MEMORANDUM OF AGREEMENT

a.

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

b.

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

c.

“ Territory ” means the entire world, excluding only:

i.

the United States and Canada and their territories and possessions (including specifically, without limitation, Guam, Midway Islands, U.S. Virgin Islands, Canal Zone, Saipan, Marshall Islands and Puerto Rico), the Bahamas and Bermuda; and

ii.

South Korea, North Korea and the remainder of Asia (excluding Japan), but only if and to the extent that DW assigns theatrical distribution rights in such countries to or through Lee Entertainment L.L.C. or any of its affiliated or related parties, or any of their successors or designees (collectively, the “Korean Shareholder”) pursuant to an agreement between DW and the Korean Shareholder (the “Investor Agreement”) (it being understood that the countries so excluded may increase during the Term as such Korean Shareholder distributes motion pictures theatrically in more countries in Asia other than Japan). DW will provide Universal with reasonable notice, if and to the extent that DW receives same, of such additional countries, although DW’s failure to do so shall not be deemed to be a breach of this Exhibit “A”; provided, however, if and to the extent that Universal and/or UIP has previously entered into arrangements pre-approved by DW in such additional countries, DW shall hold harmless Universal from any third party claims and actual direct out-of-pocket losses (i.e., excluding internal costs, profits and/or other consequential damages) resulting from DW’s failure to provide timely notice. In any event, any such change in countries shall be prospective only (i.e, it will only affect Pictures which have not then been distributed by UIP). Notwithstanding the foregoing, it is agreed that the Korean Shareholder may not distribute the Pictures through another U.S. “major” motion picture distributor (currently Twentieth Century Fox, Warner Bros., Sony, and Disney), although it may co-venture with such distributor(s) for distribution. Notwithstanding the foregoing, if the Korean Shareholder’s distribution rights have terminated with respect to a particular Picture(s) or in a specified country(ies), and/or if the Investor Agreement terminates, then to the extent the Korean Shareholder no longer has distribution rights, the Territory shall then include any such excluded country(ies) and/or Universal shall then have Theatrical Distribution Rights with respect to the particular Picture(s), as the case may be.

d.

“ Theatrical Distribution Rights ” means only the exclusive limited right and obligation, subject to the terms of this Exhibit “A”, to

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

e.

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

f.

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

g.

Notwithstanding anything to the contrary in this Exhibit “A”, the parties agree that: (i) Universal shall not be required hereunder to violate any contract existing as of the date hereof or any law, provided Universal shall give DW written notice promptly following (1) DW’s submission of a proposed marketing plan(s) or other request for “Services” (as defined below), but in no event later than 30 days following such submission or request, specifying in reasonable detail any requirement hereunder which would cause Universal to violate any such existing contract (and including a copy of the relevant provision[s] of such contract) and/or any law or (2) Universal’s knowledge of any such violation or prospective violation; (ii) if Universal receives a claim (which Universal in its good faith business judgment believes poses a risk of a result materially adverse to Universal) that any Services requested by DW violate any third party rights and, as a result thereof, Universal desires to discontinue rendering such Services, Universal will be permitted to do so until such time, if ever, as such claim has been resolved in Universal’s favor or in any other manner which does not prevent Universal from rendering such Services and provided that, prior to discontinuing such Services, Universal shall give DW written notice specifying in reasonable detail the specifics of such claim (as well as a copy of any relevant pleadings, demand letters, correspondence, etc.) and shall nonetheless continue rendering such Services for a reasonable period of time so as to enable DW to arrange for a commercially acceptable alternative; (iii) Universal shall not be required to cause UIP to deliver greater services,

information, data or reports (collectively, “Services”) than the comparable level of Services which UIP then renders to Universal or to any of the “UIP Owners” (as defined below) (provided, however, that Universal will use its best efforts to cause UIP to comply with any additional requirements or Services requested by DW, it being acknowledged that Universal cannot guarantee that UIP will agree to do so); and (iv) there will not be a material reduction (on an overall basis) in the Services provided hereunder, from that provided by UIP to Universal or any of the UIP Owners in June 1995 although the parties acknowledge that (1) any such material reduction shall not be deemed to be a breach of this Exhibit “A”, and (2) each of the UIP Owners may themselves render or cause to be rendered specific Services theretofore rendered by UIP and, in such event, to the extent Universal renders or causes to be rendered such Services to its own pictures generally, it shall provide such Services to DW at no additional cost.

a.

