AGREEMENT

                             As of January 20, 1987


         The following documents the agreement (the "Agreement") which has been
reached between Steven Spielberg ("Steven") and Universal City Florida Partners
(a partnership between Cineplex Holdings, Inc. Corporation and Universal City
Property Management Company, hereinafter referred to as the "Partnership") with
respect to Steven rendering his services as a creative consultant in connection
with the Universal Studios/Florida project (the "Florida Project"). The Florida
Project consists of the approximate 440 acre parcel owned by the Partnership. If
additional land contiguous to the Florida Project (as it may be extended
pursuant to this sentence) is acquired, such additional land shall be deemed
part of the Florida Project to the extent the additional land is used: to expand
the gated area of the studio tour or the gated area of the motion picture and
television themed attraction and/or for parking for the aforementioned studio
tour or themed attraction area, or to expand any building located on the 440
acres or for parking specifically for a building located on the 440 acres.

         If instead of charging a single front gate admission to the overall
themed attraction, the ticket policy is revised so that tickets are sold to the
individual shows or rides, the parties will negotiate in good faith as to
whether revisions in the references to "gated" throughout this Agreement are
necessary.

         1. Consulting Services. Steven will render services as a creative
consultant to the Partnership in connection with the Florida Project. Steven's
consultation services will entail his suggestions, views, and opinions with
respect to the creation and development of visitor attractions. Steven's
services may be rendered via a loan-out arrangement with a corporation
controlled by Steven, substantially all of the stock of which is beneficially
owned by Steven or his immediate family. Steven shall personally guarantee the
obligations of such corporation.

         2. Availability. Steven's services as a consultant will be subject to
his availability and the Partnership acknowledges and recognizes that his
"producing" and/or directing services may require him to be unavailable (or
available on a very restricted basis) for periods of time.

         3. Period and Areas Covered. The provisions of this Agreement were
effective on January 20, 1987 and subject to the termination rights hereinafter
provided will continue on a world-wide basis through the opening of the Florida
Project and thereafter as long as the themed attraction at the Florida Project
has not been permanently and completely closed to the general public or
abandoned ("closed"). Even if the themed




attraction at the Florida Project is closed, the provisions of this Agreement
will still continue i) on a world-wide basis if and as long as a Comparable
Project (as defined in Paragraph 9) exists in the USA and ii) after the Florida
Project and all Comparable Projects in the USA are closed, on a territorial
basis with respect to any "Territory" in which a Comparable Project exists or is
thereafter created or re-established and has not been closed. "Territory" means
each of the following: North America (USA and Canada); Central America
(including Mexico); South America; Western Europe and the U.K.; Eastern Europe
and the USSR; Africa; China and India; Australia; and the rest of the world.
This Paragraph is subject to later provisions in this Agreement. Notwithstanding
anything else to the contrary set forth above, Steven's obligation to render
consulting services and Steven's obligations under Paragraphs 5 through 7
hereunder shall be limited to the periods set forth in Paragraphs 13 and 14.

         4. Use of Name. The Partnership will have the right to use Steven's
name in a factual manner as a creative consultant in connection with promoting
the Florida Project in press releases, brochures, and the narrative text of
advertising. For purposes of this Paragraph, the narrative text of advertising
shall not include advertising in any of the following media: motion pictures
(wherever and however exhibited or exploited) television (however transmitted,
and whether free, pay, subscription or otherwise) radio, slide or similar
presentations (with or without audio) and all other audio and audio-visual uses
whether now known or hereafter developed, posters, displays, transit advertising
or billboards unless advertising in any of the otherwise excluded media is
available only for limited times to limited non-public groups for the purpose of
promoting the Florida Project (such as travel agent conventions and the like),
and shall not be disseminated or available under any circumstances to members of
the general public. Steven shall have the right to approve those portions of all
press releases, brochures and advertising which use his name, provided that such
approval shall be given in a general or conceptual manner. Steven agrees that a
statement such as "Steven Spielberg is Creative Consultant to the Florida Tour"
or a similar statement is acceptable to him. The Partnership cannot use Steven's
name in a fashion such as "Steven Spielberg presents the Florida Tour," or
"Steven Spielberg, Executive Producer of the Florida Tour" or in any other
manner except as set forth above. Steven's name (or reference to the creative
consultant) shall not be given undue prominence, such as appearing in a
headline, caption or underscored or by the use of bold face or special type. The
Partnership shall not be in breach for any inadvertent violation of any of the
limitations or prohibitions in this Paragraph if (a) it establishes a procedure
to notify all those who generally disseminate such press releases, brochures and
advertising and


                                       2.


requires them to obtain approval of all such materials from a legal department
or other source which is aware of the requirements of this paragraph, and (b) it
uses its best efforts to promptly stop any unauthorized use after receiving
notice from Steven. Notwithstanding any of the above limitations, in no event
will the Partnership's right to use Steven's name be any less expansive than the
manner in which Steven's name is used in the Subject Field by any other (see
Paragraph 7) pursuant to Steven's authorization.

         5. Exclusivity re: Services. Steven's services will be exclusive to the
Partnership in the "Subject Field," which is defined to mean the field of theme,
amusement, tour and/or similar tourist park attractions, subject to the
following exceptions:

               a. Steven may render consulting services in the Subject Field
pursuant to his now existing commitment to Lucas pertaining to RAIDERS OF THE
LOST ARK and any other productions based thereon or upon any element from any
such production.

               b. Steven may render consulting services in the Subject Field
pursuant to a now existing contract pertaining to ROGER RABBIT.

               c. Steven reserves the right to engage in passive activities
outside the Subject Field which may, however, include activities within the
Subject Field, provided (without derogating from Paragraph 7) his name will not
be used in connection with such activities (except as part of shareholder lists
and in similar business informational documents of a non-advertising nature or
as may be required by law or regulation).

         6. Exclusivity re: Properties. Aside from the now existing commitment
to Lucas relating to RAIDERS OF THE LOST ARK as specified in Paragraph 5a and
the contract relating to ROGER RABBIT as specified in Paragraph 5b, Steven has
not previously entered into specific grants of rights with respect to properties
with which he was associated for the use of such rights in the Subject Field,
but Steven has entered into numerous agreements in connection with his motion
picture and television activities which contain grants of rights in language
which is customary in the entertainment industry and Steven cannot represent
that such agreements may not be construed to enable third persons to exploit
rights in the Subject Field. Steven will act in good faith and cooperate with
the Partnership to resist any third person's efforts to rely on any such
construction of such pre-existing contracts, but neither the Partnership nor
Steven shall take any action against any such third person if Steven in good
faith determines that the Partnership's construction of such contracts is not

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC