Any Person; provided, however, that for purposes of
                  this Agreement, none of DWA, DW Studios and Universal are
                  Affiliates of any other party to this Agreement.
            Animated Motion Picture(s).
            Bankruptcy Code
            Business Day.
            Control.
            Delivery.
            Distribution Rights.
            Exhibit, Exhibition.
            Good Faith Dispute.
            Internet Rights.
            Person.
            Qualified Pictures.
            Retained Rights.
            Subdistributor; provided, however, that for purposes of this
                  Agreement a "Subdistributor" shall not include an Affiliate of
                  DW Studios or of Universal.
            Tangible Film Materials.
            Television Exhibition.

            b.    The following terms shall have the meanings set forth below:

            Animation Advance shall mean the $75 million amount advanced by
Universal to DW Studios under the Master Agreement with respect to Animated
Motion Pictures, which $75 million amount on the Effective Date shall be
contributed by DW Studios to DWA pursuant to the Separation Agreement, as such
$75 million amount may be adjusted pursuant to Section 5 of this Agreement.

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            Domestic Territory shall mean the territorial United States and its
possessions, territories and commonwealths, including the U.S. Virgin Islands,
Puerto Rico, Guam, and the 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,
Nassau, Bahamas, Bermuda, Saba Island, St. Eustatius Island, St. Kitts Island,
St. Maarten Island, and Freeport; the Dominion of Canada and its possessions,
territories and commonwealths; and all Army, Navy, Air Force, Red Cross and
other national or governmental installations, diplomatic posts, camps, bases and
reservations of the above mentioned countries, as well as oil rigs (including
Aramco sites) and maritime facilities (and other commercial and/or industrial
installations of the above mentioned countries and territories), wherever any of
the aforementioned facilities or installations are located, to the extent that
sales are made and/or servicing thereof is performed within the geographical
areas set forth above, and all airlines and ships flying the flag of, or having
the registry of, or whose principal office is located in the United States,
Canada or Bermuda and other possessions, territories and commonwealths within
the Domestic Territory.

            DW Distributed Pictures shall mean Qualified Pictures and Accepted
Additional Pictures.

            Effective Date shall have the same meaning as the term "Separation
Date" in the Separation Agreement.

            Home  Video Exhibition shall mean the Exhibition of Videograms.

            Home Video Fulfillment Services Rights shall mean the right and
obligation to provide fulfillment services under the Home Video Fulfillment
Services Agreement.

            Home Video Territory shall mean the territory in which fulfillment
services are to be performed pursuant to the Home Video Fulfillment Services
Agreement, excluding only (i) South Korea and North Korea to the extent and for
the period licensed to DW Studios' "Korean Shareholder" (as defined in the Home
Video Fulfillment Services Agreement), and (ii) either (a) Japan or (b) The
Federal Republic of Germany, the Republic of Austria, and German - language
rights in Switzerland, Lichtenstein, Luxembourg and Alto Adige.

            LLC Agreement shall mean the Limited Liability Limited Partnership
Agreement of Holdco, dated as of October __, 2004, by and among M&J K Dream
Limited Partnership, M&J K B Limited Partnership, DG-DW, L.P., DW Lips, L.P., DW
Investment II, Inc., Lee Entertainment, L.L.C. and Vivendi Universal
Entertainment LLLP.

            Licensed Picture has the meaning set forth in the DW Distribution
Agreement as in effect on the Effective Date.

            Motion Picture(s) (a) with respect to Theatrical Distribution
Rights, shall mean all live-action and animated motion pictures (and
combinations thereof), and (b) with respect to Home Video Exhibition and Home
Video Fulfillment Services Rights shall mean a theatrical motion picture, one or
more television programs, television movies, television episodic series or
direct-to-video motion picture.

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            Non-Theatrical Exhibition shall mean, with respect to each Prior
Picture, DW Distributed Picture or Universal Licensed Picture, the right to
exhibit a Picture as set forth in paragraph 2.a of Schedule A-TC to the
Theatrical Distribution Agreement.

            Prior Picture(s) shall mean the following Animated Motion Pictures:
Antz; The Prince of Egypt; The Road to Eldorado; Chicken Run; Shrek; Spirit:
Stallion of the Cimarron; Sinbad: Legend of the Seven Seas; Shrek 2; and Shark
Tale.

            Term shall mean the period commencing on the Effective Date and
continuing until expiration or earlier termination of the Universal Term;
provided, however, if the Effective Date does not occur on or before December
31, 2005 this Agreement shall terminate without taking effect.

            Termination Amounts shall have the meaning set forth in the
definition of Universal Term.

            Theatrical Distribution Rights shall mean the right and obligation
to distribute Pictures pursuant to the Theatrical Distribution Agreement.
Theatrical Distribution Rights include Non-Theatrical Exhibition rights but do
not include any other rights including Television Exhibition, Internet Rights,
or any other form of distribution, exhibition or other method of exploitation of
Motion Pictures, now known or hereafter devised.

            Theatrical Exhibition shall mean all forms of Exhibition which are
subject to the Theatrical Distribution Agreement.

            Theatrical Territory shall mean the "Territory" as defined in the
Theatrical Distribution Agreement.

            Theme Park Rights shall have the same meaning as "Theme Park Rights"
in paragraph 3 of the Theme Park Agreement.

            Theme Park Supplemental Agreements shall mean, collectively, (i) the
letter agreement dated as of January 20, 2000 between DW Studios and Universal
Studios, Inc. relating to the exploitation of Chicken Run at the Universal
Studios theme parks, (ii) the letter agreement dated as of February 27, 2001
between DW Studios and Universal Studios, Inc. relating to the exploitation of
Shrek at the Universal Studios theme parks and adjacent Universal CityWalk
locations, (iii) the letter agreement dated as of January 15, 2002 between DW
Studios and Universal Studios, Inc. captioned "Universal-DreamWorks Theme Park
Issues", and (iv) the agreement dated as of March 12, 2002 between
PDI/Dreamworks L.L.C. and Universal City Studios LLLP entitled "Shrek 4D
Attraction at Universal Studios", as amended by letter agreement dated as of
March 13, 2002 and as assigned effective as of March 13, 2002 by PDI/Dreamworks
L.L.C. to DreamWorks Animation LLC.

            UIP shall mean United International Pictures, B.V. and its
successors and assigns.

            Universal Affiliate shall mean any Person that qualifies as an
Affiliate of Universal pursuant to the definition of Affiliate set forth above.

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            Universal Exploitation Agreements shall mean the Master Agreement,
the Theatrical Distribution Agreement and the Home Video Fulfillment Services
Agreement only.

            Universal Licensed Picture(s) shall mean any Motion Picture released
after the Effective Date and during the Universal Term (A) for which DWA has
acquired (i) Theatrical Distribution Rights in any portion of the Theatrical
Territory, or (ii) Home Video Exhibition rights in any portion of the Home Video
Territory (and Universal expressly acknowledges and agrees that all Home Video
Exhibition rights are not "licensed" to Universal, and instead Universal is
providing fulfillment services with respect thereto), or (iii) Theme Park Rights
in any territory(ies), and (B) where some or all of such Theatrical Distribution
Rights, Home Video Exhibition rights or Theme Park Rights have not been granted
by DWA to DW Studios or as to which DW Studios no longer holds such rights, in
each case for any reason including, without limitation, because DW Studios has
declined or surrendered such rights, DW Studios no longer performs the
distribution services in whole or in part as required under the DW Distribution
Agreement, or the DW Distribution Agreement has expired or been terminated, in
whole or in part.

            Universal Term shall mean the period commencing on the Effective
Date and terminating on the first date in which all of the following has
occurred: (i) termination of the Theatrical Distribution Agreement, (ii)
termination of the Home Video Fulfillment Services Agreement and (iii) the
Advance Amounts, Animation Advance Amounts, Additional Amounts, Animation
Additional Amounts, DW Adjustment amounts, DWA Animation Adjustment amounts and
Special Termination Fee (as defined in the Master Agreement) (if applicable)
have been paid in full; the Class U Preferred Stock together with all accrued
and unpaid cash and non-cash distributions thereon, is redeemed and the
redemption price paid in full in cash; and the Satisfaction Event with respect
to Universal (as defined in the LLC Agreement) has occurred (the aggregate of
the payments required pursuant to this clause (iii), the "Termination Amounts").

            Videogram(s) shall mean videocassettes, laserdiscs, Digital
Versatile Discs ("DVD") or video CDs intended for in-home use by members of the
public and physically transported to the home for such use that is sold or
rented and physically embodies (without need for further transfer of data or
further activation or other authorization from outside the home) a Motion
Picture for exhibition by a playback device which causes a visual image of the
Motion Picture to be seen, in a linear fashion, as such Motion Picture is made
available by the producer of such Motion Picture for video distribution, and
which Motion Picture appears on the screen of a television receiver or other
monitor in the home. CD-ROM, CD-I products, video games, and interactive
products (including, but not limited to, DVD interactive products containing a
Motion Picture[s]) or interactive pictures of any type, are not Videograms.

Certain other terms are defined elsewhere in this Agreement, as noted on
Schedule 1.1.

