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                                                                    Exhibit 10.8

                            Six Flags Magic Mountain

                                 Wile E. Coyote
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                               RX TECHNOLOGY, INC.
                                LICENSE AGREEMENT

      THIS LICENSE AGREEMENT is made as of this 1st day of January, 2000, by and
between SIX FLAGS MAGiC MOUNTAIN, a division of Six Flags Theme Parks Inc., a
Delaware corporation, having offices at 26101 Magic Mountain Parkway, Valencia,
CA. 91355 ("Six Flags"), and RX TECHNOLOGY, INC., having offices at 2264 7th
Street, Mandevilie, LA. 70471 ("RX")

                               W I T N E S S E T H

      WHEREAS, Six Flags owns, operates or manages the theme amusement facility
which is open to the general public and known as Six Flags Magic Mountain in
Valencia, CA. (the "Park").

      WHEREAS, RX desires to construct and operate a retail ride photo
concession known as RX Technology, Inc. (the "Ride Photo Shop") to sell
photographs of persons riding the Riddler Ride, the Batman Ride, the Goliath
ride, and the Children's coaster ride in the Park as set forth herein;

      WHEREAS, Six Flags desires to grant RX a license to operate the Ride Photo
Shop 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, Six Flags and RX agree as follows:

      1. TERM.

            Subject to the provisions of this Agreement concerning termination,
Six Flags grants RX a license to construct a facility, subject to the provisions
of this Agreement, from which to operate, and to operate the Ride Photo Shop in
the Park in such locations of the Park as is set forth on Exhibit A hereto
during the period of time commencing January 1st, 2000 (the "Commencement Date")
and terminating at the end of the Park's 2000 operating season on December 31st,
2000 (the "Termination Date").

      2. OPERATION.

            A. Hours of Operation.

                  RX agrees to operate the Ride Photo Shop during the hours and
days, including Sundays and holidays, that the Park is open for business in
accordance with schedules prepared by Six Flags which Six Flags may modify at
Six
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Flags' sole discretion at any time on twenty-four (24) hours notice to RX and
such additional hours as are required by Six Flags. RX acknowledges that Six
Flags will suffer great harm if RX breaches the agreement set forth in this
subsection, the amount of which would be difficult to determine. Therefore, RX
agrees to pay Six Flags liquidated damages of $50.00 for each Park operating day
that RX opens the Ride Photo Shop thirty (30) minutes after the opening time of
the Park's RX Ride Location Operating Hours and/or closes the Ride Photo Shop
thirty (30) minutes before the closing time of the Park's RX Ride Location
Operating Hours, upon notice thereof by Six Flags and such liquidated damages
amount shall be increased an additional $50.00 for each successive violation of
Park RX Ride Location Operating Hours, upon notice thereof by Six Flags, up to a
maximum liquidated damages amount of $500.00.

            B. Approval of Goods/Services.

                  RX agrees to submit samples of all merchandise for sale to
customers in the Park in connection with the Ride Photo Shop, for Six Flags'
approval in advance of sale of the same. RX agrees to make such changes to the
merchandise, at its sole cost and expense, as Six Flags shall reasonably
determine. RX also agrees to coordinate with the Park in coding each of RX's
Goods/Services and inputting the same in the cash register for tracking
purposes. To the extent requested by Six Flags, RX shall comply with Six Flags'
point of sale and other information systems requirements.

            C. Price of Goods/Services.

                  (i) RX agrees to submit to Six Flags for its review and
approval, a retail price list of all RX's Merchandise 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 agrees to make changes to the Approved Price List as Six Flags shall
reasonably request. RX 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 agrees to make changes to the Approved Price List (the
"Revised Price List") at any time during the Term if Six Flags determines, in
its sole discretion that an adjustment is appropriate. RX 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 agrees that it shall not make its Goods/Services
available to any party free of charge or at a discounted price unless RX is
engaging in sampling activities approved by Six Flags, etc. Notwithstanding the
foregoing, RX agrees to offer such discounts on its Goods/Services as Six Flags
shall require and as Six Flags shall offer in locations owned by Six Flags. RX
shall, at all times, charge


RX Agreement                                                        Page 2 of 19
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customers, including without limitation, family members, employees and business
associates, the price set forth on the Approved Price List for its
Goods/Services except as otherwise expressly set forth herein.

