As of February 22, 1999 DISTRIBUTION AGREEMENT The following sets forth the material terms of the agreement ("Agreement") by and between Spyglass Entertainment Group, L.P., a Delaware Limited Partnership ("SEG") and Canal+ Image ("Canal"), relating to...

As of February 22, 1999

DISTRIBUTION AGREEMENT

The following sets forth the material terms of the agreement
("Agreement") by and between Spyglass Entertainment Group, L.P., a Delaware
Limited Partnership ("SEG") and Canal+ Image ("Canal"), relating to the
distribution by Canal in the "Territory" (as defined below) of certain
television exploitation "Rights" (as defined below) in connection with the
feature-length theatrical motion pictures currently entitled "Instinct, "The
Sixth Sense," "Keeping the Faith," "Shanghai Noon," and "Untitled ▇▇▇▇▇▇▇ ▇▇▇▇
Project" (individually and/or collectively referred to herein, as applicable, as
the "Pictures," as more fully described in schedule "A" attached hereto and
incorporated herein by this reference).

1. LICENSED RIGHTS: Subject to the terms and conditions contained herein, SEG
hereby licenses Canal the sole and exclusive right to distribute, exhibit
and license the Pictures in the French language (dubbed and subtitled) for
television exhibition including, but not limited to, via free television
(except in French speaking Switzerland), pay television, VOD and NVOD
(provided such exploitation is within the television window) and
pay-per-view (collectively, the "Licensed Rights") throughout the
"Territory" (as defined in Paragraph 2., below) during the "Term" (as
defined in Paragraph 3., below). For the sake of clarity and the avoidance
of doubt, SEG is not licensing Cane the right to release the Pictures in
French speaking Switzerland via free television. All rights not
specifically licensed to Canal hereunder are hereby expressly reserved to
SEG.

2. TERRITORY: The "Territory" shall mean France, French speaking Belgium,
French speaking Switzerland, French speaking Monaco, French speaking
Andorra, French speaking Mauritius, French speaking Africa (it being
understood and agreed that MNET shall not be authorized to broadcast in the
French language [whether subtitled or dubbed]), French speaking Luxembourg
and French speaking DOM ▇▇▇ (provided, however, the DOM ▇▇▇ territories
Canal's right to distribute, exhibit and license the Pictures shall be
exclusive only with respect to the French language version of such
Pictures). Canal hereby represents and warrants that the transmission of
each Picture by Canal is not intended for reception beyond the Territory;
provided, however, that if such signal is received incidentally outside of
the Territory but Canal receives no revenue or other benefit for such
incidental reception, then such overspill shall not constitute a breach of
this Agreement. Additionally, SEG hereby acknowledges and agrees that the
cable retransmission of the Pictures in Switzerland shall not be deemed a
breach of this Agreement.

3. TERM: The term for the Licensed Rights granted herein with respect to each
Picture (the "Term") shall be ***** from "Delivery" (as defined below) of
such Picture to Canal. Canal shall be entitled to exercise the Licensed
Rights to exploit each Picture on the date which is no earlier than six (6)
months after the initial video "street' release date of such Picture in the
applicable Territory (provided, however, if there is no video release of a
Picture in the applicable Territory, then Canal shall be entitled to
exercise the Licensed Rights to exploit

***** Terms represented by this symbol are considered confidential. These
confidential terms have been omitted pursuant to a Confidential Treatment
Request filed with the Securities and Exchange Commission ("SEC") and have been
filed separately with the SEC.

Page 1

such Picture on the date which is no later than twelve (12) months from the
initial theatrical release of such Picture in the applicable Territory).
SEG agrees that neither SEG nor SEG's licensee shall exercise its right to
exhibit a Picture in Switzerland via free television prior to the date
which is twelve (12) months after the first date which Canal is permitted
to exhibit such Picture in France pursuant to the terms hereof.
Additionally, Canal shall not exploit more than 1 pay television run or
more than 1 free television run of any Picture in the Territory during the
last year of the Term. "Delivery" shall be defined as delivery to Canal of
the delivery items set forth in Schedule "B" ("Delivery Schedule") attached
hereto and incorporated herein by this reference and Canal's acceptance
thereof (such acceptance not to be unreasonably withheld), subject to such
changes within Canal's standard parameters as may be agreed to by the
parties after good faith negotiation.

