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                                                                 EXHIBIT 10.30

                             Six Flags Frontier City

                                   Front Gate

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                                    AGREEMENT

      THIS AGREEMENT is made as of this 13th day of January 2000, by and between
Frontier City Theme Park, a division of Six Flags Theme Parks Inc., an Oklahoma
corporation, having offices at 11501 NE Expressway, Oklahoma City, OK 73131
("Six Flags"), and RX Technology Inc., a Nevada, corporation, having offices at
2264 7th Street, Mandeville, LA 70471(RX Technology).

                                   WITNESSETH

      WHEREAS, Frontier City owns, operates or manages the theme amusement
facility which is open to the general public and known as Frontier City (the
"Park").

      WHEREAS, RX Technology Inc. desires to operate a retail concession known
as RX Technology Inc. (the "Concession") to sell digital Photographs of guests
riding "Wildcat and Renegade Rapids" and guests at Frontier City entrance (the
"Goods") in the Park as set forth herein;

      WHEREAS, Frontier City desires to grant RX Technology Inc. a license to
operate the Concession in the Park, subject to the terms and conditions set
forth herein.

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained herein, Frontier City and RX Technology Inc. agree as
follows:

      1. TERM.

            Subject to the provisions of this Agreement concerning termination,
Frontier City grants RX Technology Inc. a license to operate the Concession in
the Park in such locations of the Park as is set forth on Exhibit A hereto
during the period of time (the "Term") commencing April 1, 2000 (the
"Commencement Date") and terminating at the end of the Park's 2002 operating
season (the "Termination Date").

      2. OPERATION.

            A. Hours of Operation.

                  RX Technology Inc. agrees to operate the Concession during the
hours and days, including Sundays and holidays, that the Park is open for
business in accordance with schedules prepared by Frontier City which Frontier
City may modify in Frontier City' sole discretion at any time on twenty-four
(24) hours notice to RX Technology Inc. and such additional hours as are
required by Frontier City (the "Operating Hours"). RX Technology Inc.
acknowledges that Frontier City will suffer great harm if RX Technology Inc.
breaches the agreement set forth in this subsection, the amount of which would
be difficult to determine. Therefore, RX Technology Inc. agrees to pay Frontier
City liquidated damages of $500.00 for each Park operating day that RX
Technology Inc. opens the Concession thirty (30) minutes after the agreed
opening time of the Concession and/or closes the Concession thirty (30) minutes
before the agreed upon closing time. Upon notice thereof by Frontier City and
such liquidated damages amount shall be increased an additional $750.00 for each
successive violation of Park Operating Hours upon notice thereof by Frontier
City.


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            B. Approval of Goods/Services.

                  RX Technology Inc. agrees to submit samples of all products,
detailed plans, specifications, drawings and other information with respect to
Goods for sale to customers in the Park in connection with the Concession, for
Frontier City' approval in advance of sale of the same. RX Technology Inc.
agrees to make such changes to the Goods, at its sole cost and expense, as
Frontier City shall reasonably determine. RX Technology Inc. also agrees to
coordinate with the Park in coding each of RX Technology Inc.' Goods and
inputting the same in the cash register for tracking purposes. To the extent
requested by Frontier City, RX Technology Inc. shall comply with Frontier City'
point of sale and other information systems requirements.

            C. Price of Goods.

                  (i) RX Technology Inc. agrees to submit to Frontier City for
its review and approval, a retail price list of all RX Technology Inc.' Goods
for sale to customers of the Park (the "Approved Price List") at least two (2)
weeks prior to Commencement Date or any proposed change in any previously
approved price list. RX Technology Inc. agrees to make changes to the Approved
Price List as Frontier City shall reasonably request. RX Technology Inc. shall
be responsible for all costs and expenses associated with production and
printing of the Price List and any changes thereto, and such costs shall not be
deducted from Net Revenue (as hereinafter defined).

                  (ii) RX Technology Inc. agrees to make changes to the Approved
Price List (the "Revised Price List") at any time during the Term if the parties
mutually determine that an adjustment is appropriate. RX Technology Inc. shall
be responsible for all costs and expenses associated with production and
printing of the Revised Price List, and such costs shall not be deducted from
Net Revenue (as hereinafter defined).

                  (iii) RX Technology Inc. agrees that it shall not make its
Goods available to any party free of charge or at a discounted price unless RX
Technology Inc. is engaging in sampling activities approved by Frontier City,
etc. Notwithstanding the foregoing, RX Technology Inc. agrees to offer such
discounts on its Goods as Frontier City shall require and as Frontier City shall
offer in locations owned by Frontier City. RX Technology Inc. shall, at all
times, charge customers, including without limitation, family members, employees
and business associates, the price set forth on the Approved Price List for its
Goods except as otherwise expressly set forth herein.

                  (iv) RX Technology Inc. agrees that any merchandise/products
that are held for Guests by RX Technology Inc. must be taken to Guest Relations
at Park closing each operating day for the Guest to pick up. Failure to do so
will result in a $100.00 fine for each occurrence that Frontier City must
retrieve product held by RX Technology Inc..

            D. Methods of Sale: Payment and Return Policies.

                  (i) The Goods shall be available for sale to customers of the
Park as follows: by mail, telephone order, or at point of purchase (a "Method of
Sale"). A Method of Sale shall be discontinued at the discretion of Frontier
City.


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                  (ii) The following forms of payment for RX Technology Inc.'
Goods will be accepted: American Express, MasterCard, Visa, and Discover credit
cards (collectively, the "Credit Cards"), checks, and cash (each, a "Form of
Payment"). Frontier City may, in its sole discretion discontinue and, if
applicable, require RX Technology Inc. to discontinue any Form of Payment for
Goods sold hereunder. Conversely, Frontier City may, in its sole discretion,
require RX Technology Inc. to accept such additional forms of payment as may be
accepted by Frontier City in the future; and in so doing, RX Technology Inc.
agrees to submit to such reasonable rules/restrictions with respect thereto.
Payment for the Goods shall be in accordance with the provisions of Exhibit B -
Payment/Return Agreement, which is attached hereto and incorporated herein.

            E. Reports and Records.

                  (i) Upon commencement of RX Technology Inc.' daily operations,
RX Technology Inc. shall follow cashier procedures Exhibit B-Supplement pick up
a cash till from the Park's cash control facility, and within one (1) hour after
the close of each Park day, RX Technology Inc. shall deliver to Park's cash
control facility the following: (a) remaining cash till, (b) a daily report of
the day's operations on Frontier City' "Register Balance Form", and (c) the
day's daily gross receipts, including without limitation credit card sales
drafts, credit memos and all other materials evidencing sales transactions
during such day (collectively, the "Deposits"). Such Deposits are received
subject to audit by Frontier City as set forth herein and Frontier City may
correct and credit or debit RX Technology Inc. for any inaccuracies or errors in
RX Technology Inc.' computation of Deposits. Frontier City may refuse to accept
or revoke acceptance of any Deposits. including any sales drafts or credit
adjustments, which are illegible or which fail to comply with the terms of this
Agreement, including, but not limited to, any federal or state law.

                  (ii) RX Technology Inc. shall retain copies of sales drafts
and other materials evidencing sales transactions related to sale of Goods for
the Term of the Agreement from date of transaction. This Section shall survive
the termination of the Agreement.

            F. Compliance with Laws.

                  RX Technology Inc. agrees that at all times during the Term it
shall be in compliance with all laws, rules and regulations with respect to
operation of the Concession in the Park, including, without limitation, all
environmental and employment laws, rules and regulations. RX Technology Inc.
agrees that is shall be responsible for obtaining, at its sole cost and expense,
all licensing and/or permits required in connection with operation of the
Concession in the Park.

            G. Employees.

                  (i) RX Technology Inc. acknowledges that it has no authority
to employ persons on behalf of Frontier City, and no employees or agents of RX
Technology Inc. shall be deemed to be agents or employees of Frontier City.


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                  (ii) Without Frontier City' prior written consent, RX
Technology Inc. shall not, until after the second anniversary of the end of the
Term, solicit for the purpose of hiring or employ, directly or indirectly, any
employee employed by, or independent contractor engaging in business with,
Frontier City, in each case, during the Term. This subsection of the Agreement
shall survive until the second anniversary of the end of the Term.

