INDEMNITY

         This Indemnity (this "Indemnity") is made as of March 6, 2003, by
Vivendi Universal Entertainment LLLP, a Delaware limited liability limited
partnership ("VUE"), in favor of Universal City Development Partners, Ltd., a
Florida limited partnership ("UCDP"). All capitalized terms used but not defined
herein shall have the respective meanings ascribed to such terms in the
Consultant Agreement (as defined below).

                               W I T N E S S T H:

         WHEREAS, UCDP, as successor to Universal City Florida Partners, and
Diamond Lane Productions, as successor-in-interest to Steven Spielberg (the
"Consultant"), are parties to an agreement, dated as of January 20, 1987 (the
"Consultant Agreement"), relating to the Consultant's rendering of services as a
creative consultant in connection with the Florida Project;

         WHEREAS, the Consultant Agreement provides that the Consultant receive
certain payments for serving as a consultant to the Comparable Project known as
Universal Studios Japan (the "Japan Project") as well as other Comparable
Projects;

         WHEREAS, VUE beneficially owns 50% of UCDP and is a party to a
contribution agreement, dated as of May 7, 2002, whereby VUE agreed to assume,
among other things, certain liabilities relating to the recreation businesses of
UCDP, including the guarantee of the performance by UCDP of its obligations to
the Consultant under the Consultant Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and legal sufficiency of which VUE hereby acknowledges, VUE hereby
covenants and agrees as follows:

         Section 1. Indemnity.

         (a) VUE hereby agrees to indemnify, defend and hold harmless UCDP from
and against any out-of-pocket expenses, liability or loss incurred by it during
the Term of this Indemnity and related to a "Consultant Claim." A "Consultant
Claim" is a claim made by the Consultant which claim arises solely under the
Consultant Agreement, but only to the extent that it relates to (i) the Japan
Project or (ii) any other Comparable Project. For purposes of clarity, no
facility owned or controlled by UCDP is a "Comparable Project" for purposes of
this Section 1(a).

         (b) UCDP shall give VUE written notice as promptly as practicable (but
in no event later than ten days after receiving notice) of the assertion by the
Consultant of any Consultant Claim, provided that the failure to provide such
notice shall not relieve VUE from its obligations hereunder unless and to the
extent that such failure results in the loss by VUE of material rights or
defenses. Upon receipt of such written notice, VUE shall promptly (but in no
case later than 30 days after receiving the notice from UCDP) notify UCDP that
it will assume responsibility for such claim as a Consultant Claim, or notify
UCDP that such claim is not a Consultant Claim. On VUE's assumption of
responsibility for a Consultant Claim, VUE shall have the sole and exclusive
power to direct and control the defense of, and shall have the sole and
exclusive right to settle or compromise, such Consultant Claim and VUE shall not

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