4. LICENSE FEE: In consideration for the Licensed Rights, SEG shall be
entitled to receive a sum equal to *****% (subject to increase as set forth
in Paragraph 5., below) of the lesser of: (x) the final actual cost of each
Picture (inclusive of, but not limited to, the items set forth in
subparagraphs [i]-[v] below) (the "Final Picture Cost"); or (ii) each
"Picture Budget" (as defined herein), which License Fee shall be payable to
SEG as set forth below. The "Picture Budget" for each applicable Picture
shall include: (i) all direct costs (including SEG's [or ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇'▇]
producing fee of $*****); (ii) a contingency of up to *****% of the direct
costs; (iii) an SEG overhead charge of no more than *****% of the direct
costs or $***** (whichever is less) capped at $***** in the aggregate for
all Pictures commencing principal photography in any 1 year; (iv) the
completion guarantor's fee; and (v) any direct out-of-pocket financing
costs (e.g., bank fees and servicing costs) (plus interest thereon computed
at the rate actually paid by SEG [as such rate may vary from time to time]
until the initial theatrical release of such Picture in the United States).
Notwithstanding the foregoing and for purposes of this Agreement only, the
Picture Budget for each Picture shall not exceed the following sums:

PICTURE: BUDGET:
------- ------
"Instinct" US*****
"The Sixth Sense" US*****
"Keeping the Faith" US*****
"Shanghai Noon" US*****
"Untitled ▇▇▇▇▇▇▇ ▇▇▇▇" US*****

The License Fee for each Picture shall be payable to SEG as follows: (x)
*****% upon the Delivery of the asterisked items set forth in the Delivery
Schedule (other than the elements set forth in Paragraphs A.1.(b), A.2.(b) and
C.1.(b) of the Delivery Schedule of the applicable Picture to Canal; (y) *****%
upon the Delivery of the elements set forth in Paragraphs A.1.(b), A.2.(b) and
C.1.(b) and the non-asterisked items of the Delivery Schedule of the applicable
Picture to Canal; and (z) *****% no later than the date which is 12 months after
the initial theatrical release of the applicable Picture in France.

---------------------------
***** Terms represented by this symbol are considered confidential. These
confidential terms have been omitted pursuant to a Confidential Treatment
Request filed with the Securities and Exchange Commission ("SEC") and have been
filed separately with the SEC.

Page 2

5. INCREASED LICENSE FEE: SEG shall be entitled to receive an additional
*****% of the lesser of: (x) the applicable Picture Budget; or (y) the
"Final Picture Cost" ("Increased License Fee") for each Picture which
achieves box office admissions equal to or greater than *****in France. The
Increased License Fee shall be payable to SEG within l0 business days after
the applicable Picture achieves such level of admissions (as accounted for
in the "Film Francais" or such other publication approved by the parties
hereto).

6. RELEASE COMMITMENT: SEG hereby commits to ***** prints for release of each
Picture in France and guarantees a minimum print and advertising expense of
***** French Francs per Picture.

7. OPTION TO EXTEND THE TERM: SEG hereby gives Canal an exclusive, irrevocable
option ("Option") to acquire the right to exploit the next 5 pictures
produced and/or acquired by SEG ("Additional Pictures") in the Territory on
the same terms and conditions applicable to the Pictures hereunder. The
Option must be exercised, by Canal at any time prior to the later of (x)
commencement of principal photography of the 6th Picture; or (y)
acquisition by SEG of the 6th Picture.

8. MISCELLANEOUS:

A. GOVERNING LAW: This agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to
agreements made and to be performed entirely within the State of
California. The parties hereto agree to submit to binding arbitration
under the rules of the American Arbitration Association in Los
Angeles, California for the resolution of any disputes arising out of
or relating to this Agreement and the transactions contemplated
hereby.

B. ASSIGNMENT: This Agreement shall not be assignable by Canal without
the prior written consent of SEG. Notwithstanding the foregoing, Canal
may assign the Licensed Rights to any controlled affiliate of Canal
provided that such affiliate (other than Canal+ Distribution) assumes
in writing all of Canal's obligations as of the date of such
assignment and further provided that Canal shall remain secondarily
liable in the event Canal's affiliate fails to meet such obligations.
SEG shall have the right to assign its rights and delegate its
obligations under this Agreement to (i) any controlled affiliate of
SEG; or (ii) any entity which acquires all or substantially all of the
assets of SEG.