            D. Methods of Sale; Payment and Return Policies.

                  (i) The Goods/Services shall be available for sale to
customers of the Park at point of purchase.

                  (ii) The following forms of payment for RX's Goods/Services
will be accepted: MasterCard, Visa, American Express and Discover credit cards
(collectively, the "Credit Cards"), and cash (each, a "Form of Payment"). Six
Flags may, in its sole discretion, discontinue and, if applicable, require RX to
discontinue any Form of Payment for Goods/Services sold hereunder. Conversely,
Six Flags may, in its sole discretion, require RX to accept such additional
forms of payment as may be accepted by Six Flags in the future; and in so doing,
RX agrees to submit to such reasonable rules/restrictions with respect thereto.
Payment for the Goods/Services 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's daily operations, RX shall 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 shall deliver to the Park's cash control
facility the following: (a) remaining cash till, (b) a daily report of the day's
operations on Six Flags' "Daily Sales Report" 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
Six Flags as set forth herein and Six Flags may correct and credit or debit RX
for any inaccuracies or errors in RX's computation of Deposits. Six Flags 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 shall retain copies of sales drafts and other
materials evidencing sales transactions related to sale of Goods/Services for a
period of one (1) year from date of transaction. This Section shall survive the
termination of the Agreement.

            F. Compliance with Laws.

                  RX 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
Ride Photo Shop in the Park, including, without limitation, all environmental
and employment laws, rules and regulations. RX Agrees that it shall be
responsible for


RX Agreement                                                        Page 3 of 19
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obtaining, at its sole cost and expense, all licensing and/or permits required
in connection with operation of the Ride Photo Shop in the Park.

            G. Employees.

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

                  (ii) Without Six Flags' prior written consent, RX 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, Six Flags, 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 and Managers of RX's Ride Photo Shop, must be trained
completely in the areas of labor law, wage and hour law, and regulations
regarding the employment of minors. It shall be the responsibility of RX to seek
and obtain outside agencies to provide this training.

                  (iv) RX shall develop their own employee handbook, which
handbook shall include Park rules, regulations, and work guidelines. Six Flags
shall provide such specific rules, regulations and work guidelines to RX. In
addition, RX's own statements regarding harassment, drug testing policies, fair
employment practices, and safety standards, etc., shall be included in RX's
employee handbook.

                  (v) RX represents and warrants that it shall, at its sole cost
and expense, recruit, train, supervise and furnish the services of at least one
(1) person to operate the Ride Photo Shop, and perform services in connection
with the Ride Photo Shop as set forth in Exhibit C attached hereto and
incorporated herein ("RX's Employees") during Operating Hours. RX acknowledges
that Six Flags will suffer great harm if RX breaches the agreement set forth in
this subclause, the amount of which would be difficult to determine. Therefore,
RX agrees to pay Six Flags liquidated damages of $250.00 for each Park operating
day that RX fails to furnish the services of one (1) trained person to operate
the Ride Photo Shop.

                  (vi) Six Flags shall provide RX with a list of approved
vendors where RX may purchase, at RX's expense, Park approved uniforms for use
by RX employees. RX agrees that all such uniforms are to be worn by RX
employees, at the proper length and in the proper size for each employee. RX
and/or employees of RX, are responsible for the care and laundering of RX
uniforms. Wardrobe facilities and/or lockers are not available for RX employees
to change into and out of Park uniforms. Employees of RX are expected to report
to their work location, dressed in the proper Park attire with uniforms clean
and neat, in order to present a well groomed appearance to Park guests. In RX's
absence, Six Flags reserves the right to dismiss


RX Agreement                                                        Page 4 of 19
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for the day, any RX employee Six Flags deems is not dressed in a presentable
manner or is groomed in such a manner as to negatively affect Park guests.
Should such dismissal be necessary and result in the closure of RX's Ride Photo
Shop, RX shall be responsible to pay Six Flags liquidated damages as stated in
Paragraph G, section (v) of this Agreement.