                  (iii) RX Technology Inc. represents and warrants that it
shall, at its sole cost and expense, recruit, train, supervise and furnish the
services of at least {number} (#) persons to operate the, and perform services
in connection with the Concession as set forth in Exhibit C attached hereto and
incorporated herein ("RX Technology Inc.' Employees") during Operating Hours. RX
Technology Inc. acknowledges that Frontier City will suffer great harm if RX
Technology Inc. breaches the agreement set forth in this subclause, the amount
of which would be difficult to determine. Therefore, RX Technology Inc. agrees
to pay Frontier City liquidated damages of $250.00 for each Park operating day
that RX Technology Inc. fails to furnish the services of {number} (#) trained
persons to operate the Concession.

                  (iv) RX Technology Inc. shall be fully responsible for all RX
Technology Inc.' Employees, including without limitation, responsibility for all
salaries and other compensation, withholding taxes, worker's compensation
insurance, union dues, if applicable, and other required payments in connection
with such employees and shall be in compliance with all laws, rules and
regulations with respect thereto.

                  (v) Each prospective employee of RX Technology Inc. shall
complete an employment application, the form of which must be approved by
Frontier City, prior to beginning work in the Park.

                  (vi) RX Technology Inc. agrees to use best efforts to cause
its employees to attend Park training/orientation programs as may be required by
Frontier City and comply with Park rules and regulations, including without
limitation submission to drug testing, as may be required. Pending availability
of desired Park Orientation date and time, no RX Technology Inc. employees will
be scheduled for Park orientation with out five days written notice from RX
Technology Inc..

                  (vii) RX Technology Inc. agrees to verify, at its sole cost
and expense, the references of RX Technology Inc.' Employees, including without
limitation, prior positions of employment, reasons for leaving prior positions,
age, education, criminal records, immigration status, and right to work in the
United States and use due diligence to determine if any of RX Technology Inc.'
Employees have provided false information or omitted significant information
with respect to their backgrounds and/or prior employment.

                  (viii) RX Technology Inc. represents and warrants that it
shall not, to RX Technology Inc.' knowledge, employ any person to work in the
Park who has a criminal history without Frontier City' knowledge and approval
with respect to said employment. RX Technology


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Inc.' knowledge, for the purpose described in the immediately preceding
sentence, is the knowledge that RX Technology Inc. would have known had RX
Technology Inc. performed a reference check of the type performed by Frontier
City. RX Technology Inc. acknowledges that great harm can be suffered by
Frontier City if a RX Technology Inc. employee is discovered to have a criminal
record that could have been discovered with a criminal history background check
of the type performed by Frontier City with respect to all prospective employees
of Frontier City. The parties agree that it will be difficult to determine the
damages suffered by Frontier City in the event of RX Technology Inc.' failure to
undertake such background checks. Accordingly, the parties agree that in the
event RX Technology Inc. employs an individual for work in the Park for whom RX
Technology Inc. has not, prior to hiring such person, undertaken a criminal
history background check of the type performed by Frontier City, then RX
Technology Inc. shall pay Frontier City liquidated damages of $1,000.00 with
respect to each such employee of RX Technology Inc. regardless of whether the
background check would have revealed any evidence of criminal history.

                  (ix) At the request of Frontier City, RX Technology Inc. shall
make available to Frontier City all information obtained with respect to its
employees. includin~, without limitation, criminal history background checks.

                  (x) RX Technology Inc. agrees to terminate employment at the
Park for any RX Technology Inc. Employee working in the Park who: (a) is
subsequently discovered to have a criminal history and, after being advised of
the same, Frontier City does not approve said employment, (b) fails to comply
with Park rules or (c) made material misstatements or omissions on their
employment application. RX Technology Inc. agrees to indemnify Frontier City
from and against any claims by RX Technology Inc.' Employees arising from or
related to such dismissals.

                  (xi) Frontier City agrees that RX Technology Inc. may offer RX
Technology Inc.' Employees discounts on Park admission and food/merchandise at
the Park that Frontier City offers its employees in accordance with Park policy.

                  (xii) RX Technology Inc. has the option to provide costumes
for RX Technology Inc.'s employees. Frontier City will approve the costumes
provided by RX Technology Inc.. RX Technology Inc. is to submit costume to
Frontier City for approval no later then four weeks prior to Park Opening
(`Commencement Date"). RX Technology Inc. also has the option to purchase park
approved costumes from Frontier City for {Lessee names} `s employees. Park shoes
worn by RX Technology Inc. are to be within the Frontier City guidelines. All
costume charges will be deducted from RX Technology Inc. weekly Net revenue. It
will be the responsibility of RX Technology Inc. to collect costume charges from
RX Technology Inc. employees.

            3. FACILITY.

                  A. Rights/Responsibilities.

                  (i) In connection with RX Technology Inc.' operation and
management of the Concession, Frontier City agrees that RX Technology Inc. shall
be entitled use of and/or access to: (a) the facility at which the Concession is
operated (the "Facility"), (b) adjacent portions of the Facility, as may be
necessary for the operation and maintenance of the Concession, and (c)


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common ways and areas within the Park for incinerator or trash purposes, loading
and unloading supplies and installation, repair and maintenance of Equipment
and/or other elements related to the Concession.

                  (ii) Frontier City will be responsible for plumbing, and
electrical expenses related to the operation of the Concession in the Facility.
RX Technology Inc. will be responsible for all telephone call charges and photo
copy charges. Frontier City also agrees to provide the following: entry to the
Park for RX Technology Inc.' Employees in the performance of their duties, and
access to the Park employee parking areas on a first-come, first-serve basis to
be used in the performance of their duties.

                  (iii) RX Technology Inc. will be responsible for cleaning the
Facility and surrounding area and removing trash from said areas, the regular
maintenance of the Facility, including the replacement of light bulbs, tubes and
ballasts related to the operation of the Concession in the Facility.

            B. Construction.

                  (i) Prior to the construction of the Facility in the Park at
which the Concession is operated, RX Technology Inc. will submit its plans to
the Park for approval. These plans will include exterior and interior finishes
as well as RX Technology Inc.' proposed signage. RX Technology Inc. will design
the exterior and interior of the Facility and the signage so that they will be
consistent with the theme of the area of the Park in which the Facility is
located and Frontier City' design requirements policy (the "Design Policy") (a
copy of the Design Policy in effect as of the date hereof is attached hereto and
incorporated herein), as Frontier City may amend from time to time upon notice
to RX Technology Inc..

                  (ii) RX Technology Inc. agrees to obtain all permits,
consents, approvals and clearances with respect to any construction contemplated
hereunder and comply with all laws, rules and regulations with respect thereto,
including Frontier City Maintenance Department rules, and shall secure Frontier
City' prior approval with respect to the following: (a) contractors,
subcontractors, designers, architects and materialmen who will perform work or
services or supply materials in connection with the construction of the
Facility, (b) dates of commencement and completion with respect to each phase of
the construction of the Facility and (c) agreements with all contractors,
subcontractors, designers, architects and materialmen. RX Technology Inc. shall
only enter into construction agreements hereunder which permit assignment to
Frontier City and its affiliates. All construction hereunder shall be made in a
good and workmanlike manner.

                  (iii) Frontier City shall have the right, but not the
obligation, to test and inspect the construction of the Facility. RX Technology
Inc. agrees, at its sole cost and expense, to remedy any problems with the
Facility, upon Frontier City' request, including without limiting the foregoing,
problems associated with defective design, engineering, workmanship, failure of
factory construction, materials or any component parts.

                  (iv) RX Technology Inc. shall not place, maintain, or permit
to be placed or maintained on any exterior portion of the Facility or on the
interior side of or immediately adjacent to any glass door, wall or window of
said Facility, or otherwise display outside said Facility in the confines of the
Park, any signs, advertisements, lettering, trade, brand or service name, mark


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or logo, neon lights, flood lights, colored lights, flashing lights or other
exterior lighting without prior written consent of Frontier City, which consent
may be granted or withheld in the absolute discretion of Frontier City. RX
Technology Inc. shall not use in, on or about said Facility, or elsewhere in the
Park, any sound producing or reproduction equipment audible inside or outside
said Facility, without the prior written consent of Frontier City.