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

b.

Notwithstanding the foregoing, to the extent Universal is precluded from distributing a Picture theatrically during the Term as a result of DW’s exercise of its rights in this paragraph to withhold or

withdraw a Picture from distribution in any country (or overall) in the Territory, DW shall not permit any third party to distribute such Picture in such country (or overall) during the Term or for one year after the Term without affording Universal the right to do so pursuant to the terms hereof.

c.

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

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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.

d.

DW shall not enter into any agreement during the Term with any third party in which DW does not directly or indirectly have a substantial financial interest or which does not directly or indirectly have a substantial financial interest in DW, for the distribution of Pictures during the Term in commercial motion pictures theaters before paying public audiences in the United States or Canada covering all or substantially all of its Pictures without discussing such matters with Universal, but DW shall have no obligation to enter into an agreement with Universal for such distribution of Pictures in the United States or Canada. DW shall have no obligations under this subparagraph in the event of a termination of this Exhibit “A” per Paragraph 10.

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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.

a.

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

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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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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.

b.

Subdistribution : UIP shall have the right to employ Subdistributors, provided that:

i.

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

ii.

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

iii.

If DW does not approve a Subdistributor selected by UIP, DW shall have the right to engage directly a subdistributor of its choice (a “DW Subdistributor”), in which event DW shall be solely responsible for all activities of and all obligations to the DW Subdistributor and no Distribution Fees shall be payable to Universal and/or UIP with respect to the territory in which such subdistribution occurs. Notwithstanding the foregoing, Universal shall, at DWs request, service DWs agreement(s) with a DW Subdistributor(s)), in which event the reduced Schedule Percentages set forth in Paragraph 5.c.ii shall apply (provided, as set forth in Paragraph 5.a., that UIP Gross and SD Gross shall be aggregated in any event for purposes of calculating the Gross Receipts breakpoints for the Schedule Percentages in subparagraphs 5.b.i.(1)-(3)).

iv.

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

c.

Suppliers : With respect to any Picture distributed by UIP hereunder, DW shall have the right (but, except as provided elsewhere, not the obligation) to contract directly with UIP’s third party suppliers and/or to “piggyback” on any or all of UIP’s arrangements with any third party (including, without limitation, dubbing, manufacturing, advertising, marketing and publicity suppliers/arrangements), except as and to the extent precluded by law, regulation or written agreement between such third party supplier on the one hand, and UIP and/or Universal on the other hand, entered into, and containing a preclusive provision effective, before July, 1996 and disclosed to DW in writing before execution of this Agreement (provided, however, that notwithstanding anything to the contrary in such written agreements, in no event will DW be bound by such agreements after January 1, 1999). In addition, Universal shall disclose to DW relevant excerpts of any