            1.2   Terms and Usage Generally.

      The definitions in Section 1.1. and Schedule 1.1. as used herein shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. All references

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herein to Sections and Schedules shall be deemed to be references to Sections
of, and Schedules to, this Agreement unless the context shall otherwise require.
All Schedules attached hereto shall be deemed incorporated herein as if set
forth in full herein. The words "include", "includes" and "including" herein and
in any Exhibit and Schedule hereto shall be deemed to be followed by the phrase
"without limitation". All accounting terms not defined in this Agreement shall
have the meanings determined by United States generally accepted accounting
principles as in effect from time to time. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. References to a Person are also to its permitted successors and
permitted assigns. Unless otherwise expressly provided herein, any agreement,
instrument or statute defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument or
statute as from time to time amended, modified or supplemented, including (in
the case of agreements or instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein.

      SECTION 2. CONFIRMATION OF UNIVERSAL'S RIGHTS TO PRIOR PICTURES.

            2.1 Prior Picture Rights Acquired by DWA Subject to the Universal
Agreement. The Prior Pictures conveyed by DW Studios to DWA pursuant to the
Separation Agreement have been conveyed subject to the Universal Agreement. DWA
and DW Studios acknowledge and agree that certain exclusive distribution or
other exploitation rights to each Prior Picture have been licensed or granted to
Universal by DW Studios prior to the Effective Date under the Universal
Exploitation Agreements, Theme Park Agreement and the Theme Park Supplemental
Agreements and that such rights are unaffected by the Separation Agreement, the
DW Distribution Agreement, or the transactions contemplated thereby. With
respect to each Prior Picture, Universal shall have the rights and obligations
to exploit the applicable Theatrical Distribution Rights and Home Video
Fulfillment Services Rights as set forth in the Universal Exploitation
Agreements during the Universal Term. Any sale, transfer, assignment, license,
pledge or other encumbrance of a Prior Picture during the Universal Term shall
be expressly subject to the Universal Agreement as and to the extent required by
the Universal Agreement, and to the consent of Universal to such sale, transfer,
assignment, license, pledge or other encumbrance if such consent is required
pursuant to the Universal Agreement.

            2.2 Relation Between DWA, DW Studios and Universal as to Prior
Pictures. Notwithstanding anything to the contrary set forth in the DW
Distribution Agreement, and subject to the further provisions of this Agreement,
as to all Prior Pictures, DWA, DW Studios and Universal agree: (i) as between
DWA and DW Studios, each Prior Picture shall be deemed to be a Licensed Picture
under the DW Distribution Agreement, (ii) as between DW Studios and Universal,
Universal retains all the rights to each Prior Picture granted under (including
pursuant to Section 10 below), and is obligated to exploit such Prior Picture
subject to the terms and conditions of, the Universal Exploitation Agreements;
and (iii) as between DWA and Universal, Universal shall have no duty or
obligations to DWA with respect to the Prior Pictures or their distribution or
other exploitation, and DWA shall not be a third party beneficiary of the
Universal Exploitation Agreements, provided that to the extent any Prior Picture
is not licensed by DWA to DW Studios under the DW Distribution Agreement,
Universal shall distribute such

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Prior Picture directly for DWA, as if Sections 3.1 and 3.2 of this Agreement
applied to such Prior Picture.

            2.3 Transfer of Benefits; Retransfer. Subject to the other terms and
conditions of this Agreement, Universal hereby approves the transfer from DW
Studios to DWA of all of DW Studios' benefits under the Universal Agreement with
respect to the Prior Pictures, subject to the following: (a) DW Studios and DWA
hereby agree that such transfer has no effect on Universal's rights in the Prior
Pictures pursuant to the Universal Agreement (as more fully set forth in Section
2.2.(ii), above); and (b) DWA hereby acknowledges and agrees that all such
benefits are being retransferred from DWA to DW Studios pursuant to the
Distribution Agreement (and accordingly, Section 2.2.(iii), above, applies as
between DW Studios, DWA and Universal).

      SECTION 3. GRANT OF RIGHTS; PERIOD OF DISTRIBUTION. The following shall
apply only as and to the extent that a given Motion Picture constitutes a
Universal Licensed Picture hereunder:

            3.1 Grant of Rights: Subject to the terms and conditions hereof, DWA
grants, licenses, and/or assigns (as applicable) to Universal, to the extent of
the rights owned or controlled by DWA or any Affiliate Controlled by DWA thereof
in and to each Universal Licensed Picture, the following rights: (i) throughout
the Theatrical Territory, to exploit the Theatrical Distribution Rights on its
initial theatrical release (as referenced in paragraph 1.a. of the Theatrical
Distribution Agreement); and (ii) throughout the Home Video Territory, to
exploit the Home Video Fulfillment Services Rights if DWA designates such Motion
Picture for release as a Videogram. As between Universal and DWA, all rights to
Universal Licensed Pictures not expressly granted or licensed (as applicable) to
Universal pursuant to this Agreement, including the Retained Rights, shall
remain vested in DWA. If and to the extent that DWA has licensed or granted (as
applicable) rights to a Universal Licensed Picture to Universal pursuant to the
first sentence of this Section 3.1., Universal and DWA shall each have the
rights and obligations with respect to such Universal Licensed Picture set forth
in the Theatrical Distribution Agreement and the Home Video Fulfillment Services
Agreement, with DWA having all the rights and obligations of DW Studios to
Universal under such agreements with respect to the Universal Licensed Picture,
and Universal having all the rights and obligations to DWA as Universal would
have to DW Studios under such agreements with respect to the Universal Licensed
Pictures.

            3.2 Period of Distribution: With respect to each Universal Licensed
Picture, Universal shall have the rights and obligations to exploit the
applicable Theatrical Distribution Rights and Home Video Fulfillment Services
Rights granted pursuant to Section 3.1 above during the Universal Term (subject
to the terms of the Universal Exploitation Agreements).

            3.3 Clarification: For avoidance of doubt, in no event shall
Universal have any right to exercise any rights with respect to any given Motion
Picture pursuant to this Section 3, nor shall there be any executory obligations
from DWA to Universal or from Universal to DWA hereunder with respect to such
Motion Picture, so long as such Motion Picture constitutes a DW Distributed
Picture pursuant to Section 4, below.

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      SECTION 4. RIGHTS AND OBLIGATIONS WITH RESPECT TO DW DISTRIBUTED PICTURES
AND PRIOR PICTURES.

            4.1 DWA Approval of Universal Exploitation Agreements. DWA hereby
irrevocably approves the terms and conditions of the Universal Exploitation
Agreements, which approval may not hereafter be withdrawn, terminated, qualified
or conditioned.

            4.2 Universal Not Bound by DW Distribution Agreement. The parties
hereto acknowledge and agree that as to all DW Distributed Pictures and Prior
Pictures, Universal shall have the rights to distribute and provide such
fulfillment services therefor as set forth in the Universal Exploitation
Agreements; that Universal's sole obligations as to such DW Distributed Pictures
and Prior Pictures are those it is required to render to DW Studios as set forth
in the Theatrical Distribution Agreement and the Home Video Fulfillment Services
Agreement; and that neither Universal nor any of its Affiliates, nor UIP, is
bound by the provisions of the DW Distribution Agreement. Without limitation of
the foregoing, and regardless of the provisions of the DW Distribution
Agreement, Universal shall not be required to render services, or provide
information, approval, consultation, access, audit or other rights to DWA with
respect to DW Distributed Pictures or Prior Pictures. DWA and DW Studios
acknowledge and agree that Universal is required to take instructions
exclusively from, and is entitled to rely exclusively on all instructions of DW
Studios with respect to such DW Distributed Pictures and Prior Pictures,
regardless of any instructions by DWA, and that DW Studios may not delegate,
transfer or assign any of its rights or obligations under the Universal
Exploitation Agreements to DWA with respect to DW Distributed Pictures or such
Prior Pictures. Universal's (i) rights under the Theatrical Distribution
Agreement apply to DW Distributed Pictures on the commencement of their
theatrical distribution in the Domestic Territory, and (ii) rights under the
Home Video Fulfillment Services Agreement apply to DW Distributed Pictures DW
Studios distributes for DWA as Videograms during the Universal Term or within
*** following the Motion Picture's initial general U.S. theatrical release,
which release occurs during the Universal Term.

            4.3 Universal's Rights of Collection, Deduction and Recoupment. DWA
acknowledges that Universal has the right to collect receipts, deduct fees, and
recoup expenses and other amounts (if any) with respect to the DW Distributed
Pictures and Prior Pictures all as set forth in the Universal Exploitation
Agreements. For so long as the DW Distribution Agreement is in effect, Universal
shall pay over all amounts required to be remitted by it in respect of DW
Distributed Pictures and Prior Pictures solely to DW Studios, and shall have no
liability to DWA in respect of such payments. Notwithstanding the foregoing,
Universal agrees that it shall make payments to DW Studios in respect of DW
Distributed Pictures and Prior Pictures without setoff, counterclaim or defense
except (a) for setoffs, counterclaims or defenses related to DW Distributed
Pictures and Prior Pictures, (b) if any Motion Pictures later become Universal
Licensed Pictures hereunder, for setoffs, counterclaims or defenses related to
such Universal Licensed Pictures or (c) for the obligations of DWA to Universal
under Section 5 of this Agreement. DWA, DW Studios and Universal agree that if
any and all fees or expenses related to DW Distributed Pictures and Prior
Pictures and owed to Universal under the Universal Exploitation Agreements for
any reason are not paid when due, Universal shall be entitled to recoup such
amounts from all amounts collected by it related to the DW Distributed Pictures
and Prior Pictures, together with interest on amounts due and owing as provided
in the applicable Universal Exploitation Agreements.