            C. Alterations.

                  Upon approval by RX Technology Inc. in writing, Frontier City
shall have the right, but not the obligation, to make alterations,
modifications, additions, improvements or updates, at RX Technology Inc.' sole
cost and expense, to the Facility and/or the Equipment, as hereinafter defined
(collectively, the "Alterations"); provided, however, that RX Technology Inc.
shall have been deemed to approve Alterations if: (i) the Alterations are
reasonably required by Frontier City: (a) for safety, quality or financial
control reasons, or (b) if new technology and improvements are made to the same
type of Facility and/or Equipment in the industry and/or (ii) required by any
applicable laws, rules or regulations. All such Alterations shall be made in a
good and workmanlike manner. RX Technology Inc. agrees to pay Frontier City for
the reasonable cost of such Alterations within thirty (30) days of receipt of an
invoice therefor.

                  (i) RX Technology Inc. agrees to make alterations,
modifications, additions, improvements or updates, at its sole cost and expense
(including any necessary design and engineering expenses), to the Facility
and/or the Equipment, as shall be mutually agreed to by the parties and in
accordance with the Design Policy.

                  (ii) RX Technology Inc. covenants that it will not make, or
suffer or permit to be made, any Alterations in, on, or to the Facility and/or
the Equipment without first: (a) notifying Frontier City in writing sufficiently
in advance of the commencement thereof to enable Frontier City to post or record
or both, appropriate and effective notices of non-responsibility, (b) obtaining
the written consent of Frontier City thereto, which consent Frontier City shall
not unreasonably withhold provided that the proposed Alterations are of high
quality and in harmony with the overall design and appearance of the Park, and
necessary to operate the Concession in a safe and efficient manner, (c)
obtaining the written approval of Frontier City as to all contractors,
subcontractors, and materialmen who will perform work or services or supply
materials in connection therewith and (d) obtaining the written consent of
Frontier City with respect to the proposed commencement and completion date of
such Alterations.

            D. Maintenance and Repair.

                  RX Technology Inc. agrees to properly maintain and keep in
good repair and condition the Facility and/or the Equipment, at its sole cost
and expense. The Facility and/or the Equipment shall be maintained in keeping
with the themeing and overall aesthetics of the Park. In the event any portion
of the Facility and/or the Equipment is inoperative or a component thereof has
failed or is defective, RX Technology Inc. shall repair the same no later than
seventy-two (72) hours of RX Technology Inc.' knowledge of the same or in the
case of Equipment, RX Technology Inc. shall secure comparable equipment (the
"Replacement Equipment") and deliver the same to the


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Park until such time as the Equipment is repaired. Failure of RX Technology Inc.
to comply with the provisions of this subsection shall constitute default
hereunder.

            E. Relocation.

                  RX Technology Inc. agrees that Frontier City shall have the
right to relocate RX Technology Inc. to another Facility in the Park, for any
reason, provided that Frontier City agrees to exercise reasonable care to
minimize interference in or to RX Technology Inc.' operations.

            F. Ownership.

                  (i) It is understood and agreed that the Facility and the
improvements thereto, whether made by RX Technology Inc. or Frontier City
hereunder, shall remain the property of Frontier City including the trademarks
and other indicia of Frontier City, including an Alternate Name (hereinafter
defined) ("Frontier City' Trademarks") and the trademarks of Frontier City'
affiliates, including Warner Bros. and DC Comics ("Affiliates' Trademarks")
shall be the property of Frontier City and its affiliates and in the event of
expiration or termination hereunder Frontier City' Trademarks and its
Affiliates' Trademarks shall be removed therefrom and returned to Frontier City
at RX Technology Inc.' sole cost and expense.

                  (ii) It is further understood and agreed that the improvements
thereto, whether made by RX Technology Inc. or Frontier City hereunder, shall
remain the property of Frontier City.

            G. Interference with Parks Operations.

                  RX Technology Inc. understands that this Agreement may not be
asserted to affect or impede Frontier City' normal Park operations, including
without limitation, upgrading Park equipment, building and/or facilities,
buying/selling Park games or attractions, entering into agreements with other
parties or locating or changing other facilities, equipment, walkways or signage
into or surrounding the Facility, each without the consent of RX Technology
Inc.. RX Technology Inc. shall have no exclusive rights with respect to the
operation of concessions in the Park similar in nature or type to the
Concession.

      4. EQUIPMENT.

            A. Description.

                  (i) RX Technology Inc. agrees to provide, at its sole cost and
expense, all equipment, supplies, furnishings, displays, and other signage, cash
registers, and any other materials necessary to operate the Concession (the
"Equipment"). Notwithstanding the foregoing, RX Technology Inc. agrees that it
shall use only Frontier City provided credit card processing equipment
(collectively, "Frontier City' Equipment"), as appropriate, for all transactions
and, in consideration therefore, RX Technology Inc. shall pay Frontier City no
later than thirty (30) days of receipt of an invoice therefore.

            B. Delivery, Installation and Removal.


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                  (i) RX Technology Inc. agrees that it shall be responsible for
the shipment, installation and, promptly following the end of the Term, the
removal, of the Equipment, including parts therefor and/or Replacement Equipment
(as hereinafter defined), at its sole cost and expense. RX Technology Inc.
agrees to coordinate with Frontier City with respect to the dates and times of
shipment and installation of the Equipment, Replacement Equipment and/or parts
therefor.

                  (ii) Frontier City shall have the right, but not the
obligation, to test and inspect the Equipment and the installation and operation
of the Equipment during the Term. RX Technology Inc. agrees, at its sole cost
and expense, to remedy any problems with the Equipment and installation thereof,
upon Frontier City' request, including without limiting the foregoing, problems
associated with defective design, engineering, workmanship, failure of factory
construction, materials or any component parts.

            C. Additional Equipment.

                  RX Technology Inc. agrees to install and/or supply additional
Equipment, as determined by mutual agreement of the parties, at no additional
cost to Frontier City.

      5. PAYMENT TO RX Technology Inc..

            A. RX Technology Inc. shall collect, record and submit the Deposits
of the Concession to Frontier City and Frontier City shall pay RX Technology
Inc. the following share of Net Revenues (as hereinafter defined) during each
operating season of the Term as follows:

             Ride Photo Locations:

                         Year              RX Technology Inc. % of Net Revenue
                         ----              -----------------------------------
                         2000                      62%
                         2001                      62%
                         2002                      62%

             Front Gate Photo Location:

                         Year              RX Technology Inc. % of Net Revenue
                         ----              -----------------------------------
                        2000                       65%
                        2001                       65%
                        2002                       65%

            B. "Net Revenue" means gross revenue of the Concession during the
applicable period less the sales tax paid or payable in respect thereto or
otherwise @paid. RX Technology Inc. agrees that Frontier City shall have the
right to deduct the following from RX Technology Inc.' share


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of the Net Revenue: (i) cash shortages, (ii) credit card, check processing and
other transaction costs and charges, including charge backs and return check
amounts and fees related thereto, (iii) the cost of goods taken from Frontier
City' warehouse, to the extent permitted by Frontier City, or otherwise and not
paid for, (iv) the cost of leased Park equipment, if any, each during the
applicable period, (v) hereof, and (vi) the cost of any bill or charge which is
the basis or which may be the basis for a lien against the Facility as set forth
in more detail in Section 9 (vi) hereof.

            C. RX Technology Inc.' share of the Net Revenue will be calculated
at the end of the week. For payment purposes, a week shall be defined as the
seven (7) day period beginning Monday and ending on and including Sunday.
Payments shall be directed as set forth in this Agreement or as RX Technology
Inc. may otherwise direct in writing and shall be payable seven (7) days from
Frontier City' calculation thereof. Frontier City shall have no further monetary
liability or obligation to RX Technology Inc.. Payments shall be made to RX
Technology Inc. at the address indicated in the first paragraph of this
Agreement or otherwise as requested in writing by RX Technology Inc..

            D. Notwithstanding Frontier City' deduction of sales tax from Net
Revenue, RX Technology Inc. represents and warrants that all payments by
Frontier City to RX Technology Inc. of RX Technology Inc.' share of Net Revenue
hereunder are exempt from any United States federal, state and local taxes or
other assessments, including any withholding taxes. RX Technology Inc. shall be
solely responsible for, and shall pay when due, assessments arising from or in
connection with the receipt by RX Technology Inc. of such Net Revenue.