such written agreement (except only its agreement with *** for laboratory services) to the extent permissible under such agreement, and DW shall have the right to contest the asserted preclusive contract provision under the dispute resolution provisions of Paragraph 10 of the Master Agreement; provided, however, that Universal shall cause UIP to use its best efforts to cause such third party supplier(s) to contract directly with DW and/or allow DW to “piggyback” on UIP’s arrangements with such third party suppliers, as DW elects. UIP shall disclose to DW on an ongoing basis all material information (including, without limitation, advances, volume discounts, laboratory and other vendor rebates and any other economic consideration or financial advantages) regarding deals which could relate to UIP’s services hereunder and which are under negotiation and/or concluded with third party suppliers as such information develops, and UIP shall also disclose to DW upon execution of this Exhibit “A” all such information regarding deals concluded with third party suppliers prior to the date of execution of this Exhibit “A”. Notwithstanding the foregoing, Universal shall not be required to disclose any information respecting Universal’s presently existing laboratory services agreement with ***. DW may use such information in order to assist DW in deciding whether to “piggyback” on any or all such existing and/or future arrangements with third party suppliers and, in the event DW elects to “piggyback”, to determine whether Universal and/or UIP are allocating advances, volume discounts, laboratory and other vendor rebates and any other economic consideration or financial advantages as provided below in this subparagraph 3.c. and in subparagraph 5.e. Notwithstanding the foregoing, DW shall not be entitled to confidential third party information regarding arrangements existing as of the date of execution of this Exhibit “A”; provided, however, that Universal and UIP shall in any event disclose the existence of all such arrangements (including, without limitation, any confidentiality agreements contained therein), and provide to DW as much specificity as possible consistent with such third party confidentiality agreements, and provided further that if Universal and/or UIP refuses to supply any such third party confidential information, the parties will (on DW’s request) submit to dispute resolution pursuant to Paragraph 10 of the Master Agreement and the “Judge” (as defined in the Master Agreement) shall impose such reasonable procedures (including, without limitation,

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d.

Operating Requirements :

i.

Distribution Outside the Territory : Universal is expressly prohibited from distributing, or authorizing the distribution of, the Pictures anywhere outside the Territory.

ii.

Direct Communications and Dealings : DW shall have the right to communicate (regarding anything within the scope of this Exhibit “A”) directly with (a) all Universal officers, appropriate management employees and staff engaged in any aspect of distribution of motion pictures by Universal anywhere in the Territory, including officers, management employees and staff stationed at Universal corporate and territorial offices; and (b) to the same extent as the UIP Owners, all UIP officers, appropriate management employees and staff engaged in any aspect of theatrical distribution of motion pictures by UIP, including, without limitation, officers, appropriate management employees and staff stationed at UIP corporate, regional and territorial offices. DW shall receive in a timely fashion, directly from UIP and from all Subdistributors, all distribution information, including, without limitation, release dates, projections and so forth. DW shall also have the right to receive copies of any report insofar as it relates to the Pictures or such other information received by or available to the UIP Owners (other than internal financial information respecting the UIP partnership or relating solely to the respective UIP Owner’s Pictures) respecting

an audit of any Subdistributor conducted by or on behalf of UIP, the costs of which shall be borne solely by UIP if done in the ordinary course of business by UIP. In addition, Universal shall use its best efforts to have UIP audit the accountings of any Subdistributor upon the request of DW and if done, DW shall (to the extent pre-approved by DW, which pre-approval will not be unreasonably withheld) bear its proportionate share of the costs thereof.

iii.

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

e.

Operating Structure :

i.

Marketing :

(a)

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

(b)

Shipping/Storage/Inspection of Prints : Subject to DW’s approval rights, UIP will render all services in connection with the shipping, storage and inspection of the prints required by DW for the Pictures distributed by UIP hereunder (for which services DW shall reimburse Universal and/or UIP as the case may be for their actual direct

out-of-pocket costs paid to unaffiliated third parties). DW may elect, in its sole discretion, to discontinue using such services for all of the Pictures; provided, however, that DW shall not have the right to thereafter re-engage UIP to render any such services which DW has previously discontinued hereunder.

(c)

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

ii.

Distribution :

(a)

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

(b)

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

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

f.

Information and Documents : To the extent it exists, and subject to the requirements of law, Universal shall furnish, and shall cause UIP to furnish:

i.

Information :

(a)

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

(b)

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

(c)

All Information as to Universal pictures, to the extent similar Information is available to Universal with respect to the Pictures; provided such Information: (1) shall only be furnished upon written request from DW; (2) shall be restricted to Information required by DW for a bona fide business purpose under this Agreement (e.g., optimal release scheduling, verification of most favorable terms as specified in the Agreement, including terms related to services, pricing, costs, comparable accounts and collection of revenues therefrom, etc.); and (3) shall not be furnished to

DW if in Universal’s good faith business judgment, such disclosure would constitute a violation of any applicable law, decree, government regulation, or constitute a violation of any third party right;