*** 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.


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            4.4 Laboratory and Storage Access Letters. To the extent required
for the exercise of Universal's Theatrical Distribution Rights and Home Video
Fulfillment Services Rights with respect to Licensed Pictures, Universal
Licensed Pictures or Prior Pictures, DWA shall provide Universal with
fully-executed access letters in reasonable and customary form for each
laboratory or storage facility in which Tangible Film Materials for such Motion
Pictures are held upon Universal's request therefor from time to time. To the
extent that DWA or DW Studios maintains possession of any Tangible Film
Materials required for the exercise of Universal's Theatrical Distribution
Rights and Home Video Fulfillment Services Rights with respect to Licensed
Pictures, Universal Licensed Pictures or Prior Pictures, Universal shall have
the same right of access thereto as it would have under the above-referenced
laboratory or storage-facility access letter had such Tangible Film Materials
been held at a laboratory or storage facility.

      SECTION 5. ANIMATION ADVANCE AND RELATED PAYMENT OBLIGATIONS.

            5.1 Animation Advance:

                  a. Article VIII of the Master Agreement is hereby deleted and
amended to read as set forth in Schedule 5.1 to this Agreement, and incorporated
herein as if fully set forth.

                  b. Universal, DW Studios and DWA agree that DWA shall be
solely responsible for the payment of the Animation Advance Amount and all
Animation Additional Amounts as and when due under the Universal Agreement. DWA
acknowledges and agrees that such amounts may become due and payable in full due
to the action or inaction of DW Studios, and that Universal is entitled to
exercise against DWA any and all of its remedies under Section 5.1.a if and when
such Animation Advance Amount or Animation Additional Amounts are due and
payable, including rights of offset and recoupment and is entitled to Theatrical
Distribution and Home Video Fulfillment Services Rights to all Licensed Pictures
and Universal Licensed Pictures unless and until all amounts required to be paid
to Universal by DW Studios or DWA pursuant to the Master Agreement have been
repaid.

      SECTION 6. NO ADVERSE AMENDMENT OF DW DISTRIBUTION AGREEMENT; NO DW
STUDIOS ASSIGNMENT.

            6.1 No Adverse Amendment of DW Distribution Agreement. DW Studios
and DWA shall not at any time during the Universal Term, without the consent of
Universal (not to be unreasonably withheld), amend or modify the license granted
to DW Studios under the DW Distribution Agreement or the transfer of "Animated
Film Assets" as defined in and pursuant to the Separation Agreement in any
manner that would have an adverse effect on Universal under the Universal
Agreement and this Agreement.

            6.2 No Assignment of DW Distribution Agreement by DW Studios. DW
Studios may not at any time during the Universal Term assign any of its
Theatrical Exhibition, Home Video Exhibition or Theme Park Rights under the DW
Distribution Agreement if such assignment would result in a loss of any or all
of Universal's Home Video Fulfillment Services Rights, Theatrical Distribution
Rights or Theme Park Rights.

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      SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Each of the
parties, severally and as of the Effective Date, represents and warrants as
follows:

            7.1 DWA. DWA makes the same representations and warranties with
respect to this Agreement as made by DW Studios in Section XII.4 of the Master
Agreement. If and when DWA licenses and/or grants rights to Universal Licensed
Pictures to Universal, it will make the representations and warranties, and
provide such indemnities to Universal with respect to such Universal Licensed
Pictures as are set forth in the Universal Exploitation Agreements for DW
Studios.

            7.2 Universal. Universal makes the same representations and
warranties with respect to this Agreement that it (or its predecessors in
interest) made in Section XII.4 of the Master Agreement. If and when Universal
is granted a license and/or rights to Universal Licensed Pictures, it will make
the representations and warranties, and provide such indemnities to DWA with
respect to such Universal Licensed Pictures as are set forth in the Universal
Exploitation Agreements for Universal.

            7.3 DW Studios. DW Studios makes the same representations and
warranties with respect to this Agreement that it made in Section XII.4 of the
Master Agreement. For purposes of clarity, DW Studios makes the same
representations and warranties as to, and provides the same indemnities to
Universal with respect to Prior Pictures and DW Distributed Pictures as DW
Studios makes as to "Pictures" in the Theatrical Distribution Agreement and "DW
Videograms" in the Home Video Fulfillment Services Agreement.

            7.4 Amblin Projects. No Amblin Projects or any of DW Studios' rights
under the Amblin Agreement have been conveyed to DWA.

            7.5 Bank Consent and Non-Disturbance Agreement. Neither DW Studios
nor DWA shall convey, pledge or otherwise encumber Prior Pictures, DW
Distributed Pictures or the Universal Licensed Pictures unless (i) all rights
sufficient to grant Universal's Theatrical Distribution Rights, Home Video
Fulfillment Services Rights and Theme Park Rights are retained by DWA and DW
Studios, or (ii) such conveyance or encumbrance is expressly subject to the
rights and obligations of Universal under this Agreement and (to the extent
applicable) the Universal Exploitation Agreements. In the event of a conveyance
or encumbrance subject to clause (ii), effective no later than such transfer or
encumbrance, the applicable transferee or encumbrance holder shall provide
Universal with an acknowledgement of Universal's rights under this Agreement and
(to the extent applicable) the Universal Exploitation Agreements and an
agreement not to disturb, interfere or seek to terminate Universal's rights
under this Agreement or (to the extent applicable) the Universal Exploitation
Agreements, such acknowledgement and agreement not to disturb to be in a form
reasonably satisfactory to Universal.

      SECTION 8. RIGHTS UNDER UNIVERSAL AGREEMENT.

            8.1 DW Studios - Sole Claimant. Except with respect to Universal
Licensed Pictures (if any) and any Prior Pictures to which the last clause of
Section 2.2 above applies, only DW Studios shall, as between DW Studios and DWA,
have the right to bring any claim, action,

                                      -10-

<PAGE>

or proceeding against Universal by reason of any actual or alleged breach of the
Universal Agreement. (The foregoing is not intended to limit the scope of
remedies available to DW Studios or Universal for any such breach.)

      SECTION 9. TERMINATION; DISPUTES.

            9.1 Termination Rights. Except as set forth in Section 11, nothing
in this Agreement shall limit or expand DW Studios' or Universal's rights to
terminate the Theatrical Distribution Agreement or the Home Video Fulfillment
Services Agreement, or (except as expressly set forth in this Section 9.1) their
respective rights or obligations with respect to and following such termination,
in each case in accordance with such agreements' terms. DWA shall not have any
right to terminate any of the Universal Exploitation Agreements unless DW
Studios would have such right and has exercised it (or is no longer a party to
the Universal Exploitation Agreements). DW Studios, DWA and Universal each
acknowledge and agree that no termination of this Agreement, the Theatrical
Distribution Agreement or the Home Video Fulfillment Services Agreement shall be
effective against either or both of DW Studios or DWA unless and until the
Termination Amounts are paid in full. Universal, DW Studios and DWA agree that
notwithstanding the foregoing, (i) DWA shall not be liable for the payment of
the Advance, Additional Amounts, DW Adjustment amounts, Special Termination Fee,
or the redemption of the Class U Preferred Stock of DW Studios or distributions
or other payments thereof, and (ii) DW Studios shall not be liable for the
payment of the Animation Advance, Animation Additional Amounts, DWA Animation
Adjustment amounts or Satisfaction Event as to Universal.

            9.2 Disputes Under Universal Agreements. Notwithstanding anything to
the contrary in the Universal Agreement, any dispute arising out of or relating
to the Universal Agreement, or hereunder, shall be resolved as set forth in
Section 19, below. With respect to any claim arising out of or relating to this
Agreement, a party asserting such claim shall give the applicable other party
written notice of such claim and a reasonable opportunity (not less than ***,
nor more than ***) to cure prior to commencing proceedings in accordance with
Section 19 below.

      SECTION 10. GRANT OF RIGHTS (THEME PARKS). By its execution and delivery
of this Agreement, DWA and Universal acknowledge and agree that Sections 1
(other than 1.D.), 3, 4.B, 5, 6, 7, and 9 of the Theme Park Agreement, and the
first sentence of paragraph C of that certain Theme Park Supplemental Agreement
dated as of January 15, 2002 between DW Studios and Universal Studios, Inc.
captioned "Universal-DreamWorks Theme Park Issues", shall apply to all "Eligible
DWA Properties," which are: (i) all Prior Pictures, and (ii) Motion Pictures
initially released or initially broadcast by DWA during the Universal Term, or
any other product which is released by DWA to the general public (e.g.,
interactive games or devices distributed to the public) during the Universal
Term. Sections 1 (other than 1.D), 3, 4.B, 5, 6, 7 and 9 of the Theme Park
Agreement and the first sentence of paragraph C of that certain Theme Park
Supplemental Agreement dated as of January 15, 2002 between DW Studios and
Universal Studios, Inc. captioned "Universal-DreamWorks Theme Park Issues", are
incorporated herein as if fully set forth, with the following changes: (i) each
use of the phrase "Eligible DW Property" or "Eligible DW Properties" shall be
deemed amended to read "Eligible DWA Property" or "Eligible DWA Properties," as
applicable, and (ii) each use of the word "DW" (alone or when


***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.


                                      -11-

<PAGE>

used in another definition or phrase) shall be deemed amended to read "DWA".
Other than as set forth in Sections 4.B and 5 of the Theme Park Agreement,
Universal shall have no payment obligations to DWA under the Theme Park
Agreement; for avoidance of doubt, the "Exclusivity Fee" shall be payable to DW
Studios as provided in the Universal Agreement (and the "Term" of the Theme Park
Agreement is extended) until the earlier of (i) December 31, 2010 and (ii) the
date on which the Theatrical Distribution Agreement terminates. The provisions
of the first sentence of paragraph C of that certain Theme Park Supplemental
Agreement dated as of January 15, 2002 between DW Studios and Universal Studios,
Inc. captioned "Universal-DreamWorks Theme Park Issues" shall be applicable to,
and credited against, any fees payable by Universal to DWA under the Theme Park
Agreement notwithstanding the fact that the annual exclusivity fee payable by
Universal pursuant to Section 4A. of the Theme Park Agreement is payable to DW
Studios, not DWA.