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

                  (viii) Each prospective employee of RX shall complete an
employment application, the form of which must be approved by Six Flags prior to
beginning work in the Park. In addition, each employee hired by RX to work in
the Park, must attend a Licensee Orientation as provided by Six Flags, prior to
beginning work in the Park.

                  (ix) It is the intention of Six Flags to maintain a drug and
alcohol free environment. As a Licensee of Six Flags, RX is required and agrees
to have in place a "Substance Abuse Policy" for its employees. This policy must
include supervisor awareness training, testing for reasonable suspicion and
discipline guidelines to terminate employment with or without cause for
violation of this policy. Testing may not take place on Park property and a
third party administrator must be utilized.

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

                  (xi) RX represents and warrants that it shall not, to RX's
knowledge, employ any person to work in the Park who has a criminal history
without Six Flags' knowledge and approval with respect to said employment. RX's
knowledge, for the purpose described in the immediately preceding sentence, is
the knowledge that RX would have known had RX performed a reference check of the
type performed by Six Flags. RX acknowledges that great harm can be suffered by
Six Flags if a RX employee is discovered to have a criminal record that could
have been discovered with a criminal history background check of the type
performed by Six Flags with respect to all prospective employees of Six Flags.
The parties agree that it will be difficult to determine the damages suffered by
Six Flags in the event of RX's failure to undertake such background checks.
Accordingly, the parties agree that in the event RX employs an individual for
work in the Park for whom RX has not, prior to hiring such person, undertaken a
criminal history background check of the type performed by Six Flags, then RX
shall pay Six Flags liquidated damages of


RX Agreement                                                        Page 5 of l9
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$1,000.00 with respect to each such employee of RX regardless of whether the
background check would have revealed any evidence of criminal history.

                  (xii) At the request of Six Flags, RX shall make available to
Six Flags all information obtained with respect to its employees, including,
without limitation, criminal history background checks.

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

                  (xiv) Six Flags agrees that RX may offer RX's Employees
discounts on Park admission and merchandise at the Park that Six Flags offers
its employees in accordance with Park policy.

      3. FACILITY.

            A. Rights/Responsibilities

                  (i) In connection with RX's operation and management of the
Ride Photo Shop, Six Flags agrees that RX shall be entitled use of and/or access
to: (a) the facility to be constructed by RX, subject to the terms of this
Agreement, at which the Ride Photo Shop is operated (the "Facility"), (b)
adjacent portions of the Facility, as may be necessary for the operation and
maintenance of the Ride Photo Shop, and (c) 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 Ride Photo Shop. Nothwithstanding the foregoing, that RX shall not have
access to or be permitted to use that portion of the facility designed for
retail space to be operated by Six Flags ("Adjacent Six Flags Retail Space").

                  (ii) Six Flags will be responsible for heating, ventilation,
air conditioning, plumbing, electrical, in-park telephone expenses related to
the operation of the Ride Photo Shop in the Facility. Six Flags also agrees to
provide the following: (i) identification cards to enter the Park for RX's
Employees in the performance of their duties, (ii) RX's Employee access to the
Park employee parking areas on a first-come, first-serve basis to be used in the
performance of their duties, and (iii) Six Flags agrees to allow RX to have
supplies shipped to the Park's warehouse facility provided such supplies are
picked up within a 24 hour period of being received.

                  (iii) RX will be responsible for depositing all trash in Six
Flags' designated trash dumpsters and cleaning the facility.


RX Agreement                                                        Page 6 of l9
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            B. Construction.

                  (i) RX shall, at its own expense, construct the facility,
including the Adjacent Six Flags Retail Space, subject to the terms of this
Agreement. Prior to the construction of the Facility in the Park at which the
Ride Photo Shop is operated, RX will submit its plans to the Park for approval.
These plans will include exterior and interior finishes as well as proposed
signage. RX 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 Six Flags' 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 set forth on Exhibit D, as Six Flags
may amend from time to time upon notice to RX.