C. REPRESENTATIONS AND WARRANTIES: Each of the parties hereto represents
and warrants to the other as follows: (i) the warranting party has the
full right, power, legal capacity and all authority to enter into and
carry out the terms of this Agreement; (ii) the warranting party is
party to any agreement, nor is it subject to any order, decree, role
or regulation that would preclude its entering into and performing its
obligations under this Agreement; and (iii) other than those consents
(if any) which the warranting party has heretofore obtained; the
warranting party is

Page 3

not required to obtain the consent of any third party in order to
enter to and perform its obligations under this Agreement SEG further
represents and warrants that SEG is the sole owner of the Licensed
Rights and that other than the License Fees which may become payable
to SEG pursuant to Paragraphs 4 and 5., above, no further sums shall
become payable by Canal in connection with Canal's exploitation of the
Picture pursuant to the terms hereof.

D. AUDIT RIGHTS: SEG shall maintain books of account relating to final
actual cost of each Picture hereunder (all of which are hereinafter
referred to as "records"), which shall be kept on same basis and in
the same manner and for the same periods as such records are
customarily kept by SEG. Canal may, at its own expense, audit the
records at SEG's principal place of business in order to verify such
costs. Any such audit shall be conducted only by a reputable public
account during reasonable business hours in such manner as not to
interfere with SEG's normal business activities. In no event shall an
audit continue for longer than 30 consecutive business days; nor shall
audits be made hereunder more frequently than once annually; nor shall
the records supporting any Picture be audited more than once. To the
extent reasonably available, and at no additional cost to SEG, SEG
shall make available any original source documents and/or third party
documents which support the Picture budgets or she costs set forth
therein. Canal's right to examine SEG's records is limited to each
Picture, and Canal shall have no right to examine records relating to
SEG's business generally (including, but not limited to cash logs,
trial balances, general ledgers and financial statements).

E. GENERAL: No waiver or default or breach of this Agreement by either
party shall be deemed a continuing waiver or a waiver of any other
breach or default, no matter how similar. This Agreement may not be
changed, modified, amended or supplemented, except in a writing signed
by both parties. Each of the parties hereto shall execute, acknowledge
and deliver any and all further documents and instruments, and shall
take such further actions, as may be necessary, expedient or proper to
implement, administer and effectuate the purpose and intent of this
Agreement. This Agreement is solely for the benefit of the parties
hereto and is not intended to create any rights in any third parties.

The parties hereto contemplate entering into one or more long-form agreements
containing the terms set forth in this Agreement and such other terms as are
customarily contained in agreements of the type described in this Agreement (as
such other customary terms and conditions may be negotiated in good faith by the
parties, in a manner not inconsistent with the express terms of this Agreement).
However, unless and until such long-form agreements are executed by the parties
hereto (if ever), this Agreement shall constitute a legally binding agreement
between the parties hereto setting forth the entire understanding of the parties
regarding the subject matter hereof and shall supersede all prior oral or
written agreements between them.

Page 4

IN WITNESS HEREOF, the parties are executing this Agreement as of the date
herein above set forth.

CANAL+ IMAGE

By: /S/
---------------------------------------
Its:
-------------------------------------

SPYGLASS ENTERTAINMENT GROUP, L.P.

By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Its:
-------------------------------------

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"SCHEDULE "A"

DESCRIPTION OF PICTURES

1. "Instinct"
Domestic Release Date: June 4, 1999
Delivery to Canal: Estimated June 1999.
Director- ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Principal Actors- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Cuba ▇▇▇▇▇▇▇, Jr.

2. "Sixth Sense"
Domestic Release Date: Tentatively scheduled for release in September
1999.
Delivery to Canal: tbd.
Status of Picture- post-production
Director- M. Night ▇▇▇▇▇▇▇▇▇
Principal Actor - ▇▇▇▇▇ ▇▇▇▇▇▇

3. "Untitled ▇▇▇▇▇▇▇ ▇▇▇▇ Picture"
Domestic Release Date: Tentatively scheduled for release in November
1999.
Delivery to Canal: tbd.
Status of Picture - post-production
Director - ▇▇▇▇▇▇▇ ▇▇▇▇
Principal Actors - ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