      SECTION 11. UIP AMENDMENT. Notwithstanding anything in the Universal
Exploitation Agreements to the contrary, on a UIP "restructure" (as defined in
Section 10.a.(ii) of the Theatrical Distribution Agreement), DW Studios shall
have the right (but not the obligation) to terminate (i) the Theatrical
Distribution Agreement and (ii) (if the Theatrical Distribution Agreement is
terminated pursuant to the immediately preceding clause (i)) Universal's home
video fulfillment services under the Home Video Fulfillment Services Agreement
but only with respect to the "Foreign Territory" as defined in Schedule B-TC the
Home Video Fulfillment Services Agreement. Such termination(s) shall be
effective only if and when the Termination Amounts are paid in full, provided
that nothing herein shall affect the rights and obligations of the parties
thereto which survive termination under the Universal Exploitation Agreements.

      SECTION 12. OWNERSHIP. Except for the rights expressly licensed and/or
granted to Universal herein or under the Universal Agreements, as between DWA
and Universal, DWA shall be the sole and exclusive owner of all rights, title
and interest in and to the Licensed Pictures, Universal Licensed Pictures and
Prior Pictures at all times. DWA's ownership includes all copyrights,
trademarks, patents, titles, designs, artwork, characters, stills, drawings,
literary material, film materials, computer models, logos, stories, plots and
any other intellectual properties and rights in, to, or arising out of the
Licensed Pictures, Universal Licensed Pictures and Prior Pictures or any element
thereof regardless of whether created by DWA or by any other person on DWA's
behalf. Universal shall not have any ownership or security interest in, lien on,
or other creditor's rights with respect to the Licensed Pictures, Universal
Licensed Pictures or Prior Pictures, or any elements or components thereof, the
Retained Rights and any revenue derived from exploitation of the Retained
Rights, any of the literary, dramatic, musical or other materials upon which the
Licensed Pictures Universal Licensed Pictures, Prior Pictures are based or which
are contained in the Licensed Pictures, Universal Licensed Pictures, Prior
Pictures or any of the copyrights, trademarks, computer models, design patents,
technology or similar or analogous rights in or to the Licensed Pictures
Universal Licensed Pictures, Prior Pictures or any of the foregoing.

      SECTION 13. FORCE MAJEURE. No party shall be liable to any other because
of any failure to perform hereunder caused by any cause beyond its control,
including fire, earthquake, flood, epidemic, accident, explosion, casualty,
strike, lockout, labor controversy, riot, civil disturbance, act of a public
enemy, embargo, war, act of God or law, except as expressly provided herein to
the contrary; provided, that Universal shall in no event be required to accede

                                      -12-

<PAGE>

to or to cause any Universal Affiliate to accede to the demands of any guild,
union or similar organization in order to bring to an end a strike, lockout or
labor controversy, or to accede to the demands of any suppliers or others not a
party hereto which Universal considers unreasonable. This Section 13. shall not
diminish or impair the payment obligations of any party hereunder.

      SECTION 14. ASSIGNMENT. This Agreement may not be assigned by any party
without the prior written consent of each of the other parties, including in the
event of a merger, reorganization, or transaction in which another party
succeeds to all or substantially all of the assigning party's assets, except
that (a) without securing the prior written consent of DWA or DW Studios except
as required under the Universal Exploitation Agreements, Universal may from time
to time assign or delegate any or all of its rights and obligations hereunder to
one or more Universal Affiliates or to subdistributors, and (b) if DW Studios
ceases to operate its theatrical distribution business in the Domestic
Territory, then, with respect to all DW Distributed Pictures, DW Studios may
assign or sublicense to Universal (and Universal shall accept such assignment or
sublicense of) Theatrical Exhibition in the Domestic Territory on the same terms
and conditions as set forth in the DW Distribution Agreement, and such
additional Distribution Rights then subject to the Universal Agreement,
including certain Non-Theatrical Exhibition in the International Territory and
Home Video Fulfillment Services Rights throughout the Territory. Nothing
contained in this Section 14 shall prohibit or limit DWA's, DW Studios' or
Universal's sale or transfer of its assets (other than its rights under this
Agreement) in the ordinary course of business.

      SECTION 15. DISTRIBUTOR DISTRIBUTION CREDIT. Universal shall have such
right to accord itself its customary distribution credit (with integrated logo)
for each Prior Picture, DW Distributed Picture and Universal Licensed Picture as
and to the extent (if any) provided in the applicable Universal Exploitation
Agreement. Each agreement with a Subdistributor or licensee shall provide that
such Subdistributor or licensee is contractually bound to abide by all such
credit obligations.

      SECTION 16. OTHER ACTIVITIES. Subject to the provisions hereof nothing
herein shall limit in any way the right of DWA, DW Studios, Universal or their
respective Affiliates to engage in business activities or endeavors of any kind
or nature, including:

                        (i) Motion Picture production, distribution and related

businesses;

                        (ii) Television production and merchandising (including

video games and computer games) exploiting the Licensed Pictures by DWA;

                        (iii) Advertising;

                        (iv) Publishing;

                        (v) Interactive Media;

                        (vi) The sale or license of designs, stories,

characters, trademarks, trade names or other rights or properties;

                                      -13-

<PAGE>

                        (vii) Ancillary market activities;

                        (viii) The co-financing or co-production or acquisition

of any other interest of any nature in any Motion Picture or other property; and

                        (ix) The exercise of any right not expressly granted

hereunder.

      SECTION 17. NO PARTNERSHIP OR THIRD PARTY BENEFIT. This Agreement does not
constitute DWA, DW Studios or Universal as partners, joint venturers, or as each
other's agents or representatives (except as may be herein otherwise expressly
provided). This Agreement is not for the benefit of any third party and shall
not give any right or remedy to any such third party whether or not referred to
hereunder.

      SECTION 18. INTEGRATION/FORMALITIES. This Agreement 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. This Agreement
may not be amended, modified or altered except by an instrument in writing duly
executed by the parties. The parties acknowledge that each was represented by
counsel in the negotiation and execution of this Agreement. No provision herein
shall be construed against any party by virtue of the activity of that party,
through its counsel or otherwise, in negotiating and drafting this Agreement.
Notwithstanding the foregoing or anything to the contrary in this Agreement,
except as expressly set forth herein, nothing in this Agreement amends, modifies
or terminates the DW Distribution Agreement, the Universal Agreement or the
Theme Park Supplemental Agreements, which shall continue in full force and
effect in accordance with their respective terms as between DW Studios,
Universal and DWA (as applicable).

      SECTION 19. DISPUTE RESOLUTION.

                  a. The parties agree that any dispute to interpret or enforce,
or otherwise arising out of or relating to, this Agreement shall be determined
by binding arbitration according to the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"), provided always that: (a) the
arbitration shall be conducted before a single neutral arbitrator with at least
ten (10) years experience in the theatrical Motion Picture industry, appointed
by mutual agreement of the parties within five (5) business days from the date
the notice of arbitration is delivered by the petitioning party; (b) the parties
shall be entitled to discovery as provided in California Code of Civil Procedure
sections 1283.05 and 1283.1; (c) in deciding any such matter, the arbitrator
shall follow the substantive law of the State of California as it would be
applied by California courts; (d) either party may, without waiving its right to
arbitration, seek preliminary or interlocutory relief from a court of competent
jurisdiction; (e) all arbitration proceedings (including any discovery and other
evidence in connection therewith) shall be closed to the public and shall remain
confidential; and (f) arbitration awards hereunder may be entered and enforced
as provided in California Code of Civil Procedure sections 1285 et seq. If the
arbitrator is not selected by mutual consent within five (5) business days from
the date the notice of arbitration is delivered by the petitioning party, the
rules of the AAA with respect to the selection of an arbitrator shall apply.
Notwithstanding the foregoing, before proceedings are initiated hereunder, the
Chief Executive Officer or Chief Operating Officer of DWA, DW

                                      -14-

<PAGE>

Studios and Universal, or their designated representatives shall meet and in
good faith attempt to resolve the dispute.

                  b. Notwithstanding the foregoing:

                        (i) Any payment disputes submitted to binding

arbitration pursuant to Section 19.a above shall commence within ten (10)
business days from the date the notice is delivered by the petitioning party and
the arbitrator shall rule not later than thirty (30) days after the date the
notice is delivered. The hearing shall be conducted by the arbitrator for as
many days as the arbitrator determines to allow; provided, that the hearing
shall conclude, and the arbitrator shall rule, not later than thirty (30) days
after the date the notice is delivered. The arbitrator shall rule as to whether
or not amounts are owed to the petitioning party, and if so, the exact amount
owed to the petitioning party (taking into account the default interest and
other provisions contained in the Agreement). In such event, the non-petitioning
party shall have five (5) Business Days from the date of the arbitrator's ruling
to make such payment. In the event such payment is not made within the
aforementioned period, such failure shall constitute a breach of this Agreement
and the petitioning party may exercise all rights and remedies available under
Section 9 above.