                  (ii) RX 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 Six Flags
Maintenance Department rules, and shall secure Six Flags' 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 shall only enter into construction agreements hereunder which
permit assignment to Six Flags and its affiliates. All construction hereunder
shall be made in a good and workmanlike manner.

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

                  (iv) RX 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 or logo, neon
lights, flood lights, colored lights, flashing lights or other exterior lighting
without prior written consent of Six Flags, which consent may be granted or
withheld in the absolute discretion of Six Flags. RX 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 Six Flags.

            C. Alterations.

                  (i) RX agrees to make alterations, modifications, additions,


RX Agreement                                                        Page 7 of 19
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improvements or updates, at its sole cost and expense (including any necessary
design and engineering expenses), to the Facility [and/or the Equipment (as
hereinafter defined)], as hereinafter defined (collectively, the "Alterations"),
as shall be mutually agreed to by the parties and in accordance with the Design
Policy as Six Flags may amend from time to time upon notice to RX; provided,
however, that RX shall be required to make Alterations if: (i) the Alterations
are reasonably required by Six Flags: (x) for safety, quality or financial
control reasons, or (y) 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.

                  (ii) RX 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 Six Flags in writing sufficiently in advance of the
commencement thereof to enable Six Flags to post or record or both, appropriate
and effective notices of non-responsibility, (b) obtaining the written consent
of Six Flags thereto, which consent Six Flags 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 Ride
Photo Shop in a safe and efficient manner, (c) obtaining the written approval of
Six Flags 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 Six Flags with respect to the proposed
commencement and completion date of such Alterations.

            D. Maintenance and Repair.

                  RX agrees to properly maintain and keep in good repair and
condition the Facility, at its sole cost and expense. The Facility 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 shall repair the same no later
than 24 hours of RX's knowledge of the same or, in the case of Equipment, RX
shall secure comparable equipment (the "Replacement Equipment") and deliver the
same to the Park until such time as the Equipment is repaired. Failure of RX to
comply with the provisions of this subsection shall constitute default
hereunder.

            E. Relocation.

                  RX agrees that Six Flags shall have the right to relocate RX
to another Facility in the Park, for any reason, provided that Six Flags agrees
to exercise reasonable care to minimize interference in or to RX's operations.

            F. Ownership.

                  (i) It is understood and agreed that the Facility and the


RX Agreement                                                        Page 8 of 19
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improvements thereto, whether made by RX or Six Flags hereunder, shall remain
the property of Six Flags including, without limitation, the trademarks and
other indicia of Six Flags, Including an Alternate Name (hereinafter defined)
("Six Flags Trademarks") and the trademarks of Six Flags' affiliates, including
Warner Bros. and DC Comics ("Affiliates' Trademarks")

                  (ii) It is further understood and agreed that the Equipment
(other than equipment in the adjacent Six Flags retail space), shall remain the
property of RX; provided, however, that if such Equipment has been paid for by
Six Flags, then such equipment shall remain the property of Six Flags. This
Section shall survive the termination of this Agreement.

            G. Interference with Park/Parks' Operations.

                  RX understands that this Agreement may not be asserted to
affect or impede Six Flags' 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. RX shall have no
exclusive rights with respect to the sale and/or operation of concessions in the
Park similar in nature or type to the RX type Ride Photo Shop, during the term
of this Agreement.

      4. EQUIPMENT.

            A. Description.

                  RX agrees to provide, at its sole cost and expense, all
equipment, supplies, furnishings, displays, and other signage, cash registers,
credit card processing equipment and any other materials necessary to operate
the Ride Photo Shop (the "Equipment"). A general description of the Equipment is
set forth in Exhibit E, attached hereto and incorporated herein.

            B. Delivery. Installation and Removal.

                  (i) RX 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 agrees that time is of the essence
with respect to this Agreement and the business of the Park is significantly
affected by RX's ability to have the Equipment installed and operating on
schedule and that the business, revenues and profits of the Park will be
affected in a materially adverse manner if the Equipment is not ready (in good
working order) for operation on the Commencement Date.