      6. AUDIT RIGHTS.

            Until all claims and rights of Frontier City shall have been fully
ascertained, fixed and paid RX Technology Inc. shall maintain, in accordance
with generally accepted accounting principles, separate and accurate records of
the gross receipts of the Concession at the Park showing in detail all business
transacted by RX Technology Inc.. Frontier City shall have the right, at all
reasonable times, to examine and inspect such records as well as any other
business records of RX Technology Inc. pertaining to the operation of the
Concession. This Section shall survive the termination of this Agreement.

      7. CHANGE IN FINANCIAL CONDITION.

            RX Technology Inc. agrees to notify Frontier City promptly of any
significant/material change in its financial condition.

      8. TRADEMARKS.

            A. RX Technology Inc. hereby grants Frontier City the non-exclusive
royalty-free right and license to use RX Technology Inc.' trademarks, trade
names, service marks, logos and symbols, ("RX Technology Inc.' Trademarks") for
the Term of the Agreement in connection with the Concession in the Park. RX
Technology Inc.' Trademarks are and shall remain RX Technology Inc.' sole and
exclusive property. Frontier City agrees to include a trademark symbol (TM) on
the first


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and most prominent reference to RX Technology Inc.' Trademarks and a protective
trademark legend in materials as shall be required by RX Technology Inc.
hereunder.

            B. Frontier City reserves the right to create an alternate name
and/or logo (collectively, the "Alternate Name") for the Concession. Frontier
City shall own all right, title and interest in and to such Alternate Name, and
all goodwill with respect thereto shall inure to the benefit of Frontier City.
RX Technology Inc. agrees that any Alternate Name shall be the exclusive
property of Frontier City.

            C. Frontier City' Trademarks are and shall remain the sole and
exclusive property of Frontier City, and Affiliates' Trademarks are and shall
remain the sole and exclusive property of Frontier City' affiliates, and RX
Technology Inc. shall not use nor permit others to use Frontier City'
Trademarks, including the Alternate Name, and Affiliates' Trademarks for any
purpose without the prior written consent of Frontier City nor do anything which
could in any way conflict with Frontier City' or its affiliates' use or
ownership of such trademarks.

      9. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS.

            RX Technology Inc. represents and warrants that:

                  (i) RX Technology Inc. is, and will during the term of this
Agreement be, solvent and able to meet its obligations hereunder as and when
they become due;

                  (ii) RX Technology Inc. shall not use, or suffer or permit any
person or persons to use, the Equipment and/or Facility for any purpose other
than as set forth herein without the prior written consent of Frontier City, or
in any unlawful manner or for any unlawful purpose;

                  (iii) RX Technology Inc. shall comply with, and use its best
efforts to cause its agents and employees to comply with all rules and
regulations of the Park as may be in effect from time to time. RX Technology
Inc. confirms that it has been provided with a copy of the rules and regulations
of the Park;

                  (iv) RX Technology Inc. will not offer or provide any Goods in
or from the Concession or elsewhere in the Park, without the prior express
written authorization of Frontier City. Any uncertainty with respect to the
Goods which RX Technology Inc. is authorized to offer or provide shall be
resolved in the manner which most limits and restricts RX Technology Inc.
authority, and any reasonable interpretation of such authority by Frontier City
shall be binding upon RX Technology Inc.;

                  (v) RX Technology Inc. shall maintain, at its sole cost and
expense during the Term of this Agreement, a valid business license and any
other necessary permits or licenses and shall provide proof of same to Frontier
City;

                  (vi) RX Technology Inc. shall promptly pay all bills and
charges relating to the Concession in the Park, including any Alterations to the
Equipment and/or the Facility, and shall protect and indemnify Frontier City and
the Park against all such bills and charges and liens relating thereto. In the
event that RX Technology Inc. desires to contest any bill or charge which


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is the basis or which may be the basis for a lien against the Facility
constituting the Concession or the Park or both, RX Technology Inc. shall,
within five (5) days of notice therefor, obtain a bond of, or deposit collateral
with, a responsible corporate surety or depository to protect against any such
lien in the amount of any such bill estimated costs and expenses, including
without limitation, attorney's fees and interest. If RX Technology Inc. fails to
post such bond or collateral within the aforementioned time period, Frontier
City may, without prejudice to any other right or remedy of Frontier City herein
have the option to: (a) pay any such claim, bill or charge on RX Technology
Inc.' behalf, and RX Technology Inc. shall reimburse Frontier City on demand for
the amount of any such payment or (b) have the right to set off the amount of
said claim, bill or charge from the portion of RX Technology Inc.' Net Revenue
due hereunder. Should any claim or lien be filed or recorded affecting the
Facility or the Park or both, or should any action affecting the title thereto
be commenced, RX Technology Inc. shall give Frontier City written notice thereof
promptly after the same becomes known to RX Technology Inc., and RX Technology
Inc. shall thereafter remedy the same with respect to the Facility or the Park
or both;

                  (vii) RX Technology Inc.' Trademarks and/or any advertising,
promotion or publicity materials supplied Frontier City by RX Technology Inc.
hereunder will not violate, infringe upon or give rise to any adverse claim with
respect to any common law or other right whatsoever, including, without
limitation, any copyright, trademark, service mark, right of privacy or
publicity or contract right of any party or violate any other law; and

                  (viii) Except as otherwise expressly permitted herein, RX
Technology Inc. shall not have the right to use or permit the use of any of
Frontier City' Trademarks, including any depiction of the Park or Affiliates'
Trademarks without Frontier City' prior written consent identifying the use
consented to, which consent may be granted or withheld in the absolute
discretion of Frontier City. This Section shall survive the termination of the
Agreement.

                  (ix) Notwithstanding any other provision of this Agreement,
"FRONTIER CITY", within its discretion, reserves the right to designate any
other company or person as the Park sponsor ("Designated Park Sponsor") and
permit the sponsor signage, displays, or other identification of its products or
name on the exterior within the interior of the RX Technology Inc. site as long
as that the interior usage does not interfere with the actual operation of the
RX Technology Inc. operation. RX Technology Inc. shall not be entitled to any
compensation from "FRONTIER CITY" or any "Designated Park Sponsor" for such
usage nor shall RX Technology Inc. be relieved of any of the terms and
conditions of this Agreement. "FRONTIER CITY" agrees that no such signage of
displays shall be affixed to any of RX Technology Inc. product.

      10. SUBCONTRACTORS.

            Frontier City acknowledges that RX Technology Inc. has the right to
utilize subcontractors (collectively, the "Subcontractors") to fulfill the
obligations set forth hereunder, subject to Frontier City' prior approval with
respect thereto and the work to be performed thereby. RX Technology Inc. agrees
that (i) the terms of the agreement between RX Technology Inc. and any
Subcontractor will comply with all the terms of this Agreement, including,
without limitation, the provisions concerning criminal background checks of
persons working at the Park for or on behalf of RX Technology Inc. and the
provisions concerning insurance, (ii) there will be no disruption


                                       12

<PAGE>

(including strike) in the operation of the Concession whatsoever (even in the
event of replacement of the Subcontractors), and (iii) RX Technology Inc. shall
not cause or permit any liens, claims or encumbrances to be placed on or with
respect to the Equipment, Facility, Park or any other property of Frontier City
or RX Technology Inc. which is the subject of this Agreement.

      11. ASSIGNMENT.

            The obligations of RX Technology Inc. herein are personal in nature
and this Agreement and the obligations of RX Technology Inc. hereunder shall not
be assigned or otherwise transferred by RX Technology Inc., in whole or in part,
to any third party without the prior written consent of Frontier City. Frontier
City may assign this Agreement to any affiliate of Frontier City. For purposes
of this Agreement, the term "assigned" or "assignment" shall include, without
limitation, a consolidation or merger of RX Technology Inc. with or into another
party, a reorganization or a sale of all or substantially all of the assets of
RX Technology Inc. to another party, and/or transfer of a controlling interest
in RX Technology Inc.' business in or to another party.