4. "Shanghai Noon"
Domestic Release Date: tbd
Delivery to Canal: tbd.
Status of Picture- principal photography commences 5/25/99.
Post-production scheduled for completion in February 2000.
Director- ▇▇▇ ▇▇▇
Principal Actors - ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇

5. "Keeping the Faith"
Domestic Release Date: tbd
Delivery to Canal: tbd.
Status of Picture- principal photography commences 5/24/99.
Post-production scheduled for completion in February 2000.
Director - ▇▇▇▇▇▇ ▇▇▇▇▇▇
Principal Actors - ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇

Page 6

SCHEDULE B

DELIVERY ITEMS

Spyglass will, at its sole cost and expense, deliver the physical materials
described below to Canal+. Only the asterisked items shall be required to be
delivered for purposes of triggering the first installment of the Picture
purchase price. The remaining items shall be delivered no later than one month
after the delivery of the items first delivered except for the French dubbed
and/or subtitled elements which, subject to the existence of same, shall be
delivered as soon as reasonably available but in any event no later than *****
days prior to the first availability of the Licensed Rights of the relevant
Picture.

All materials delivered by Spyglass will be reviewed by Canal+ which will notify
Spyglass in writing of any defects or omissions as soon as is reasonably
practicable, but in no event later than *****(*****) business days after
Canal+`s receipt of such materials. Unless Canal+ notifies Spyglass of defects
within such period, delivery will be deemed accepted by Canal, on the
*****(*****th) business day after actual delivery of such materials. If Canal+
notifies Spyglass of any defects in such materials, Spyglass will cause such
defects to be corrected as soon as possible but in no event later than
*****(*****) business days from written notification of the defect(s) in the
event defective materials are not returned or from receipt by Spyglass of the
defective materials in the event the materials are returned. Further, any and
all costs in respect of the second verification of materials shall be at
Spyglass's sole cost and expense.

Deliver), of the Picture shall consist of Spyglass making physical delivery or
access when indicated the items set forth herein to such address as Canal+ shall
designate.

A. PICTURE AND SOUND ITEMS

1) PICTURE

a)*** One DIGITAL BETA 625 lines 4x3 if the original feature ratio is [1.33] or
one DIGITAL BETA 625 lines 16x9 if the original feature ratio is
[1.66]/[I.75]/[I.85] or [2.35].

In the case of a scope ratio [2.35] or [1.85]; a second master DIGITAL BETA
625 lines full screen, pan-scanned.

In the case of an original shooting 35mm full screen format (super 35mm)
the transfer must be made full screen.

The textless backgrounds and inserts shall be inserted after the Picture on
the Digital Beta.

These matters must be struck from
FOR THE PICTURE:

Page 7

o one internegative or

o one new 35mm print, itself struck from the original negative.

FOR THE SOUND:

Should the sound of the Picture be originally recorded in stereo, the sound
shall be layed from a stereo 35mm track film (otherwise, the sound shall be
laved from a mono 35mm track film) on said DIGITAL BETA as follows:

track 1&2: original language soundtrack in stereo
track 3&4:M & E tracks in stereo

b) Upon availability of the French subtitled and/or dubbed version (and
subject to the existence thereof) then:

o One digital multitracks of the French dubbed version fully mixed in
stereo and synchronized with the Master Digital Beta (should the sound
of the Picture be originally recorded in stereo, the sound shall be
layed from a stereo 35mm track film (otherwise, the sound shall be
layed from a mono 35mm track film)

o One Master Digital Beta of the French credits and the French inserts
of the Picture.

o One x Diskette ACSII of the French subtitles synchronized with the
Master Digital Beta.

2) TRAILER

a) *** One DIGITAL BETA 625 lines 4x3 if the original feature ratio is [1.33]
or one DIGITAL BETA 625 lines 16x9 if the original feature ratio is
[1.66]/[1.75]/[1.85] or [2.35].

In the case of an original shooting 35mm full screen format (super 35mm)
the transfer must be made full screen.

The textless backgrounds and inserts shall be inserted after the Trailer.

FOR THE SOUND:
track 1&2: original language soundtrack in stereo
track 3&4: M & E tracks in stereo

b) Upon availability of the French subtitled and/or dubbed trailer (and
subject to the existence thereof) then:

o One digital multitracks of the French dubbed version fully mixed in
stereo

o One Master Digital Beta of the French credits and the French inserts
of the Trailer.