                  (ii) Six Flags shall have the right, but not the obligation,
to test


RX Agreement                                                        Page 9 of 19
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and inspect the Equipment and the installation and operation of the Equipment
during the Term. RX agrees, at its sole cost and expense, to remedy any problems
with the Equipment and installation thereof, upon Six Flags' 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 agrees to install and/or supply additional Equipment, as
determined by mutual agreement of the parties, at no additional cost to Six
Flags.

      5. PAYMENT TO RX.

            A. Six Flags shall collect and record the receipts of the Ride Photo
Shop and Six Flags shall pay RX the following share of Net Revenues (as
hereinafter defined) during each operating season of the Term as follows:

                    Year          RX's % of Net Revenue

                    2000                  62%

            B. "Net Revenue" means gross revenue of the Ride Photo Shop during
the applicable period less the sales tax paid or payable in respect thereto or
otherwise paid. RX agrees that Six Flags shall have the right to deduct the
following from RX's share of the Net Revenue: (ii) cash shortages, (iii) credit
card processing, and other transaction costs and charges, including charge backs
and fees related thereto, (iv) the cost associated with the damage or loss of
uniforms as set forth in more detail in Section 2 G (vi) hereof, and (v) 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 A (vii)
hereof.

            C. RX's 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 may otherwise direct in writing
and shall be payable twenty one (21) days from Six Flags' calculation thereof.
Six Flags shall have no further monetary liability or obligation to RX. Payments
shall be made to RX at the address indicated in the first paragraph of this
Agreement or otherwise as requested in writing by RX.

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


RX Agreement                                                       Page 10 of 19
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      6. AUDIT RIGHTS.

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

      7. CHANGE IN FINANCIAL CONDITION.

            RX agrees to notify Six Flags promptly of any significant/material
change in its financial condition.

      8. TRADEMARKS.

            A. RX hereby grants Six Flags the exclusive royalty-free right and
license to use RX's trademarks, trade names, service marks, logos and symbols.
("RX's Trademarks") for the Term of the Agreement in connection with the Ride
Photo Shop in the Park. RX's Trademarks are and shall remain RX's sole and
exclusive property.

            B. Six Flags reserves the right to create an alternate name and/or
logo (collectively, the "Alternate Name") for the Ride Photo Shop. Six Flags
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 Six Flags. RX agrees
that any Alternate Name shall be the exclusive property of Six Flags.

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

      9. REPRESENTATIONS AND WARRANTIES: ADDITIONAL COVENANTS.

            A. RX represents and warrants that:

                  (i) RX 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 shall not use, or suffer or permit any person or
persons


RX Agreement                                                       Page 11 of 19
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to use, the Equipment and/or Facility for any purpose other than as set forth
herein without the prior written consent of Six Flags, or in any unlawful manner
or for any unlawful purpose;

                  (iii) RX 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 confirms that it has been provided with a
copy of the rules and regulations of the Park;

                  (iv) RX will not offer or provide any Goods/Services in or
from the Ride Photo Shop or elsewhere in the Park, without the prior express
written authorization of Six Flags. Any uncertainty with respect to the
Goods/Services which RX is authorized to offer or provide shall be resolved in
the manner which most limits and restricts RX's authority, and any reasonable
interpretation of such authority by Six Flags shall be binding upon RX;

                  (v) RX 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 Six Flags;

                  (vi) The Ride Photo Shop, including the Facility and the
Equipment with respect thereto, will be fit and safe for its intended commercial
use, shall be free from defects, shall comply with all applicable laws,
ordinances and regulations, including building, electrical and/or other codes,
and will meet the operation objectives set forth herein;

                  (vii) RX shall promptly pay all bills and charges relating to
the Ride Photo Shop in the Park, including any Alterations to the Equipment
and/or the Facility, and shall protect and indemnify Six Flags and the Park
against all such bills and charges and liens relating thereto. In the event that
RX desires to contest any bill or charge which is the basis or which may be the
basis for a lien against the Facility constituting the Ride Photo Shop or the
Park or both, RX 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
fails to post such bond or collateral within the aforementioned time period, Six
Flags may, without prejudice to any other right or remedy of Six Flags herein
have the option to: (a) pay any such claim, bill or charge on RX's behalf, and
RX shall reimburse Six Flags 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's 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 shall give Six Flags written notice
thereof promptly after the same becomes known to RX, and RX shall thereafter
remedy the same with respect to the Facility or the Park or both;