      12. INDEMNITY.

            RX Technology Inc. covenants that it will protect, defend, hold
harmless and indemnify Frontier City, its directors, officers, employees.
agents, subsidiaries, affiliates, partners and parent companies from and against
any and all expenses, claims, actions, liabilities, attorney's fees and costs,
damages and losses of any kind or nature whatsoever (including. without
limitation of the foregoing, death of or injury to persons and damage to
property), actually or allegedly resulting from or connected with the operation
of the Facility and/or the Concession (including, without limitation of the
foregoing, goods sold, work done, services rendered or products utilized
therein, advertising and promotion therefor, lack of repair in or about the area
occupied or arising out of any actual or alleged infringement of any patent or
claim of patent, copyright, trademark, service mark, or trade name) or from the
omission or commission of any act, lawful or unlawful, or breach of this
Agreement by RX Technology Inc. or its agents or employees, whether or not such
act is within the scope of the employment of such agents or employees and not
due to the negligence or willful misconduct of Frontier City or its employees
and agents. This Section shall survive the termination of the Agreement.

      13. INSURANCE.

            A. To insure RX Technology Inc.' performance of the obligations and
warranties as set forth herein, but not by way of limitation, RX Technology Inc.
agrees, at its expense, to procure and maintain Comprehensive General Liability
against claims for bodily injury, personal injury or death and property damage,
Contractual Liability, Products Liability, Automobile Liability against claims
for bodily injury, personal injury or death and property damage. Risk Builder's
Risk Insurance, including coverage against collapse, written on a completed
value basis and Worker's Compensation Insurance, including an employer liability
endorsement (collectively, the "Insurance") each covering claims occurring upon,
in or about the Park, and on, in or about the adjoining streets, sidewalks and
passageways and identifying this Agreement, the Park and Frontier City Theme
Parks Inc. as being named as additional insured on the Insurance policies
described herein, including any renewals of such Insurance. The Insurance shall
apply separately to each


                                       13
<PAGE>

insured against whom a claim is made or suit is brought. The Insurance shall
remain in full force and effect for the Term of this Agreement and one (1) year
thereafter, and all such Insurance shall include a waiver of subrogation against
Frontier City. This Section shall survive the termination of the Agreement.

            B. The Insurance shall be written by a company rated "A" or better
by Best Insurance Reports, or by such other company consented to in writing by
Frontier City. The policy of Insurance will provide, inter alia, for thirty (30)
days advance notice to Frontier City and RX Technology Inc. of any proposed
policy modification or cancellation. Upon any cancellation and/or modification
of any Insurance policy required hereby, and prior to the effective date
thereof, RX Technology Inc. shall deliver replacement insurance to Frontier
City. RX Technology Inc. shall forward the Certificate of Insurance form
attached hereto and incorporated herein as Exhibit D to its insurer for
execution and transmit such executed Certificate to Frontier City promptly after
execution of this Agreement, and RX Technology Inc. shall also supply Frontier
City with its official Certificate of Insurance promptly after execution of this
Agreement for its records.

            C. Each of the Insurance liability coverages referenced above shall
have a combined single limit of at least $1,000,000 for any claim arising out of
a single occurrence and $3,000,000 for all claims in the aggregate.

            D. All Insurance policies required to be maintained shall be primary
and shall not require contribution from any coverage maintained by Frontier
City, and shall not contain, without Frontier City' prior written consent, any
special or non-customary exclusions.

            E. RX Technology Inc. shall further, upon request, furnish Frontier
City with a certificate from RX Technology Inc.' insurance carrier certifying
that RX Technology Inc. has obtained Worker's Compensation insurance upon its
employees, or an opinion of counsel satisfactory to Frontier City that such
coverage is not required.

            F. RX Technology Inc. understands that Frontier City' rights and RX
Technology Inc.' obligations hereunder shall not be limited or affected by the
provisions of this Section 13.

      14. BREACH.

            In the event of breach of any provision of this Agreement by RX
Technology Inc. or in the event RX Technology Inc. should become insolvent, file
a voluntary petition in bankruptcy, have a receiver, liquidator or trustee in
bankruptcy appointed over its affairs, have a significant material adverse
change in its financial condition, and notwithstanding Frontier City' right to
receive liquidation damages hereunder, in lieu thereof, Frontier City may, at
its option, then or at any time thereafter while said breach continues, upon
fifteen (15) days prior written notice to RX Technology Inc., terminate this
Agreement and the license and privileges granted hereby and be relieved of all
further obligation hereunder arising after the date of termination. In the event
of termination hereunder, RX Technology Inc. shall then quit and surrender the
premises as set forth in this Agreement and the license and privileges granted
hereby shall then terminate; provided, however,


                                       14

<PAGE>

that RX Technology Inc. shall remain liable for all obligations under this
Agreement, and Frontier City may, in addition to any remedy herein provided,
recover from RX Technology Inc. any damages to which it may be entitled in law
or equity. This Section shall survive the termination of this Agreement.


                                       15

<PAGE>

      15. NOTICES.

            All notices required or permitted to be given hereunder shall be in
writing and personally delivered or sent by courier or registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:

             To Frontier City:       Frontier City
                                     11501 NE Expressway
                                     Oklahoma City, OK 73131
                                     405-478-2140 ext. 203

                                     Attn: Stephen Ball
                                     Fax: 405-478-3104

             To RX Technology Inc.:  RX Technology Inc.
                                     P.O. Box 9112
                                     Mandeville, LA 70470

                                     Attn:D. Rex Gay
                                     Fax: 504-727-9815

or to such other addresses as the parties may direct by written notice given as
hereinabove provided. Notice shall be deemed given when received as evidenced by
the return receipt or the date such notice is first refused, if that be the
case. Notice also may be sent by facsimile and shall be deemed received on the
date facsimile is confirmed as being sent.

      16. SURRENDER OF PREMISES.

            At the expiration or prior termination of this Agreement, RX
Technology Inc. may, subject to any indebtedness of RX Technology Inc. to
Frontier City, promptly remove RX Technology Inc.' Equipment and Facility from
the Park, except that Frontier City' Trademarks or Frontier City' Affiliates'
Trademarks shall be removed from the Equipment and Facility and remain at the
Park, and RX Technology Inc. shall quit and surrender the Facility in the Park
in good condition, reasonable wear and tear excepted. Unless the parties
otherwise agree, if RX Technology Inc. fails to remove the Facility from the
Park within five (5) days after termination of this Agreement, then RX
Technology Inc. shall be deemed to have abandoned such property and title to the
same shall at that time vest in Frontier City. Any costs and expenses incurred
by Frontier City in removing such abandoned property (including the reasonable
value of the services rendered by Park employees in connection therewith) shall
be paid to Frontier City by RX Technology Inc. promptly following demand
therefor. This Section shall survive the termination of this Agreement.

      17. GOVERNING LAW.

            A. Each of the parties hereto agree that this Agreement shall be
deemed to have been made, entered into, executed and delivered in the State
of__________(the "Specified State") and that the laws of the Specified State
shall govern the construction, interpretation and


                                       16

<PAGE>

enforceability of this Agreement. Should any dispute arise in connection with
the construction, interpretation, performance or enforcement of the provisions
of this Agreement, Each of the parties hereto agree that any such action shall
be brought only in the courts located in the Specified State.

            B. Each of the parties hereto, to the full extent permitted by law,
hereby knowingly, intentionally and voluntarily, with and upon advice of
competent counsel, (i) submit to personal jurisdiction in the Specified State
over any suit, action or proceeding by any person arising from or relating to
this Agreement and the relationship of the parties hereto, (ii) agree that any
such action, suit or proceeding shall be brought in any state or federal court
of competent jurisdiction sitting in the federal court district in the Specified
State, (iii) submits to the jurisdiction of such courts and (iv) to the fullest
extent permitted by law, agree that it will not bring any action, suit or
proceeding in any forum other than as provided herein (but nothing herein shall
affect the right of the Frontier City to bring any action, suit or proceeding in
any other forum to the extent necessary to enforce its rights under this
Agreement).

      18. RELATIONSHIP OF THE PARTIES.

            RX Technology Inc. is an independent contractor. Nothing contained
in or done pursuant to this Agreement shall be construed as creating a
partnership, agency, joint employer, joint venture or landlord-tenant
relationship. Except as otherwise expressly provided in this Agreement, no party
shall become bound, with respect to third parties, by any representation, act or
omission of the other.

      19. FORCE MAJEURE.

            Neither party shall be liable to the other party for damages for its
failure to perform due to contingencies beyond its reasonable control,
including, but not limited to, fire, storm, flood, earthquake, explosion,
accidents, public disorders, sabotage, lockouts, labor disputes, strikes, riots
or acts of God. In the event that such an event has occurred, the party affected
shall notify the other immediately. The rights and obligations of either party
under this Agreement shall be suspended only for the duration and extent of the
force majeure and once the force majeure ceases to exist, the rights and
obligations of either party shall continue in full force.

