AMENDMENT NO. 2 TO EXHIBIT B TO THE MASTER AGREEMENT

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Title: AMENDMENT NO. 2 TO EXHIBIT B TO THE MASTER AGREEMENT
Date: 3/28/2005

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Amendment 2 to Exhibit B to the DW/Universal Master Agreement

Exhibit 10.14

AMENDMENT NO. 2

EXHIBIT B TO THE MASTER AGREEMENT

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

General.

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

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

Clarification of Exhibit FS.

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

Amendment to Schedule B-TC

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

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

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

***	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.

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