Page 8

o One x Diskette ACSII of the French subtitles synchronized with the
Master Digital Beta.

3) *** One VHS 4/3 PAL time coded in original language version struck from the
DIGITAL BETA Master of the Picture and the trailer.

4) *** Access to the original Picture negative and/or interpositive and/or
internegative in good physical condition, which has been cut, main and end
titled, edited, assembled and conformed in all respects to the answer
print.

B. PUBLICITY AND PROMOTIONAL MATERIALS

1. COLOR TRANSPARENCIES ***

Not less than twenty, five (25) color transparencies depicting various
scenes from .the Picture and the making thereof.

2. BLACK AND WHITE STILLS ***

The negatives, contact sheets and at least two (2) positive prints of not
less than ten (10) B/W still photographs depicting various scenes from the
Picture and the making thereof.

3. SYNOPSIS ***

One (l) copy of a brief synopsis in the English language (one typewritten
page in length) of the story of the Picture.

4. BIOGRAPHIES AND/OR PRESS KIT ***

As available, one (I) biography of each of the principal cast, director,
producer and writer of the Picture or 1 press kit.

5. COLOR KEY ART IN CD-ROM FORM

6. TITLE ART

Access to the artwork, illustrations, hand lettering and printed title art
of the Main and End titles and other captions and titles that appear in the
Picture, if any.

7. TRAILERS, ETC. Delivery of any and all trailers, TV spots, created by
Spyglass, or by Buena Vista Pictures Distribution and to which access has
been provided to Spyglass.

Page 9

C. DOCUMENTATION

1. DIALOGUE CONTINUITY

*** (a) Copy of a dialogue continuity of the picture and the trailer as well as
a spotting list for picture and trailer of the original language and one (1)
legible typewritten copy in English language of a detailed, final dialogue,
narration, and song vocals, as well as a cut-by-cut description of the Picture
action, conforming exactly to the photographic action and soundtrack of the
completed Picture. Within 30 days of the delivery of the foregoing, Spyglass
shall deliver a final combined spotting and continuity list.

(b) If available, copy of a dialogue continuity of the picture and the trailer
as well as a spotting list for picture and trailer in the French dubbed and/or
subtitled versions and one (1) legible typewritten copy in the French language
of a detailed, final dialogue, narration, and song vocals, as well as a
cut-by-cut description of the Picture action, conforming exactly to the
photographic action and soundtrack of the completed Picture.

2. CERTIFICATE OF AUTHORSHIP

An original Certificate of Authorship, notarized for used in foreign
territories for each writer who receives screen credit (either screenplay or
story), in substantially the form as customarily required by Distributor.

3. CERTIFICATE OF COPYRIGHT ***

An original Certificate of Copyright for the Picture, to be delivered
Promptly after the Issuance of the initial Certificate by the Copyright Office.
In addition, if said Certificate is not available to Producer at the time of
Delivery, a notarized copy of the Copyright Application.

4. COPYRIGHT NOTICE ***

A statement indicating the correct copyright notice for the Picture to be
included by Distributor on all copies and the packaging thereof.

5. CERTIFICATE OF ORIGIN

An original Certificate of Origin, notarized, for use in each territory
where such documentation is required.

6. SCREEN CREDITS ***

A complete typewritten copy of the final credits to be accorded on screen
in the main and end titles in connection with the Picture.

Page 10

7. PAID-AD CREDITS ***

A complete written statement of all screen and advertising credit
obligations in connection with the Picture together with a layout of the
advertising credits.

8. APPROVALS ***

A complete written list of all cast and above-the-line still, name,
likeness and biography approvals.

9 MUSIC CUE SHEETS

Two (2) copies of the music cue sheet(s) of the Picture setting forth (i)
the title of the musical compositions and sound recordings, (ii) name(s) of the
composer(s) and their performing rights society affiliation, (iii) names of
recording artist, (iv) the nature, extent, and exact timing of the uses made of
each musical composition in the Picture, (v) the names and address of the owner
of the copyright of each musical composition and sound recording, (vi) the name
and address of the publisher and company which controls sound recording. It is
specifically understood and agreed that in the event that such music cue sheets
are not provided or not provided on a timely basis, to Canal+ DA, Spyglass shall
be solely responsible for any failure by Canal+ DA or its licensees, assigns
etc. to pay any royalties or other sums which may be due to third parties.