      20. PUBLICITY.

            A. Frontier City shall, at its discretion, develop, direct and
produce any and all advertising and promotion in connection with the Concession
in the Park for the purposes of advertising, promoting, publicizing and
merchandising the Concession in the Park. RX Technology Inc. agrees to
cooperate, as necessary, when requested to provide any advertising or promotion
with respect to the Concession.

            B. Frontier City shall have the right to use RX Technology Inc.'
Trademarks and the names of any person or entity rendering services on or
associated with the Concession, as well as any such person or entity's
biography, photographic or non-photographic likeness and recorded voice.

            C. RX Technology Inc. shall not have the right to have or cause to
have sponsors with respect to the Concession without the prior written approval
of Frontier City.


                                       17
<PAGE>

            D. RX Technology Inc. agrees that Frontier City may obtain sponsors
for the Concession which may include affixing signage in or around the
Concession, and any proceeds Frontier City derives in connection therewith shall
be solely that of Frontier City.

      21. PROPRIETARY INFORMATION.

            RX Technology Inc. agrees that this Agreement and all information
regarding the business operations, policies and practices of Frontier City
("Proprietary Information") acquired or learned in connection with the
activities conducted under this Agreement shall be deemed confidential and
shall be kept in strict confidence under appropriate safeguards. The term
Proprietary Information, as used herein, does not include any information
that is or becomes generally available to the public other than as a result
of disclosure in violation of this Agreement. This Section shall survive the
termination of the Agreement.

      22. SEVERABILITY.

            If any provision of this Agreement or the application of any such
provision to any party or circumstance is held invalid, the remainder of this
Agreement, and the application of such provision other than to the extent it is
held invalid, will not be invalidated or affected thereby.

      23. ENTIRE AGREEMENT.

            This Agreement (including any and all exhibits and schedules hereto)
constitutes the entire agreement between the parties with respect to the matters
which are the subject hereof and supersedes all prior and contemporaneous
agreements and undertakings of the parties pertaining to the subject matter
hereof. This Agreement may not be modified except by written instrument duly
executed by the parties hereto.


                                       18
<PAGE>

       IN WITNESS WHEREOF, this ______ Agreement has been duly executed by the
parties hereto on the day and year first herein above written.

                               FRONTIER CITY ____________________
                               (a division of Six Flags Theme Parks Inc.)


                               By:  /s/ Lenny Freund
                                  --------------------------------
                                   Lenny Freund
                                   Vice President and General Manager

                               RX Technology Inc.:


                               By:  /s/ Chad H. Gay
                                  --------------------------------
                                   Chad H. Gay
                                   Vice President


                                       S-1
<PAGE>

                                    Exhibit A

                                   Location(s)

      Locations shall be determined by Frontier City in its sole discretion and
may be changed from time to time in the reasonable discretion of Frontier City.

      The locations are set forth below, subject to relocation in the reasonable
discretion of Frontier City.

Wildcat Photo -- located inside "Attitudes" gift shop.

Renegade Rapids Photo -- located on the Northeast corner of "Lone Buffalo"
restaurant.

Front Gate Photo -- located in the current "Blacksmith" shop at the bottom of
the entrance bridge, adjacent to the "Livery Stable."


                                    Ex. A - 1
<PAGE>

                                    Exhibit B

                            PAYMENT/RETURN AGREEMENT

      1. CREDIT CARD.

            (a) Acceptance.

                  (i) RX Technology Inc. shall comply with Frontier City' credit
card procedures (the "Credit Card Procedures"), as Frontier City may amend them
from time to time upon notice to RX Technology Inc., with respect to acceptance
of Credit Cards as payment for any Goods.

                  (ii) RX Technology Inc. agrees that it shall not: (A)
discriminate in favor of any Credit Card accepted for payment over another, (B)
require a minimum transaction amount or impose a surcharge as a condition for
honoring Credit Cards, (C) impose a requirement on Credit Card holders to
provide any personal information as a condition for honoring Credit Cards unless
otherwise required by the Credit Card Procedures, (D) make or require a
photocopy of a Credit Card, (E) make a Credit Card sale where only part of the
consideration due is paid by use of such Credit Card, or (F) accept a Credit
Card for any purpose which is prohibited by the Credit Card Procedures.

                  (iii) RX Technology Inc. shall not make a Credit Card sale to
any person if: (A) the Credit Card being presented has expired according to the
expiration date shown on such Credit Card, (B) the sale has been declined for
authorization, (C) RX Technology Inc. has reasonable grounds to believe the
Credit Card being presented is counterfeit, fraudulent or stolen, or (D) the
signature on the Credit Card does not appear to be the same as the signature on
the sales draft or the spelling of the signature on the sales draft is different
from the spelling of the name on the Credit Card. RX Technology Inc. shall use
reasonable efforts to retrieve any credit card from the customer when instructed
by a service provider in response to an authorization or other inquiry.

                  (iv) RX Technology Inc. agrees to display symbols of the
Credit Cards, supplied by Frontier City hereunder, at its Facility in the Park
to effectively inform customers of the Park that the Credit Cards are honored by
RX Technology Inc..

            (b) Returns and Adjustments.

                  (i) All disputes between RX Technology Inc. and any Credit
Card holder respecting any Credit Card transaction hereunder shall be settled
between RX Technology Inc. and such Credit Card holder. RX Technology Inc.
agrees that in the event of a Credit Card dispute, RX Technology Inc. shall
reasonably address the Credit Card holder's concern in a good faith manner.

                  (ii) RX Technology Inc. shall maintain a fair and consistent
policy for exchange and return of Goods and for the adjustment of amounts due on
Credit Card transactions and such policy shall be the same as available to cash
customers. RX Technology Inc.


                                  Ex. B - 1
<PAGE>

shall make no cash refunds or payments to Credit Card holders for returns or
adjustments on Credit Card sales.

                  (iii) When a refund or payment is due to a Credit Card holder
for return or adjustment, RX Technology Inc. shall prepare, execute and deliver
to Frontier City or cause to be delivered to Frontier City a legible credit
adjustment memo on a form provided or approved by Frontier City and deliver to
the Credit Card holder a copy of the completed form. Each credit adjustment memo
shall be imprinted with or contain the following: (A) Frontier City' name and
merchant account number, (B) city and address where the credit or adjustment
occurred, (C) Credit Card holder's name and Credit Card number, (D) Credit Card
expiration date, (E) the date of the return or adjustment and the date of the
initial transaction, if available, (F) the amount of the credit, and (G) a brief
description of the Goods returned.

                  (iv) With respect to each credit adjustment memo presented to
Frontier City and/or transmitted hereunder, RX Technology Inc. represents and
warrants that: (A) the credit adjustment memo represents an amount lawfully due
to a Credit Card holder for the retum or adjustment of Goods previously
purchased with the Credit Card, (B) a sales draft relating to and including the
amount of the credit memo was previously presented to Frontier City and/or
transmitted hereunder, (C) the credit adjustment memo does not duplicate
information concerning the same transaction in any other credit slip unless
Frontier City requests a resubmission, (D) the signature appearing on the credit
adjustment memo is that of an authorized employee of RX Technology Inc., and (E)
RX Technology Inc. has complied fully with the terms of this Agreement.

            (c) Failure to Comply.

                  In the event RX Technology Inc. fails to comply with the
Credit Card Procedures or the terms of this Exhibit B for a given Credit Card
transaction and said sales draft is returned to Frontier City, or in the event
Goods are returned by the customer that paid by Credit Card, RX Technology Inc.
agrees that Frontier City may, in its sole discretion: (i) deduct the amount of
said Credit Card transaction from RX Technology Inc.' share of the revenue from
the Concession due and owing RX Technology Inc., if any, or (ii) bill RX
Technology Inc. in the amount of said Credit Card transaction, and RX Technology
Inc. shall pay Frontier City the same within five (5) days of receipt therefor,
or (iii) demand payment from RX Technology Inc. in the amount of said Credit
Card transaction and RX Technology Inc. shall pay Frontier City immediately upon
its receipt of Frontier City' demand. Failure of RX Technology Inc. to pay
Frontier City as set forth herein for any outstanding Credit Card transactions
shall constitute a breach of the Agreement.