                        (ii) Any disputes submitted to binding arbitration
pursuant to Section 19.a. above that affect the timely release of a Licensed
Picture, Universal Licensed Picture or Prior Picture for initial Theatrical
Exhibition or initial Home Video Exhibition shall commence within seven (7)
Business Days from the date the notice is delivered by the petitioning party and
the arbitrator shall rule not later than ten (10) Business Days after the date
the notice is delivered. The hearing shall be conducted by the arbitrator for as
many days as the arbitrator determines to allow; provided, that the hearing
shall conclude, and the arbitrator shall rule, not later than ten (10) Business
Days after the date the notice is delivered.

                  c. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL ANY PARTY BE LIABLE
FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER,
THAT TO THE EXTENT EITHER PARTY IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF
THE INDEMNITY SET FORTH IN SECTION 7 AND/OR (B) ANY SPECIAL, INCIDENTAL,
INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS, IN EACH
CASE, TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL
CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN
THIS SECTION 19.c.

      Section 20. Severability of Provisions. If any provision in this Agreement
shall be held by any court of competent jurisdiction to be illegal, invalid or
unenforceable, such provision shall be of no force or effect while such
infirmity shall exist, but such infirmity shall have no effect whatsoever upon
the binding force or effectiveness of any other provisions hereof unless the
parties otherwise agree. The parties shall endeavor in good faith negotiations
to replace the illegal, invalid or unenforceable provision with a valid
provision the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provision.

                                      -15-

<PAGE>

      SECTION 21. WAIVER. No delay or failure to exercise any right hereunder
shall constitute a waiver of such right except in those instances where this
Agreement provides for specific notice and a period of time thereafter within
which to exercise a right, in which case failure to exercise such right within
the specified time period shall constitute a waiver thereof.

      SECTION 22. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the state of California, applicable to contracts
entered into and to be fully performed in said state by residents thereof. For
purposes of enforcing, confirming or vacating an award under Section 19 above,
or in the event the provisions of Section 19 shall be held invalid or
unenforceable, only the California courts (state and federal) shall have
jurisdiction over controversies regarding or arising under this Agreement, and
if there is any matter which might be subject either to state or federal
jurisdiction, the parties agree that the matter shall be submitted to federal
jurisdiction. The parties specifically agree that the Superior Court of the
State of California, County of Los Angeles and the United States District Court
for the Central District of California shall have the personal jurisdiction over
them, and each of them, notwithstanding the fact that they may be citizens of
other states or countries. In this regard the parties agree that Los Angeles
County is a convenient forum.

      SECTION 23. CONFIDENTIALITY. Except as may be required by law or NASD or
stock exchange rules, each party shall keep confidential all terms and
conditions contained herein. DWA, DW Studios and Universal acknowledge that they
will, during the Term hereof, have access to, and acquire knowledge from,
materials, data and other information which is not accessible or known to the
general public ("Confidential Information"). Except as required by law or NASD
or stock exchange rules, or as may be required for the preparation of tax
returns or other government or legally required documents, or as reasonable
necessary to employees, agents, lawyers, accountants, auditors, bankers,
consultants, representative or investors of DWA, DW Studios and Universal or
their Affiliates for a bona fide business purpose (who shall be similarly bound
by these confidentiality provisions), neither the Confidential Information nor
any knowledge acquired by DWA, DW Studios and Universal, as the case may be,
from such Confidential Information or otherwise through its engagement hereunder
shall be used, publicized or divulged by the other to any other Person without
the prior written consent of the applicable party obtained in advance and in
each instance. Nothing herein shall prevent a party, or any employees, agents,
lawyers, accountants, auditors, bankers, consultants, representatives or
investors of such party or its Affiliates (the "Receiving Party") from using,
disclosing, or authorizing the disclosure of any information it receives in the
course of performance of the Agreement which:

                  a. was known to the Receiving Party prior to its disclosure by
the other party;

                  b. is or becomes publicly available without default hereunder
by the Receiving Party;

                  c. is lawfully acquired by the Receiving Party from a source
which is not an agent or representative of the Receiving Party and is not under
any obligation to the other party regarding disclosure of such information;

                                      -16-

<PAGE>

                  d. is independently developed by the Receiving Party without
use of any of the other party's confidential information; or

                  e. is disclosed by the applicable party hereto to unaffiliated
third parties without confidential undertakings.

For the avoidance of doubt, Confidential Information as defined in this Section
23. shall not include any Information that the applicable party is obligated to
make available to any third party(ies) in the course of fulfilling its
obligations under this Agreement (e.g., contingent compensation statements).

      SECTION 24. NOTICE OF REPRESENTATIVES. Each party will give the other
parties reasonable notice of its appropriate contact person(s).

      SECTION 25. PARAGRAPH HEADINGS. Paragraph headings and titles are
solely for convenience of reference and are not a part of this Agreement, nor
are they intended to aid or govern the interpretation of this Agreement.

      SECTION 26. INTELLECTUAL PROPERTY LICENSE. DWA and DW Studios acknowledge
and agree that the Theatrical Distribution Rights licensed to Universal
constitute "intellectual property" as such term is defined in the Bankruptcy
Code and that Universal is entitled to all of the rights of a licensee of
intellectual property under Section 365(n) of the Bankruptcy Code with respect
to all of such licensed rights.

      SECTION 27. DISCLOSURE, COMPLIANCE AND REPORTING OBLIGATIONS. Universal
agrees to supply information and reports to DWA (at DWA's expense) in the form
and manner requested by DWA and access to Universal's books and records and
internal controls, with respect to DWA's public disclosure, compliance or
reporting obligations, including those under Section 404 and the other
provisions under the Sarbanes-Oxley Act of 2002 and the rules and regulations of
the Securities and Exchange Commission and the Public Company Accounting
Oversight Board, and to modify (at DWA's expense) any such internal controls as
are reasonably requested by DWA to comply with such obligations, provided
however, such information, reports, access and controls apply only to
Universal's direct obligations to DWA hereunder.

      SECTION 28. NOTICES. All notices hereunder shall be in writing and shall
be served by private delivery services, and shall be deemed given on the date
delivered to the following addresses (or such other addresses as such party may
hereafter designate in writing):

            (i) If to DWA:

                  DreamWorks Animation SKG, Inc.
                  1000 Flower Street
                  Glendale, California 91201
                  Attention: General Counsel

                                      -17-

<PAGE>

            With copy to:

                  Cravath, Swaine & Moore LLP
                  Worldwide Plaza
                  825 Eighth Avenue
                  New York, New York 10019
                  Telecopy: (212) 474-3700
                  Attention: Faiza J. Saeed, Esq.

            (ii) If to DW Studios:

                  DreamWorks L.L.C.
                  1000 Flower Street
                  Glendale, California 91201
                  Attention: General Counsel

            (iii) If to Universal:

                  Vivendi Universal Entertainment LLLP
                  100 Universal City Plaza
                  Universal City, CA  91067
                  Attention: General Counsel

            With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  333 S. Grand Avenue
                  Los Angeles, CA 90071-3197
                  Telecopy: (213) 229-7520
                  Attention: Ruth E. Fisher

      SECTION 29. COUNTERPARTS. This Agreement 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.

         SECTION 30. EFFECT OF SUBSEQUENT EVENT. If the Effective Date occurs,
but the closing of the IPO does not occur within *** of the Effective Date, then
the parties to this Agreement agree that this Agreement and the DW Distribution
Agreement shall terminate and be of no further force or effect, and DWA shall
become a signatory to each of the Universal Agreements other than the Amblin
Agreement, as a result of which (but subject to the further provisions of this
Section 30): (i) Universal shall have the same rights and obligations under the
Universal Agreements vis-a-vis each of DW Studios and DWA and their respective
pictures, as it currently has with respect to DW Studios, (ii) DW Studios and
DWA shall collectively have the rights and obligations provided for DW Studios
under the Universal Agreements (other than, as to DWA, the Amblin Agreement) as
DW Studios currently holds except that each of DW Studios and DWA shall have
such rights only as to its own Motion Pictures, and this provision shall not be
deemed to require duplicative payments, (iii) each of DW Studios and DWA shall
be jointly and severally liable for all obligations of DW Studios or DWA to
Universal under such Universal


***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.


                                      -18-

<PAGE>

Agreements (other than, as to DWA, the Amblin Agreement), and (iv) DWA shall be
entitled to the benefits accorded DW Studios under Section 8.q. of the Amblin
Agreement.

                                      -19-

<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.

                                           DREAMWORKS L.L.C.

                                           By___________________________________

                                           Its__________________________________

                                           DREAMWORKS ANIMATION SKG, INC.

                                           By___________________________________

                                           Its__________________________________

                                           VIVENDI UNIVERSAL ENTERTAINMENT LLLP

                                           By___________________________________

                                           Its__________________________________

                                      -20-
<PAGE>

                                  SCHEDULE 1.1.