10. MUSIC AGREEMENTS

Upon request, and if available, one (l) copy of the signed composers,
lyricist, and/or publishing agreements pertinent to all music embodied in the
Picture, and one (1) copy of the signed agreements Pertaining to all music
embodied in the Picture granting Pertinent synchronization and performing rights
licenses and the necessary corresponding master use license.

11. PRODUCERS STATEMENT ***

A written statement evidencing the following:

a. Dubbing Restrictions/Obligations (if any)
b. Prior Distribution (if any)
c. Distribution Restrictions/Obligations (if any)

12. SHORT FORM ASSIGNMENT

One (1) short form assignment of rights to Distributor.

Page 11

13. E&O INSURANCE ***

An original Certificate of Insurance from a reputable insurance carrier,
with Distributor as additional insured, on an industry standard "Errors and
Omissions" insurance policy on customary industry terms.

14. LABORATORY ACCESS LETTERS ***

Irrevocable laboratory access letter(s) providing laboratory access to all
items to which access is required pursuant to this Exhibit.

15. FINAL PICTURE COST ***

A statement of the Final Picture Cost as of the date of delivery as
certified by the Chief Financial Officer of SEG. A statement of the Final
Picture Cost as certified by the Chief Financial Officer of SEG will be
delivered no later than 30 days prior to the due date of the last license fee
installment.

Page 12

May 12, 1999
Confidential

PAY/PPV/NVOD DEAL TERMS
CANAL+ INTERNATIONAL ACQUISITIONS/SPYGLASS

LICENSEE:

Canal+ International Acquisitions B.V.

LICENSOR:

Spyglass Entertainment Group, LP

TERRITORIES:
- Nordic: Sweden, Norway, Finland, Denmark
- For PPV/NVOD only: Nordic and Iceland
- Avails must be cleared together (in case of PPV, must be cleared based on
Nordic only)

RIGHTS:
- Non exclusive PPV/NVOD rights
- Exclusive Pay TV rights
- PPV/NVOD and Pay rights are granted for all delivery means (including but
not limited to cable, satellite, over the air, etc. be it analog or
digital), - Includes hotels (for clarity, excluding hotel dosed circuit
television) and other multiple unit dwellings.

HOLDBACKS FOR PAY TV
In each country:

- No exhibition and no promotion in English and Licensed Language version
on any form of TV (including pay, basic, free, however delivered) in or
into the Territory, prior to and during the License Period, provided that
promotion on free TV is permitted during the last 30 days of the ,Second
Pay TV License Period only.

- No exhibition and no promotion on PPV/NVOD from a minimum of 60 days
prior to License Period and until end of License Period.

- No other Pay TV window before initial free TV exhibition. - Incidental
overspill shall not constitute a breach.

LICENSED LANGUAGES:

Original language and local language (Danish, Finnish, Norwegian, Swedish
(and Icelandic for PPV/NVOD only)) dubbed or subtitled.

Licensee has the right to exhibit (in digital only) the original version
simultaneously with the language version.

Channel can access at no cost available dubbed or subtitled

Page 13

version from Licensor. If not available, Licensee authorized to create such
versions at its own cost which Licensor can access no earlier than during
the last six (6) months of the License Period at a price equal to *****% of
its cost or which can be sublicensed at the same conditions to the first
subsequent licensee of the Picture in the Territory, provided that
underlying copyright to versions created by Licensee will remain with
Licensor, except as limited by applicable law. For clarity, local language
versions created by Licensee will not be exploited by Licensee after the
expiration of the applicable License Period except as specifically provided
herein.

SERVICES:
PPV/NVOD service: Kiosk
Pay TV Canal+ (first pay) and "The Movie Channel" (second pay) services:

-for each of Sweden, Norway, Denmark, Finland, Canal+ local channel, Canal+
pan-Nordic channel and up to two extra multiplexed channels, - for Nordic,
the regional Movie Channel and up to two multiplexed channels,

- ability to change names and combine channels as long as services similar,

-multiplexing permitted but not required provided: - no subscriber of one
channel has to pay to receive the other channel, - only subscribers of one
channel can receive the other channels. - substantially similar program
format and content

LICENSED PICTURES:
"Shanghai Noon" (▇▇▇▇▇▇ ▇▇▇▇)
"Sixth Sense" (▇▇▇▇▇ ▇▇▇▇▇▇)
"Untitled ▇▇▇▇▇▇▇ ▇▇▇▇" (▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇)
"Instinct" (▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
"Keeping the Faith" (▇▇▇▇▇▇ ▇▇▇▇▇▇)
- Each picture shall have a local theatrical release of a minimum of 10
prints in the Nordic region.