            (d) Termination of Acceptance.

                  In the event Frontier City' agreement with respect to the
Credit Cards terminates or Frontier City, in its sole discretion, determines
that it does not want RX Technology Inc. to accept Credit Cards as payment for
Goods hereunder, RX Technology Inc. agrees to discontinue acceptance of Credit
Cards and remove the Credit Card symbols from the Facility upon notification by
Frontier City.


                                        Ex. B - 2
<PAGE>

             2.
                   CHECK.

            (a) Acceptance.

                  RX Technology Inc. represents and warrants that it shall
comply with Frontier City' current check authorization procedures (the "Check
Authorization Procedures"), as Frontier City may amend from time to time upon
notice to RX Technology Inc., prior to acceptance of a check as payment for
Goods. Notwithstanding the foregoing, RX Technology Inc. agrees that it shall
not contact TeleCheck directly, as set forth in Section 3 of the Check
Authorization Procedures but shall contact the Merchandise Office or a
Merchandise Supervisor to obtain authorization from TeleCheck.

            (b) Returns and Adjustments.

                  (i) All disputes between RX Technology Inc. and any customer
respecting any check transaction hereunder shall be settled between RX
Technology Inc. and such customer. RX Technology Inc. agrees that in the event
of a dispute, RX Technology Inc. shall reasonably address the customer's concern
in a good faith manner.

                  (ii) RX Technology Inc. shall maintain a fair and consistent
policy for exchange and return of merchandise and for the adjustment of amounts
due on check transactions and such policy shall be the same as available to cash
and credit customers.

                  (iii) When a refund or payment is due to a customer for return
or adjustment, RX Technology Inc. shall prepare, execute and deliver to Frontier
City or cause to be delivered to Frontier City a legible Merchandise Return Slip
("Return Slip").

                  (iv) With respect to each legible Return Slip presented to
Frontier City hereunder, RX Technology Inc. represents and warrants that: (A)
the Return Slip represents an amount lawfully due customer for the return or
adjustment of Goods previously purchased with a check, (B) a sales draft
relating to and including the amount of the Return Slip was previously presented
to Frontier City and/or transmitted hereunder, (C) the Return Slip does not
duplicate information concerning the same transaction in any other Return Slip
unless Frontier City requests a resubmission, (D) the signature appearing on the
Return Slip is that of RX Technology Inc., and (E) RX Technology Inc. has
complied fully with the terms of this Agreement.

            (c) Failure to Comply.

                  In the event RX Technology Inc. fails to comply with the Check
Authorization Procedures for a given check and said check is returned to
Frontier City, or in the event Goods are returned by the customer that paid by
check, RX Technology Inc. agrees that Frontier City may, in its sole discretion:
(A) deduct the amount of said check from RX Technology


                                   Ex. B - 3
<PAGE>

Inc.' share of the revenue from the Concession due and owing RX Technology Inc.,
if any, or (B) bill RX Technology Inc. in the amount of said check, and RX
Technology Inc. shall pay Frontier City the same within five (5) days of receipt
therefor, or (C) demand payment from RX Technology Inc. in the amount of said
check and RX Technology Inc. shall pay Frontier City immediately upon its
receipt of Frontier City' demand. Failure of RX Technology Inc. to pay Frontier
City as set forth herein for any outstanding checks shall constitute a breach of
the Agreement.

            (d) Termination of Acceptance.

                  In the event Frontier City agreement with TeleCheck terminates
and Frontier City does not wish to continue acceptance of checks in the Park or
Frontier City, in its sole discretion, determines that it does not want RX
Technology Inc. to accept checks as payment for Goods hereunder, RX Technology
Inc. agrees to discontinue acceptance of checks upon notification by Frontier
City.

      3. CASH.

            (a) Acceptance.

                  RX Technology Inc. represents and warrants that it shall cause
all cash received by or on RX Technology Inc.' behalf for sale of Goods
hereunder to be rung in the cash register or other Frontier City approved cash
collection equipment and deposited in such cash register or other equipment at
the time of sale.

            (b) Returns and Adjustments.

                  (i) All disputes between RX Technology Inc. and any customer
respecting any cash transaction hereunder shall be settled between RX Technology
Inc. and such customer. RX Technology Inc. agrees that in the event of a
dispute, RX Technology Inc. shall reasonably address the customer's concern in a
good faith manner.

                  (ii) RX Technology Inc. shall maintain a fair and consistent
policy for exchange and retum of merchandise and for the adjustment of amounts
due on cash transactions and such policy shall be the same as available to
credit customers.

                  (iii) When a refund or payment is due to a customer for return
or adjustment, RX Technology Inc. shall prepare, execute and deliver to Frontier
City or cause to be delivered to Frontier City a legible Return Slip.

                  (iv) With respect to each legible Return Slip presented to
Frontier City hereunder, RX Technology Inc. represents and warrants that (A) the
Return Slip represents an amount lawfully due customer for the return or
adjustment of Goods previously purchased in cash, (B) a sales draft relating to
and including the amount of the Retum Slip was previously presented to Frontier
City and/or transmitted hereunder, (C) the Return Slip does not duplicate
information concerning the same transaction in any other Return Slip unless
Frontier City requests a resubmission, (D) the signature appearing on the Return
Slip is that of RX Technology Inc., and (E) RX Technology Inc. has complied
fully with the terms of this Agreement.


                                  Ex. B-4
<PAGE>

                  (v) RX Technology Inc. agrees that in the event Goods
hereunder are returned on a day that said Goods were not purchased, Frontier
City may, in its sole discretion: (A) deduct the amount of said return from RX
Technology Inc.' share of the revenue from the Concession due and owing RX
Technology Inc., if any; (B) bill RX Technology Inc. in the amount of said
return and RX Technology Inc. shall pay Frontier City the same within five (5)
days of receipt therefor or (C) demand payment from RX Technology Inc. in said
amount and RX Technology Inc. shall pay Frontier City immediately upon receipt
of Frontier City' demand. Failure of RX Technology Inc. to pay Frontier City as
set forth herein for any amount outstanding shall constitute a breach of the
Agreement.

                                        Ex. B - 5
<PAGE>

                             Credit Card Procedures

      RX Technology Inc. represents and warrants that it shall follow the
following Credit Card Procedures, as may be amended from time to time by
Frontier City upon notice to RX Technology Inc.:

            I. Each Credit Card sale shall be evidenced by a legible sales draft
(the "Draft") on a form approved by Frontier City, indicating the full amount
due for Goods sold hereunder.

            2. Each Draft shall be imprinted by RX Technology Inc., or show
evidence of the electronic equivalent obtained through use of a terminal which
reads the magnetic stripe on the Credit Card.

            3. The Draft shall include the following information: (i) Frontier
City' name and merchant account number, (ii) the city and state in which the
transaction takes place, (iii) the information on the Credit card, including the
account number, name and expiration date of the Credit Card, (iv) the date the
transaction takes place and the price of the Goods, (v) total amount of the
transaction, including all applicable taxes, (vi) description of Goods, and
(vii) signature of the Credit Card holder.

            4. RX Technology Inc. shall compare the signature on the Draft with
the signature on the Credit Card to ascertain that they are the same, and if the
Credit Card has a photograph of the Credit Card holder, verify that the Credit
Card holder and the person presenting the Credit Card appear to be the same
person. If RX Technology Inc. believes there is a discrepancy in the signature
or if the photographic identification is uncertain, RX Technology Inc. shall
contact the service provider for instructions.

            5. If the signature panel on the Credit Card is blank, RX Technology
Inc. shall do the following: (i) review positive identification to determine
that the user is the Credit Card holder; such identification must consist of a
current official government identification document (such as a passport or
driver's license) that bears the Credit Card holder's signature, (ii) indicate
such positive identification (including any serial number and expiration date)
on the Draft and (iii) require the Credit Card holder to sign the signature
panel of the Credit Card prior to completing the transaction.

            6. For each Credit Card sale, RX Technology Inc. shall deliver or
cause to be delivered a copy of the completed sales draft to the customer,
evidencing the full amount due for the Goods.

            7. RX Technology Inc. shall not complete a sales transaction without
first obtaining an authorization from the designated service provider for the
total amount of the transaction. RX Technology Inc. shall print legibly on the
Draft the authorization/approval code, evidencing any authorization so obtained.