(d)

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

(e)

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

(f)

As used herein, “Information” shall mean all tangible (i.e., excluding only staff meetings, phone conversations and similar conversations which are not reduced to written or other tangible form) information, data, reports, agreements and other

documents including, without limitation, all outright sales proposals for the outright sales of a Picture, direct access to the theatrical database for each Picture on a territory-by-territory basis, daily box office reports, competitive release dates, advertising expenses, copies of all outside sourced market surveys, updates and analysis, etc., whether distributed on paper, electronically and/or through any other means (e.g., DW shall be put on the distribution lists for such information). The Information shall be provided consistent with the frequency and timeliness with which the Information (or similar material) is created by, or supplied to, Universal, UIP and/or the UIP Owners, or otherwise as DW shall reasonably request; provided, however, that if Universal and/or UIP are required to incur any new additional costs (of which Universal and/or UIP notifies DW in advance) for outside personnel Universal and/or UIP are required to engage solely in order to furnish Information more frequently or quickly (if possible) than the Information (or similar material) is supplied to the UIP Owners and such increased frequency or quickness is not included within the scope of services to be rendered by Universal and/or UIP under this Exhibit “A”, Universal and/or UIP shall not be required to furnish such Information with such increased frequency or quickness as requested unless DW pre-approves such costs and agrees to reimburse Universal and/or UIP, as applicable, for same (subject to appropriate reduction, to be mutually agreed, if and to the extent that such increased frequency or quickness is also accorded [subject to DW’s approval] to any party other than DW). Any dispute as to whether such increased frequency or quickness is within the scope of services to be rendered by Universal and/or UIP hereunder will be subject to dispute resolution pursuant to Paragraph 10 of the Master Agreement. DW shall, on request, be supplied Information by tape data transmission, without any fee if so supplied to the UIP Owners, or otherwise at Universal and/or UIP’s direct actual out-of-pocket cost.

(g)

Notwithstanding anything in this section (f) to the contrary, in no instance shall Information include

(and Universal and UIP shall not be required to provide) (i) internal financial information of Universal, UIP and/or the UIP Owners, or (ii) Information which is not related to the exploitation and performance of motion pictures or the costs of distribution.

ii.

Operations :

(a)

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

(b)

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

(c)

For the top ten markets only, trailer release dates, on a monthly basis for the period commencing with the first release of the trailer through 30 days after initial theatrical release.

(d)

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

a.

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

i.

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

ii.

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

iii.

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

iv.

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

v.

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

vi.

Subject to any limitations upon DW’s rights timely communicated to Universal or UIP, any contractual and/or union/guild restrictions of which Universal/UIP is notified in writing, and DW’s prior written approval in each instance pursuant to its approval rights hereunder, to utilize the different titles of the Pictures designated by DW for each country of distribution, to dub and subtitle the Pictures and trailers and to edit same as may be required by the distribution/exhibition requirements in the particular countries in the Territory; to publish and authorize others to publish synopses of and excerpts from the Pictures and any literary material included in the Pictures upon which they were based for use in newspapers, magazines, press books and other publicity-related periodicals and in television and radio advertising. Without limiting the generality of the foregoing, with respect to subtitling and dubbing, DW shall determine, in its sole discretion, which Pictures, if any, shall be subtitled and/or dubbed and in what languages. DW shall have the right in its absolute discretion to approve any edited version of the Pictures and all language tracks and subtitles.

b.

Universal and UIP shall maintain security and anti-piracy measures consistent with the highest level of security and anti-piracy measures maintained for the UIP Owners’ pictures to prevent unauthorized distribution, copying and the infringement of any of DW’s rights. If DW desires security and anti-piracy measures beyond those provided by Universal and UIP per the preceding sentence, it may require Universal and UIP to provide same (or DW may make its own third party arrangements for such services)

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

c.

In the exercise of Theatrical Distribution Rights hereunder:

i.

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

ii.

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

iii.

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

iv.

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

d.

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

e.

All rights not expressly granted to UIP under this Exhibit “A” are hereby expressly reserved to DW. Speci