RX Agreement                                                       Page 12 of 19
<PAGE>

                  (viii) RX's Trademarks, and/or any advertising, promotion or
publicity materials supplied Six Flags by RX 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

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

      10. SUBCONTRACTORS.

            Six Flags acknowledges that RX has the right to utilize
subcontractors (collectively, the "Subcontractors") to fulfill the obligations
set forth hereunder, subject to Six Flags' prior approval with respect thereto
and the work to be performed thereby. RX agrees that (i) the terms of the
agreement between RX 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
and the provisions concerning insurance, (ii) there will be no disruption in the
operation of the Ride Photo Shop whatsoever (even in the event of replacement of
the Subcontractors), and (iii) RX 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 Six Flags or RX which is the subject of this Agreement.

      11. ASSIGNMENT.

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

      12. INDEMNITY.

            RX covenants that it will protect, defend, hold harmless and
indemnify Six Flags, 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


RX Agreement                                                       Page l3 of 19
<PAGE>

persons and damage to property), actually or allegedly resulting from or
connected with the operation of the Ride Photo Shop (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 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 Six Flags or its employees and
agents. This Section shall survive the termination of the Agreement.

      13. INSURANCE.

            A. To insure RX's performance of the obligations and warranties as
set forth herein, but not by way of limitation, RX 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, 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 Six Flags 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 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
Six Flags. 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
Six Flags. The policy of Insurance will provide, inter alia, for thirty (30)
days advance notice to Six Flags and RX 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 shall deliver
replacement insurance to Six Flags. RX shall forward the Certificate of
Insurance form attached hereto and incorporated herein as Exhibit F to its
insurer for execution and transmit such executed Certificate to Six Flags
promptly after execution of this Agreement, and RX shall also supply Six Flags
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.


RX Agreement                                                       Page l4 of 19
<PAGE>

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

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

            F. RX understands that Six Flags' rights and RX's 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 or
in the event RX 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 Six Flags' right to receive liquidated damages
hereunder, in lieu thereof, Six Flags may, at its option, then or at any time
thereafter while said breach continues, upon fifteen (15) days prior written
notice to RX, 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 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, that RX shall
remain liable for all obligations under this Agreement, and Six Flags may, in
addition to any remedy herein provided, recover from RX any damages to which it
may be entitled in law or equity. This Section shall survive the termination of
this Agreement.

      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 Six Flags: Six Flags Magic Mountain
                          26101 Magic Mountain Parkway
                          Valencia, CA. 91355
                          Attn: Director, Retail Dept.
                          Fax: (805)255-4789

            copy to:      Premier Parks
                          122 East 42nd Street 49th Floor
                          New York, NY 10168


RX Agreement                                                       Page 15 of 19
<PAGE>

                          Attn: General Counsel
                          Fax: (212) 949-6203

            To RX:        RX Technology, Inc.
                          2264 7th Street
                          Mandeville, LA. 70471
                          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 may,
subject to any indebtedness of RX to Six Flags, promptly remove RX's Equipment
from the Park, except that Six Flags' Trademarks or Six Flags' Affiliates'
Trademarks shall be removed from the Equipment and remain at the Park, and RX
shall quit and surrender the Ride Photo Shop in the Park in good condition,
reasonable wear and tear excepted. Unless the parties otherwise agree, if RX
fails to remove the Equipment from the Park within five (5) days after
termination of this Agreement, then RX shall be deemed to have abandoned such
property and title to the same shall at that time vest in Six Flags. Any costs
and expenses incurred by Six Flags in removing such abandoned property
(including the reasonable value of the services rendered by Park employees in
connection therewith) shall be paid to Six Flags by RX 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
California (the "Specified State") and that the laws of the Specified State
shall govern the construction, interpretation and 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


RX Agreement                                                       Page l6 of l9
<PAGE>

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 Six Flags 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 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. Six Flags shall, at its discretion, develop, direct and produce
any and all advertising and promotion in connection with the Ride Photo Shop in
the Park for the purposes of advertising, promoting, publicizing and
merchandising the Ride Photo Shop in the Park. RX agrees to cooperate, as
necessary, when requested to provide any advertising or promotion with respect
to the Ride Photo Shop.