                                        Ex. B - 6
<PAGE>

                                    Exhibit C

                                    Employees

RX Technology Inc.' Employees shall include, as a minimum, the following:

No. of Employees           Title
----------------           -----
      1                    Supervisor/Manager
      3                    Hosts/Hostesses


                                    Ex. C - 0

<PAGE>

                                    Exhibit D

                             FRONTIER CITY_________
                             ______________________
                             ______________________

                            CERTIFICATE OF INSURANCE

                          COMPANIES AFFORDING COVERAGE

  COMPANY                                COMPANY
  LETTER A                               LETTER D

  COMPANY                                COMPANY
  LETTER B                               LETTER E

  COMPANY                                COMPANY
  LETTER C                               LETTER F

  COVERAGES

THIS CERTIFICATE IS TO CERTIFY TO FRONTIER CITY ______ OR ANY SUBSIDIARIES
HEREAFTER REFERRED TO AS "FRONTIER CITY" THAT POLICIES DESCRIBED BELOW HAVE BEEN
ISSUED TO THE INSURED BY THE UNDERSIGNED AND ARE IN FULL FORCE AND EFFECT AT
THIS TIME. IF ANY CHANGES ARE MADE IN THE POLICIES WHICH EFFECT THE INTEREST OF
FRONTIER CITY OR IF ANY OF THE POLICIES ARE CANCELED AT THE REQUEST OF EITHER
PARTY, WRITTEN NOTICE WILL BE GIVEN BY THE INSURANCE COMPANY TO FRONTIER CITY
AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE THEREOF.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
  CO.          TYPE OF INSURANCE           POLICY   EFFE. EXP.    LIMITS IN THOUSANDS
  LTR.                                     NUMBER   DATE  DATE
--------------------------------------------------------------------------------------------------
        <S>                                                       <C>                   <C>
        WORKERS COMPENSATION                                      STATUTORY
        EMPLOYERS LIABILITY (NOTE 1)                              EA. ACCIDENT          $____
        CERTIFICATE HOLDER NAMED ALT                              DISEASE-POLICY LIMIT  $____
        EMPLOYER                                                  DISEASE EA. EMPLOYEE  $____
--------------------------------------------------------------------------------------------------
        GENERAL LIABILITY (NOTE 2)                                GENERAL AGG.          $____
        COMPREHENSIVE GENERAL LIABILITY                           PRODUCT-COMP/OPS AGG  $____
        CLAIMS MADE OCCURRENCE                                    PERSONAL & ADV.INJURY $____
        CERT. HOLDER NAMED ADDNL. INSURED                         EACH OCCURRENCE       $____
        WAIVER OF SUBROGATION WAIVED
        AGAINST CERT. HOLDER                                      FIRE DANIAGE
        HOLD HARMLESS AGREEMENT WITH CERT.                        (ANY ONE FIRE)        $____
        HOLDER INSURED                                            MEDICAL EXPENSE
        PROFESSIONAL LIABILITY                                    (ANY ONE PERSON)      $____
--------------------------------------------------------------------------------------------------
        AUTO LIABILITY                                            COMBINED SINGLE LIMIT $____
        ANY AUTO                                                  BODILY INJURY
        ALL OWNED                                                 (PER PERSON)          $____
        SCHEDULED AUTOS                                           BODILY INJURY
        CERT. HOLDER NAMED ADDNL. INSURED                         (PER ACCIDENT)        $____
        WAIVER OF SUBROGATION AGAINST
        FRONTIER CITY                                             PROPERTY DAMAGES      $____
--------------------------------------------------------------------------------------------------
        CARE, CUSTODY AND CONTROL (NOTE 4)                       EACH OCCURRENCE     $____
        (IF APPLICABLE)                                           AGGREGATE          $____
        ALL RISK                                                  DEDUCTIBLE         $____
        LEGAL LIABILITY FORM
--------------------------------------------------------------------------------------------------
        EXCESS LIABILITY (NOTE 5)                                 EACH OCCURRENCE    $____
        UMBRELLA                                                  AGGREGATE          $____
        OTHER THAN UMBRELLA FORM                                  DEDUCTIBLE         $____
--------------------------------------------------------------------------------------------------
 DESCRIPTION OF OPERATIONS /LOCATIONS/RESTRICTIONS

 PRODUCER/AGENT                          INSURED

 I DO HEREBY CERTIFY THAT THE INSURERS LISTED HEREIN ARE
 AUTHORIZED TO TRANSACT BUSINESS IN AND FOR THE STATE OF                    DATE ISSUED___________
 _____ AND CARRY A. M. BEST RATINGS OF ____________________________
 ____________________________

 AUTHORIZED REPRESENTATIVE                       REVERSE SIDE MUST BE COMPLETED
                                                (OVER)

_____________________________
</TABLE>


                                    Ex. D - 1
<PAGE>

POLICIES LISTED ON REVERSE SIDE INCLUDE COVERAGE FOR:

<TABLE>
<CAPTION>
                                                                                CHECK ONE
                                                                             YES          NO
<S>                                                                       <C>          <C>
NOTE (1) WORKERS COMPENSATION AND EMPLOYER3 LIABILITY
        (A) VOLUNTARY COMPENSATION ENDORSEMENT?                            ______       ______
        (B) DOES POLICY INCLUDE "WAIVER OF SUBROGATION ENDORSEMENT"
            AS REQUIRED BY CONTRACT WITH FRONTIER CITY?                    ______       ______
        (C) ALTERXATE EMPLOYER ENDORSEMENT IN FAVOR OF FRONTIER CITY?      ______       ______
        (D) COVERAGE IS AFFORDED IN THE STATES OF:
            ______________________________________

NOTE (2)  COMPREHENSIVE GENERAL LIABILITY
        (A) COVERAGE WRITTEN ON A COMPREHENSIVE FORM?                      ______       ______
        (B) PRODUCTS OR COMPLETED OPERATIONS COVERAGES INCLUDED?           ______       ______
        (C) IS POLLUTION COVERAGE INCLUDED?                                ______       ______
        (D) CONTRACTUAL LIABILITY COVERING HOLD HARMLESS AGREEMENT
            IN CONTRACT WITH FRONTIER CITY?                                             ______       ______
        (E) WAIVER OF SUBROGATION ENDORSEMENT AGAINST FRONTIER CITY?                    ______       ______
        (F) IS FRONTIER CITY NAMED AS ADDITIONAL INSURED?                               ______       ______
        (G) HAVE THERE EVER BEEN ANY PROFESSIONAL LIABILITY ACTIONS
            AGAINST THE INSURED? IF YES, PLEASE EXPLAIN.___________        ______       ______
            _______________________________________________________
            _______________________________________________________
            _______________________________________________________

            HAVE THERE BEEN ANY SETTLEMENTS? IF YES, PLEASE EXPLAIN.       ______       ______
            _______________________________________________________
            _______________________________________________________
            _______________________________________________________

            HAVE THERE BEEN ANY JUDGEMENTS? IF YES, PLEASE EXPLAIN.        ______       ______
            _______________________________________________________
            _______________________________________________________
            _______________________________________________________


NOTE (3) AUTO LIABILITY
        (A) ALL OWNED, HIRED AND NON-OWNED VEHICLES?                       ______       ______
        (B) WAIVER OF SUBROGATION AGAINST FRONTIER CITY?                                ______       ______
        (C) IS FRONTIER CITY NAMED AS ADDITIONAL INSURED?                               ______       ______

NOTE (4) CARE, CUSTODY AND CONTROL
        (A) IS COVERAGE INCLUDED FOR DAMAGES TO FRONTIER CITY PROPERTY WHILE
            BEING RAISED, LIFTED OR LOWERED WHILE USING CRANE, BOOMS OR
            HOISTS?                                                        ______       ______

NOTE (5) UMBRELLA FORM
        (A) IS COVERAGE EXCESS OVER PRIMARY COMMERCIAL LIABILITY AND
            EMPLOYERS LIABILITY?                                           ______       ______
        (B) IS FRONTIER CITY NAMED AS ADDITIONAL INSURED?                  ______       ______
        (C) WAIVER OF SUBROGATION AGAINST FRONTIER CITY?                                ______       ______
</TABLE>

                                     Ex. D - 2