                              TABLE OF DEFINITIONS



                  Term                                      Defined
-----------------------------------------                ------------
                                                     
Advance Amounts                                          Schedule 5.1
Additional Amounts                                       Schedule 5.1
Agreement                                                Preamble
Amblin Agreement                                         Whereas
Amblin Projects                                          Whereas
Animation Advance Amount                                 Schedule 5.1
Animation Additional Amounts                             Schedule 5.1
Confidential Information                                 23
DW Distribution Agreement                                Whereas
DW Studios                                               Preamble
DWA                                                      Preamble
Eligible DWA Properties                                  Section 3.2
Home Video Fulfillment Services Agreement                Whereas
Master Agreement                                         Whereas
Receiving Party                                          23
Theatrical Distribution Agreement                        Whereas
Theme Park Agreement                                     Whereas
Universal                                                Preamble
Universal Agreement                                      Whereas

<PAGE>

                                  SCHEDULE 5.1

            I.    DEFINITIONS

            Capitalized terms used in this Schedule 5.1 but not referenced below
or otherwise defined herein shall have the meanings assigned thereto elsewhere
in this Interparty Agreement between DW, DWA and Universal dated as of
_________________, 2004. Definitions used in this Schedule 5.1 which vary from
the same or similar definitions in this Agreement shall have the meanings set
forth in this Schedule 5.1 solely for the purposes of this Schedule 5.1.

            1.    AGREEMENT MODULE: "Agreement Module" shall refer to each of
Exhibits A, B, C and D of the Master Agreement, as amended, modified or
supplemented from time to time in accordance therewith.

            2.    DISTRIBUTOR shall mean Universal or its successors and
permitted assigns under the Theatrical Distribution Agreement.

            3.    DW or DW STUDIOS shall mean DreamWorks L.L.C.


            4.    EXHIBIT A shall mean Exhibit A to the Master Agreement, and is
also referred to as the THEATRICAL DISTRIBUTION AGREEMENT.


            5.    FSP shall mean Universal or its successors or permitted
assigns under the Home Video Fulfillment Services Agreement.

            6.    EXHIBIT B shall mean Exhibit B to the Master Agreement, and is
also referred to as the HOME VIDEO FULFILLMENT SERVICES AGREEMENT.

            7.    MASTER AGREEMENT: "Master Agreement" shall refer solely to the
amended and restated DW/Universal Studios, Inc. Master Agreement without
consideration of the Agreement Modules attached thereto.

            8.    PARTIES: "parties" (individually "party") shall refer to
Universal, DW Studios and DWA.

            9.    PAYMENT DEFAULT: A failure by DW or DWA, as applicable (as
more fully set forth in Section 9.1 of the Interparty Agreement) (i) to pay any
Advance Amount, Animation Advance Amount, Additional Amount, Animation
Additional Amount, DW Adjustment, DW Animation Adjustment, Special Termination
Payment or redemption or distribution amount payable under the DreamWorks L.L.C.
Amended and Restated Operating Agreement, in each case on the date due or (ii)
to satisfy the Satisfaction Event for Universal.

            10.   PERSON: "Person" shall refer to any individual, firm,
corporation, partnership, limited liability company, trust, joint venture,
governmental authority or other entity.

            11.   PREFERRED: "Preferred" shall refer to all outstanding shares
of DW's Class U Preferred Stock.

<PAGE>

            VIII. ADVANCE

            1.    Additional Definitions.

            "Advance" is defined in Section VIII.2 of this Schedule 5.1.

            "Advance Amount" at any time of determination, shall be equal to the
Advance, plus all Universal Adjustments, less all DW Adjustments and less the
advance adjustment effected under Paragraph VIII.3.


            "Advance Maximum Amount" shall mean ***.


            "Aggregate Expenses" shall equal the sum of (x) Distribution
Expenses (as defined in Exhibit A) and (y) Service Expenses (as defined in
Exhibit B).

            "Aggregate Fees" shall equal the sum of (x) Distribution Fees (as
defined in Exhibit A) and (y) Service Fees (as defined in Exhibit B).

            "Aggregate Receipts" shall equal the sum of (x) Gross Receipts (as
defined in Exhibit A) and (y) Service Receipts (as defined in Exhibit B).

            "Animation Advance Amount" at any time of determination, shall be
equal to the Initial Animation Advance, plus all Universal Animation
Adjustments, less all DWA Animation Adjustments.

            "Animated Pictures" shall mean any theatrical motion picture in
which a substantial portion of the characters, creatures and environments are
created using animation techniques, including those techniques commonly referred
to as traditional hand-drawn animation, stop motion animation, claymation,
computer-generated animation or a similar or new method of animation now known
or hereafter devised; provided, however, that a theatrical motion picture shall
not be deemed an Animated Picture solely (i) because parts of its action are
created by animation intended to appear as live action, (ii) due to the
inclusion of incidental animation, or (iii) because it contains limited amounts
of animation presented in conjunction (whether or not in the same frame) with
live action (e.g., "Who Framed Roger Rabbit" would not be an Animated Picture).

            "Animation Pipeline Estimate" as of the end of any fiscal quarter
shall be equal to a commercially reasonable estimate, based on revenue figures
in ultimates, of Aggregate Receipts in the territory for which Distributor or
FSP holds rights (i) for all Animated Pictures for which Distributor or FSP has
been granted rights pursuant to the Universal Agreement and this Agreement (a)
which had their initial public release (whether in theatres in the Domestic
Territory (as defined in the Universal Agreement) or the Foreign Territory (as
defined in the Universal Agreement), on home video or otherwise) prior to the
end of such quarter ("Animation Pipeline Released Pictures"), and (b) which are
not Animated Pictures ultimates for which are included in the Pipeline Estimate,
and (c) that were placed in production or pre-production (using estimates based
on breakeven ultimates for such [Motion] Pictures after capitalized interest and

                                      -2-


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<PAGE>

overhead) prior to the end of such quarter (provided that, with respect to any
[Motion] Picture described in clause (c), DWA shall (I) be firmly committed to
the production of such [Motion] Picture, without any third party conditions,
(II) have approved the preliminary budget and screenplay for such [Motion]
Picture, and (III) have reasonably scheduled such Animated Picture for initial
domestic theatrical release within 18 months of the last day of such quarter)
less (x) Aggregate Fees which would be retained by Distributor and FSP based on
such estimated Aggregate Receipts, (y) estimated Aggregate Expenses attributable
to such Animated Pictures and (z) Aggregate Receipts for such Animated Pictures
actually paid to DW by Distributor and FSP prior to the end of such quarter. For
further clarity, once an Animated Picture has had its initial public release, it
shall only be factored in clause (i)(a) above and shall no longer be factored in
clause (i)(c). DWA's independent auditors will certify that the ultimates for
Animated Pictures referred to in clause (i)(a) above are the same figures used
to prepare and review DW's quarterly, and prepare and audit DW's annual,
financial statements for the applicable fiscal period.

            "Pipeline Estimate" as of the end of any fiscal quarter shall be
equal to a commercially reasonable estimate, based on revenue figures in
ultimates, of Aggregate Receipts in the territory for which Distributor or FSP
holds rights for all [Motion] Pictures for which Distributor or FSP has been
granted rights pursuant to the Universal Agreement (a) which had their initial
public release (whether in theatres in the Domestic Territory or the Foreign
Territory, on home video or otherwise) prior to the end of such quarter
("Pipeline Released Pictures"), and (b) that were placed in production or
pre-production (using estimates based on breakeven ultimates for such [Motion]
Pictures after capitalized interest and overhead) prior to the end of such
quarter (provided that, with respect to any [Motion] Picture described in clause
(b), DW shall (i) be firmly committed to the production of such [Motion]
Picture, without any third party conditions, (ii) have scheduled principal
photography to commence within eight weeks of such quarter-end, (iii) have
binding commitments from the director and two principal cast members for such
[Motion] Picture and (iv) have approved the preliminary budget and screenplay
for such [Motion] Picture) less (x) Aggregate Fees which would be retained by
Distributor and FSP based on such estimated Aggregate Receipts, (y) estimated
Aggregated Expenses attributable to such [Motion] Pictures and (z) Aggregate
Receipts for such [Motion] Pictures actually paid to DW by Distributor and FSP
prior to the end of such quarter. For further clarity, once a [Motion] Picture
has had its initial public release, it shall only be factored in clause (a)
above and shall no longer be factored in clause (b). DW's independent auditors
will certify that the ultimates for [Motion] Pictures referred to in clause (a)
above are the same figures used to prepare and review DW's quarterly, and
prepare and audit DW's annual, financial statements for the applicable fiscal
period.


            "Pipeline Required Amount" shall mean ***.


            "Termination Date" shall mean the date either or both of Exhibit A
or Exhibit B terminates, for any reason, or expires.


            2.    Outstanding Advance. Effective as of the Restatement Effective
Date, the Advance was in the stated amount of *** (the "Advance").



*** 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.


                                      -3-
<PAGE>


            3.    Advance Adjustment. Effective as of the consummation of the
transactions contemplated by the Business Combination Agreement dated as of
October 8, 2003 by and among GE, National Broadcasting Holding, Inc., National
Broadcasting Company Inc., Vivendi Universal S.A. and Universal Studios Holding
III Corp. (the "NBC Closing"), *** of the Advance was forgiven and the stated
amount of the Advance is ***.