            B. Six Flags shall have the right to use RX's Trademarks and the
names of any person or entity rendering services on or associated with the Ride
Photo Shop, as well as any such person or entity's biography, photographic or
non-photographic likeness and recorded voice.

            C. RX shall not have the right to have or cause to have sponsors
with respect to the Ride Photo Shop without the prior written approval of Six
Flags.

            D. RX agrees that Six Flags may obtain sponsors for the Ride Photo
Shop which may include affixing signage in or around the Ride Photo Shop, and
any proceeds Six Flags derives in connection therewith shall be solely that of
Six Flags.


RX Agreement                                                       Page l7 of 19
<PAGE>

      21. PROPRIETARY INFORMATION.

            RX agrees that this Agreement and all information regarding the
business operations, policies and practices of Six Flags ("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.


RX Agreement                                                       Page 18 of 19
<PAGE>

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

                                        SIX FLAGS MAGIC MOUNTAIN,
                                        a division of Six Flags Theme Parks Inc.

                                        By: /s/ Del Holland
                                            ------------------------------------
                                                Del Holland
                                                Vice President, General Manager


                                        RX TECHNOLOGIES

                                        By: /s/ Donald Rex Gay
                                            ------------------------------------
                                                D. Rex Gay
                                                President


RX Agreement                                                       Page 19 of 19
<PAGE>

                                    Exhibit A

                                    Location

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

RX SHALL OPERATE THE RIDE PHOTO SHOPS AT THE FOLLOWING LOCATIONS:

1.    Riddler's Revenge Roller Coaster
2.    Batman the Ride Roller Coaster
3.    Children's Roller Coaster in Bugs Bunny World
4.    Goliath Ride Roller Coaster


RX Agreement
<PAGE>

                                    Exhibit B

                            PAYMENT/RETURN AGREEMENT

            1. CREDIT CARD.

                  (a) Acceptance.

                        (i) RX shall comply with Six Flags' credit card
procedures (the "Credit Card Procedures") (a list of the Credit Card Procedures
in effect as of the date hereof is attached hereto and is incorporated herein),
as Six Flags may amend them from time to time upon notice to RX, with respect to
acceptance of Credit Cards as payment for any Goods/Services.

                        (ii) RX 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 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 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 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 agrees to display symbols of the Credit Cards,
supplied by Six Flags hereunder, at its Facility in the Park to effectively
inform customers of the Park that the Credit Cards are honored by RX.

                  (b) Returns and Adjustments.

                        (i) All disputes between RX and any Credit Card holder
respecting any Credit Card transaction hereunder shall be settled between RX and
such Credit Card holder. RX agrees that in the event of a Credit Card dispute,
RX


RX Agreement
<PAGE>

shall reasonably address the Credit Card holder's concern in a good faith
manner.

                        (ii) RX shall maintain a fair and consistent policy for
exchange and return of Goods/Services and for the adjustment of amounts due on
Credit Card transactions and such policy shall be the same as available to cash
customers. RX 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 shall prepare, execute and deliver to Six
Flags or cause to be delivered to Six Flags a legible credit adjustment memo on
a form provided or approved by Six Flags 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) Six Flags' 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 (vii) a brief description of the
Goods/Services returned.]

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

                  (c) Failure to Comply.