RUNS PAY TV:
- 15 runs per channel for Canal.+. (including Primary and each Multiplex)
- 10 runs per channel for the Movie Channel (including Primary and each
Multiplex).

Page 14

RUNS PPV/NVOD:

Unlimited runs.

LICENSE PERIOD:

PPV/NVOD: 3 months Dom Avail Date.

For currents: 18 months (12 months for Canal+, 6 months for the Movie
Channel) from Avail Date.

LICENSE FEE PPV/NVOD:

For each Picture, *****% of net receipts (total revenue obtained by*****).

LICENSE FEE PAY TV:

Canal+: ***** USD per Picture. If the film reaches ***** USD or more at the
US Box Office, an additional License Fee of ***** USD will be paid (i.e.
*****Total). If the film reaches ***** or more at the US Box Office, an
additional of ***** USD will be paid (i.e. *****Total). The Movie Channel:
*****% of Canal+'s License Fee

US Box shall be according to Variety and accounted 18 months following
initial theatrical release in US.

AVAIL DATE PPV/NVOD:

No later than the earlier of 12 months after latest local theatrical
release and 6 months after last video release in the Territory.

Licensor shall use best efforts to notify such date 5 months prior to start
date, but in any event no later than 4 months prior to start date.

AVAIL DATE PAY TV:

No later than the earlier of 15 months after last local theatrical release
and 9 months after last video release in the Territory.

Such date to be notified with a minimum 4 months prior notice.

PAYMENT TERMS PPV/NVOD:

*****days following the end of each Picture's License Period.

PAYMENT TERMS PAY TV:

For each Picture, *****% on delivery and acceptance of materials (subject
to receipt of invoice). *****% on License Period start date (subject to
delivery and acceptance of materials and receipt of invoice).

AD/PROMOTION:

60 days prior to Avail Date to general public.
90 days prior to Avail Date on air trailers and subscriber magazines.

MATERIAL:

- On loan. The material used for PPV/NVOD Service Kiosk will be used for
Canal+ and The Movie Channel,

Page 15

- Licensor shall make its best efforts to deliver 120 days prior to Avail
Date but in no event later than 90 days prior to Avail Date,

- Material as according to Canal+ technical specifications, including a
subtitled version in each local language,

-To be accepted by Canal+ within 30 days from delivery.

- If refused, to be replaced at Licensor's cost within 15 days of receipt
of written notification by Licensee.

1ST OPTION:

Licensee shall license the next five films produced and/or distributed by
Licensor on same terms set forth herein for Pay and PPV rights, provided
that Canal+ France exercises its first option to license such next five
films produced and/or distributed by pursuant to paragraph 7 of that
certain agreement between Canal+ France and Licensor dated as of February
22, 1999. Licensee shall neither have the right nor the obligation
hereunder to license the next five films produced and/or distributed by
Licensor in the event Canal+ France does not exercise its option as
described hereunder.

BENELUX:

Licensor shall have an option on the same terms for Benelux to be exercised
by Licensor no later than the US theatrical release of the first Picture to
be released. If Licensor does not exercise its option and alternatively
sells those rights to a Benelux distributor, such distributor shall make
its reasonable efforts to sell those rights to Canal+ in Benelux, but
failure to do so shall not constitute a breach of these Deal Terms.

The parties by their signature acknowledge they have the right to enter into
this agreement and bind their respective companies.

Accepted and agreed this _____ day of _____________ 1999 between

------------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ - Managing Director Name/title:_______________________
Authorized Signatory Authorized Signatory
Canal+ International Acquisitions B.V. for and on behalf of
Spyglass Entertainment

Page 16

As of February 22, 1999 DISTRIBUTION AGREEMENT The following sets forth the material terms of the agreement ("Agreement") by and between Spyglass Entertainment Group, L.P., a Delaware Limited Partnership ("SEG") and Canal+ Image ("Canal"), relating to...

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