            4.    Further Advance Adjustments. Not later than 45 days following
the end of each of the first three fiscal quarters of DW (commencing with the
fiscal quarter ending March 31, 2002) and 90 days following the end of each
fiscal year-end of DW (commencing with the fiscal year ending December 31, 2002)
(each, an "Estimate Date"), DW shall deliver to Universal a schedule containing
DW's good faith estimate of the Pipeline Estimate as of such Estimate Date (the
"Periodic Pipeline Schedule" and, collectively the "Pipeline Schedules"),
including reasonably detailed supporting documentation for such computation.
Within *** following each Estimate Date:

                  (i)   if the Pipeline Estimate in respect of such Estimate
                        Date is less than the Pipeline Required Amount and less
                        than the Pipeline Estimate in respect of the most recent
                        preceding Estimate Date (or the Initial Estimate Date,
                        in the case of the first Estimate Date), DW shall pay
                        Universal in cash by wire transfer in immediately
                        available funds an amount (a "DW Adjustment") equal to
                        ***% of the difference between (x) the lesser of (A) the
                        Pipeline Required Amount and (B) the Pipeline Estimate
                        in respect of the most recent preceding Estimate Date,
                        and (y) the Pipeline Estimate on such Estimate Date; or


                  (ii)  if the Pipeline Estimate in respect of such Estimate
                        Date is greater than the Pipeline Estimate in respect of
                        the most recent preceding Estimate Date (or the Initial
                        Estimate Date, in the case of the first Estimate Date)
                        and the Pipeline Estimate in respect of such preceding
                        Estimate Date was less than the Pipeline Required
                        Amount, Universal shall pay DW (a "Universal
                        Adjustment") in cash by wire transfer in immediately
                        available funds an amount equal to *** of the
                        difference between (x) the lesser of (A) the Pipeline
                        Required Amount and (B) the Pipeline Estimate in respect
                        of such Estimate Date and (y) the Pipeline Estimate on
                        the most recent preceding Estimate Date provided in no
                        instance under this Agreement shall Universal be
                        required to have outstanding as an advance to DW more
                        than the Advance Maximum Amount, or to make any payment
                        in respect of a Universal Adjustment if DW is then in
                        default under its bank agreements or there is a Payment
                        Default.


            5.    Animation Advance and Adjustments. On the Effective Date, DW
has transferred to DWA, and DWA has assumed, the "Initial Animation Advance" in
the amount of $75 million. Not later than *** following the end of each fiscal
quarter of DWA (commencing with the first fiscal quarter ending after the
Effective Date) and *** following the end of each


*** 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.


                                      -4-
<PAGE>

fiscal year-end of DWA (commencing with the fiscal year ending December 31,
2004) (each, an "Animation Estimate Date"), DWA shall deliver to Universal a
schedule containing DWA's good faith estimate of the Animation Pipeline Estimate
as of such Estimate Date (the "Periodic Animation Pipeline Schedule" and,
collectively with the Initial Animation Pipeline Schedule, the "Animation
Pipeline Schedules"), including reasonably detailed supporting documentation for
such computation. Within 5 business days following each Animation Estimate Date:


                  (i)   if the Animation Pipeline Estimate in respect of such
                        Animation Estimate Date is less than *** and less than
                        the Animation Pipeline Estimate in respect of the most
                        recent preceding Animation Estimate Date, DWA shall pay
                        Universal in cash by wire transfer in immediately
                        available funds an amount (a "DWA Animation Adjustment")
                        equal to *** of the difference between (x) the lesser
                        of (A) *** and (B) the Animation Pipeline Estimate in
                        respect of the most recent preceding Animation Estimate
                        Date, and (y) the Animation Pipeline Estimate on such
                        Animation Estimate Date; or



                  (ii)  if the Animation Pipeline Estimate in respect of such
                        Animation Estimate Date is greater than the Animation
                        Pipeline Estimate in respect of the most recent
                        preceding Animation Estimate Date (or the Initial
                        Animation Estimate Date, in the case of the first
                        Animation Estimate Date) and the Animation Pipeline
                        Estimate in respect of such preceding Animation Estimate
                        Date was less than *** Universal shall pay DWA (a
                        "Universal Animation Adjustment") in cash by wire
                        transfer in immediately available funds an amount equal
                        to *** of the difference between (x) the lesser of (A)
                        *** and (B) the Animation Pipeline Estimate in respect
                        of such Animation Estimate Date and (y) the Animation
                        Pipeline Estimate on the most recent preceding Animation
                        Estimate Date provided in no instance under this
                        Agreement shall Universal be required to have
                        outstanding as an Animation Advance to DWA of more than
                        $*** or to make any payment in respect of a Universal
                        Animation Adjustment if DW or DWA is then in default
                        under its bank agreements or there is a Payment Default.


            6.    Dispute Resolutions.

               a.   If Universal delivers written notice to DW setting forth a
                    description of Universal's objections to any Pipeline
                    Estimate or a written notice to DWA setting forth a
                    description of Universal's objections to any Animation
                    Pipeline Estimate, and the amount of the adjustment that
                    Universal believes should be made to each item in respect of
                    such objection (an "Objection Notice") no later than ***
                    days following receipt of such Pipeline Estimate or
                    Animation Pipeline Estimate (and


*** 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.

                                      -5-
<PAGE>

                    associated supporting documentation), the Parties hereto
                    shall follow the resolution procedure described below.

               b.   No later than *** following receipt of an Objection Notice,
                    the Designated Officer of each of DW or DWA, as applicable,
                    on the one hand and Universal on the other hand shall meet
                    and negotiate in good faith to resolve any items set forth
                    in the Objection Notice. "Designated Officer" shall mean its
                    chief financial officer, in the case of DW or DWA, and its
                    Chief Financial Officer, in the case of Universal, or such
                    other senior executive of such party as shall be reasonably
                    acceptable to the other parties.


               c.   If the Designated Officers are unable to resolve all the
                    objections set forth in any Objection Notice within ***,
                    they shall jointly appoint *** (the "Neutral Expert") within
                    *** after the end of such *** period. The Neutral Expert,
                    acting as experts and not as arbitrators, shall review the
                    objections set forth in the Objection Notice which were not
                    resolved pursuant to the procedure in clause (b) above. The
                    Neutral Expert shall determine, based on the requirements
                    set forth in this Agreement and only with respect to
                    objections submitted to the Neutral Expert, whether and to
                    what extent the applicable Pipeline Estimate or Animation
                    Pipeline Estimate requires adjustment. Universal on the one
                    hand and DW or DWA on the other shall each pay *** of the
                    fees and disbursements of the Neutral Expert in respect of
                    such engagement. Universal, DW and DWA shall, and shall
                    cause their representatives to, provide to the Neutral
                    Expert full cooperation. The Neutral Expert's resolution
                    shall be conclusive and binding upon the Parties.


               d.   The Pipeline Estimate or Animation Pipeline Estimate, as
                    applicable, for any quarter shall be deemed to reflect any
                    objections thereto resolved pursuant to the foregoing
                    procedure and any necessary adjustment to the amount of the
                    Advance or Animation Advance, as applicable, resulting from
                    such resolution shall be made within 5 days in accordance
                    with the procedures of Paragraphs VIII.4 and VIII.5 above.


               e.   Notwithstanding the foregoing, Universal shall not be
                    entitled to deliver an Objection Notice and trigger the
                    procedures described above if any Pipeline Estimate
                    delivered by DW or Animation Pipeline Estimate provided by
                    DWA reflects (solely for Pipeline Released Pictures or
                    Animation Pipeline Released Pictures, as applicable) (i) as
                    to the Pipeline Estimate, a Pipeline Estimate greater than
                    or equal to ***, or (ii) as to the Animation Pipeline
                    Estimate, an Animation Pipeline Estimate greater than or
                    equal to ***.


            7.    Additional Payment Obligation.


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

                                      -6-
<PAGE>

               a.   On the last day of each fiscal quarter and on the first
                    Termination Date, through and including the last day of the
                    fiscal quarter in which the Advance and Animation Advance
                    are both repaid in full (each such date, a "Payment Date"),
                    (i) DW shall pay to Universal by wire transfer in
                    immediately available funds an amount in cash equal to the
                    Additional Amount (as defined below) for each date from and
                    including the preceding Payment Date until but excluding
                    such Payment Date, and (ii) DWA shall pay to Universal by
                    wire transfer in immediately available funds an amount in
                    cash equal to the Animation Additional Amount (as defined
                    below) for each date from and including the preceding
                    Payment Date until but excluding such Payment Date. In
                    addition, all accrued and unpaid Additional Amounts or
                    Animation Additional Amounts shall accrue at a rate of 8.75%
                    per year. For purposes hereof, (I) the "Additional Amount"
                    means an amount equal to an annualized rate on the Advance
                    Amounts outstanding from time to time of 8.75% per year, and
                    (II) the "Animation Additional Amount" means an amount equal
                    to an annualized rate on the Animation Advance Amount
                    outstanding from time to time of 8.75% per year. Without
                    limitation of its other rights and remedies hereunder,
                    Universal shall be entitled to set off and apply an amount
                    equal to any DW Adjustment if not paid when due and/or any
                    accrued but unpaid Additional Amounts or Animation
                    Additional Amounts not paid when due against, and recoup
                    such DW Adjustment amount, Additional Amounts or Animation
                    Additional Amounts from, any amounts owed to DW in
                    accordance with the Agreement; provided, however, that any
                    DW Adjustment or Additional Amounts may be recouped only
                    against Aggregate Receipts for [Motion] Pictures other than
                    Animated Pictures, and that any DW Animation Adjustment or
                    Animation Additional Amounts may be recouped only against
                    Aggregate Receipts for Animated Pictures.

               b.   Not later than *** after (i) December 31 of each calendar
                    year which ends on or after December 31, 2006 and during the
                    Term of Exhibit A or Exhibit B, and (ii) the end of the Term
                    of Exhibit A or Exhibit B (if such Term ends after December
                    31, 2006 other than on the last day of a year), the
                    cumulative Aggregate Fees paid to Universal by DW since
                    January 1, 2006 through the end of such calendar year or end
                    of the Term of Exhibit A or Exhibit B, as applicable, shall
                    be calculated. Each such calculation shall be an "Interest
                    Credit Calculation" and the period covered by such Interest
                    Credit Calculation is the "Interest Credit Calculation
                    Period."