                        In the event RX fails to comply with the Credit Card
Procedures or the terms of this Exhibit C for a given Credit Card transaction
and said sales draft is returned to Six Flags, or in the event Goods/Services
are returned by the customer that paid by Credit Card, or in the event
Goods/Services are not received by customer or any defense or problem is made or
presented by customer questioning the validity or authorization of the
transaction, RX agrees that Six Flags may, in its sole discretion: (i) deduct
the amount of said Credit Card transaction from RX's share of the revenue from
the Ride Photo Shop due and owing RX, if any, or (ii) bill RX in the amount of
said Credit Card transaction, and RX shall pay Six Flags the same within five
(5) days of receipt therefor, or (iii) demand payment from RX in the amount of
said Credit Card transaction and RX shall pay Six Flags immediately upon its
receipt of Six Flags' demand. Failure of RX to pay Six Flags as set forth herein
for any outstanding Credit Card transactions shall constitute a breach of the
Agreement.


RX Agreement
<PAGE>

                  (d) Termination of Acceptance.

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

            2. CASH.

                  (a) Acceptance.

                        RX represents and warrants that it shall cause all cash
received by or on RX's behalf for sale of Goods/Services hereunder to be rung in
the cash register or other Six Flags approved cash collection equipment and
deposited in such cash register or other equipment at the time of sale. RX
agrees that it shall not accept cash for a mail or telephone order transaction.

                  (b) Returns and Adjustments.

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

                        (ii) RX shall maintain a fair and consistent policy for
exchange and return 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 shall prepare, execute and deliver to Six Flags or
cause to be delivered to be delivered to Six Flags a legible authorized refund
slip.

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

                        (v) RX agrees that in the event Goods/Services hereunder
are returned on a day that said Goods/Services were not purchased, Six Flags
may, in its sole discretion: (A) deduct the amount of said return from RX's


RX Agreement
<PAGE>

share of the revenue from the Ride Photo Shop due and owing RX, if any; (B) bill
RX in the amount of said return and RX shall pay Six Flags the same within five
(5) days of receipt therefor or (C) demand payment from RX in said amount and RX
shall pay Six Flags immediately upon receipt of Six Flags' demand. Failure of RX
to pay Six Flags as set forth herein for any amount outstanding shall constitute
a breach of the Agreement.

                             Credit Card Procedures

      RX represents and warrants that it shall follow the following Credit Card
Procedures, as may be amended from time to time by Six Flags upon notice to RX:

            1. Each Credit Card sale shall be evidenced by a legible sales draft
(the "Draft") on a form approved by Six Flags, indicating the full amount due
for Goods/Services sold hereunder.

            2. Each Draft shall be imprinted by RX, 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) Six Flags'
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/Services, (v) total amount of
the transaction, including all applicable taxes, (vi) description of
Goods/Services, and (vii) signature of the Credit Card holder.

            4. RX 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
believes there is a discrepancy in the signature or if the photographic
identification is uncertain, RX shall contact the service provider for
instructions.

            5. If the signature panel on the Credit Card is blank, RX 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. On mail and telephone order sales, if any, RX shall print on the
Draft the information required in Paragraph 3 of these Credit Card Procedures
and, in addition, the following: (i) the customer's name and account number,
(ii) whether the order was placed by mail (M.O.) or telephone (T.O.), and (iii)
whether or not


RX Agreement
<PAGE>

authorization is obtained. With respect to mail and telephone order sales, RX
does not need to secure the Credit Card holder's signature or Credit Card
imprint. RX understands that telephone and mail order transactions are permitted
at RX's risk; namely, that any defense or problem raised by a customer
questioning validity or authorization of the transaction may be made.

            7. For each Credit Card sale, RX 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/Services.

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


RX Agreement
<PAGE>

                                    Exhibit C

                                    Employees

RX`s Employees shall include the following:

No. of Employees              Title               Function            Location
----------------              -----               --------            --------


RX Agreement
<PAGE>

                                    Exhibit D

                                     LESSEE

                                       AND

                                   CONSULTANT

                                DESIGN GUIDELINES

                              Kevin P. Barbee, AIA

                                 January 9, 1994


RX Agreement
<PAGE>

                                    Exhibit E

                                    Equipment

Quantity     Description [Year/Brand/Item/Special Features]      Improvements
--------     ----------------------------------------------      ------------


RX Agreement