                  (i)     If at the time of any Interest Credit Calculation, the
                          cumulative Aggregate Fees for the relevant Interest
                          Credit Calculation Period are in excess of the product
                          of *** times the number of calendar years in such
                          Interest Credit Calculation Period (including any
                          partial year in the case of a termination other than
                          at the end of a


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


                                      -7-



<PAGE>


                          calendar year) (such amount for the relevant Interest
                          Credit Calculation Period, the "Interest Threshold
                          Amount"), the amount in excess of the Interest
                          Threshold Amount (less any amount of such excess
                          previously credited pursuant to this Paragraph
                          VIII.7.b. and not previously repaid) shall be credited
                          on a dollar for dollar basis, with *** of such credit
                          being applied against Additional Amounts and the
                          remaining ***% of such credit being applied against
                          Animation Additional Amounts (collectively, "AAA
                          Amounts") paid or payable during the applicable
                          Interest Credit Calculation Period (the amount of any
                          such credit determined as a result of the foregoing is
                          the "Interest Credit"). Notwithstanding the foregoing,
                          the maximum aggregate amount of all Interest Credits
                          which can be earned under this Paragraph VIII.7.b.
                          shall not exceed the Interest Credit Cap. The
                          "Interest Credit Cap" is a dollar amount equal to ***
                          per annum of the aggregate amount of the Advance
                          Amount and Animation Advance Amount outstanding from
                          time to time during the relevant Interest Credit
                          Calculation Period.


                  (ii)    If at the time of any Interest Credit Calculation any
                          Interest Credits are outstanding (i.e., have
                          previously been made and not reversed), and the
                          cumulative Interest Credit determined for such
                          Interest Credit Calculation Period is less than the
                          cumulative Interest Credit determined for the
                          immediately preceding Interest Credit Calculation
                          Period (or, no Interest Credit is available under the
                          most recent Interest Credit Calculation), DW and DWA
                          shall be entitled to retain only that amount of
                          outstanding Interest Credits, if any, also available
                          under the most recent Interest Credit Calculation and
                          shall repay to Universal (in addition to any other AAA
                          Amounts due and payable at such time) an amount equal
                          to the difference between the Interest Credit
                          allocable to it (if any) calculated for the most
                          recent Interest Credit Calculation Period and the
                          Interest Credit previously credited for the
                          immediately preceding Interest Credit Calculation
                          Period.

By way of illustration of this Paragraph VIII.7.b.:


            -     If as shown in Interest Credit Calculation for the Interest
                  Credit Calculation Period ended December 31, 2006, Universal
                  has received *** in Aggregate Fees for such Interest Credit
                  Calculation Period, DW and DWA, collectively, would be
                  entitled to a *** Interest Credit against the 2006 AAA
                  Amount. This would either be credited against any 2006 AAA
                  Amount payable to Universal (with *** credited against the
                  Additional Amount, and *** credited against the Additional
                  Animation Amount) or if all such AAA Amounts have already been
                  paid, Universal would repay *** million to DW and *** to
                  DWA. (Since the *** Interest Credit would not exceed the
                  Interest Credit Cap, the entire *** is



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



                                      -8-
<PAGE>

                  available.)


            -     If as shown in the Interest Credit Calculation for the
                  Interest Credit Calculation Period ended December 31, 2007,
                  Universal has received the *** in cumulative Aggregate Fees
                  for such Interest Credit Calculation Period, the *** Interest
                  Credit previously received for the Interest Credit Calculation
                  Period ended *** would be reversed and DW would pay Universal
                  *** corresponding to such reversal, and DWA would pay
                  Universal ***, in each case in addition to all other AAA
                  Amounts due in ***.



            -     If as shown in the Interest Credit Calculation for the
                  Interest Credit Calculation Period ended ***, Universal has
                  received *** in cumulative Aggregate Fees for such Interest
                  Credit Calculation Period, DW and DWA collectively would be
                  entitled to a *** Interest Credit against AAA Amounts paid or
                  payable by DW for *** and against previous years' AAA Amounts
                  to the extent necessary, but subject in all cases to the
                  Interest Credit Cap.



            8.    Repayment of Advance Amount, Animation Advance Amount,
Additional Amounts, Animation Additional Amounts. The Advance Amount, the
Animation Advance Amount, plus all accrued and unpaid AAA Amounts shall become
immediately due and payable upon the date (the "Due Date") which is the earliest
to occur of (x) the first Termination Date, (y) December 31, 2010 and (z) the
*** day after a Payment Default (if such Payment Default has not been cured by
such date). Following the Due Date, Universal shall have no further obligations
to DW or DWA in respect of this Paragraph VIII. provided if the Due Date arises
as a result of the preceding clause (z) and the Payment Default is subsequently
cured in full, Universal's obligations to make Advances to DW and DWA under this
Paragraph VIII. shall be reinstated. Upon (a) notification by either DW or
Universal to the other Party of such Party's intention to terminate either
Exhibit A or Exhibit B in accordance with its respective terms, (b) the
expiration or termination of any Agreement Module in accordance with its terms
prior to the stated expiration date of December 31, 2010, or (c) the Due Date,
then Universal shall be entitled to set off and apply the Advance Amount,
Animation Advance Amount, plus any accrued but unpaid Additional Amounts or
Animation Additional Amounts against, and recoup the Advance Amount, Animation
Advance Amount, Additional Amounts and Animation Additional Amounts from, any
amounts owed to DW in accordance with the Universal Agreement or DWA in
accordance with the Agreement or the Interparty Agreement among DW, DWA and
Universal dated as of [date], 2004, provided that in no instance shall Universal
be entitled (i) to recoup Advance Amounts or Additional Amounts from Aggregate
Receipts for Animated Pictures included in the Animated Pipeline Estimate, or
(ii) to recoup Animated Advance Amounts or Animation Additional Amounts from
Aggregate Receipts for [Motion] Pictures included in the Pipeline Estimate. Any
remaining Advance Amount and Additional Amounts after giving effect to the
application set forth in this Section 8 shall, upon Universal's election (in its
sole discretion), convert into shares representing Preferred at a price of ***
per share. Any Advance Amount and Additional Amounts that Universal does not
elect to convert to equity of DW pursuant to the foregoing sentence shall
continue to be due and payable by DW and shall continue to accrue Additional
Amounts. Any Animation Advance Amount and Animation



*** 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.


                                      -9-
<PAGE>

Additional Amounts remaining after giving effect to the application set forth in
this Section 8 shall continue to be due and payable by DWA and shall continue to
accrue Additional Animation Amounts.


            Notwithstanding the foregoing, if both Exhibit A and Exhibit B
expire at their stated expiration date of December 31, 2010 (and only in such
case)(the "Special Repayment Case"), *** of the Advance outstanding on such date
and *** of the Animation Advance outstanding on such date shall be due and
payable *** together with all Additional Amounts and Animation Additional
Amounts accrued with respect thereto, and the remaining Advance and the
remaining Animation Advance shall be payable ***, together with all Additional
Amounts and Animation Additional Amounts accrued with respect thereto. In the
Special Repayment Case, Universal shall be entitled to set off the Advance,
Animation Advance, Additional Amount and Animation Additional Amounts against,
or recoup such amounts from the amounts owed to DW under the Universal Agreement
or to DWA under this Agreement or the Interparty Agreement among DW, DWA and
Universal dated [date], 2004 only against amounts received by Universal after
December 31, 2010 and to the extent such amounts are recouped through the set
off, shall reduce DW's and DWA's respective payment obligations under the
preceding sentence. (Notwithstanding the foregoing, in no instance shall
Universal be entitled (i) to recoup Advance Amounts or Additional Amounts from
Aggregate Receipts for Animated Pictures included in the Animated Pipeline
Estimate, or (ii) to recoup Animated Advance Amounts or Animation Additional
Amounts from Aggregate Receipts for [Motion] Pictures included in the Pipeline
Estimate.) Unless and until the Advance, Animation Advance, Additional Amounts
and Animation Additional Amounts are recouped or repaid in full, Universal shall
retain all distribution and fulfillment services rights it holds as of December
31, 2010 to [Motion] Pictures then in release (theatrically or as Videograms) or
revenues for which have been in either the Pipeline Estimate or the Animation
Pipeline Estimate prior to December 31, 2010. In the Special Repayment Case, DW
and DWA shall have the right but not the obligation after December 31, 2010, to
prepay all or any portion of the Advance Amount, Animation Advance Amount,
Additional Amounts and Animation Additional Amounts and on the payment in full
of all such amounts (whether by prepayment, set off, or payment) all of
Universal's distribution and fulfillment rights under Exhibit A and Exhibit B
shall terminate.


                                      * * *


*** 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.


                                      -10-

Source: OneCLE Business Contracts.