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                                    Legoland

                                     Dragon


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                               Services Agreement

     This Services Agreement is made and entered into effective the 10th of Dec.
1998, by and among Polaroid Corporation, a Delaware corporation with a place of
business at 784 Memorial Drive, Cambridge, MA 02139 ("Polaroid"), LEGOLAND
California, a California corporation with a place of business at One LEGO Drive,
Carlsbad, CA 92008 ("LEGOLAND") and RX Techno1ogy, Inc., a Nevada corporation
with a place of business at Manderville, LA ("RXT")

     WHEREAS, Polaroid has paid a sponsorship fee to LEGOLAND, which entitles
Polaroid to provide all photographic services in the Park, or subcontract the
services to concession operators upon mutual agreement with LEGOLAND; and

     WHEREAS, Polaroid wishes to engage RXT to provide certain photographic
services and RXT is willing to accept such engagement; and

     WHEREAS, LEGOLAND is willing to accept RXT's engagement to provide the
goods and services as hereinafter described.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows.

1.     Definitions

       1.1  "Designated Attractions" means the Dragon Coaster and Joust
attractions in the Park.

       1.2 "Gross Sales" means the price of all goods, wares and merchandise
sold, and the charges for all services performed by RXT in the Park, for cash,
credit or otherwise without reserve or deduction for uncollected amounts,
including without limitation (i) sales and services (a) where orders originate
in at or from the Park, regardless of whether delivery or performance takes
place in the Park, and (b) where orders are made by mail, telephone, fax or
email and are received or fulfilled at the Park, and (ii) deposits not refunded
to customers. Excluded from Gross Sales shall be (A) refunds to customers on
transactions otherwise included in Gross Sales, and (B) sales, excise or similar
tax imposed by governmental authority and collected from customers and paid out
as required by law. No other tax shall be deducted from Gross Sales.

       1.3  "Guest" means a member of the public in the Park.

       1.4  "Imaging System" means RXT's High Speed Ride Imaging System.

       1.5 "Other Merchandise" means merchandise such as mugs, t-shirts and the
like which is imprinted with Guests' images.

       1.6  "Park" means the LEGOLAND California park.

       1.7 "RXT Picture" means the thermal output from the Imaging System which
contains a Guest image.

       1.8 "Sales Booth" means a facility at the exit of each Designated Ride
from which RXT can sell photographs and other merchandise.


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2.     Capture and Sale of Images

       2.1 RXT shall install Imaging Systems at each of the Designated
Attractions. The Imaging Systems will capture Guests' photographic images while
they enjoy the Designated Attraction, will digitally store such images, and will
display such images on video screens as the Guests exit the Designated
Attraction.

       2.2 RXT Pictures and Other Merchandise will be available for purchase by
the Guests at Sales Booths.

       2.3 LEGOLAND shall have the right in its sole discretion to approve or
disapprove all RXT Picture formats and all Other Merchandise. Samples shall be
provided by RXT to LEGOLAND upon request.

       2.4 LEGOLAND and Polaroid will each provide appropriate logo to
incorporate into the RXT Picture frames or folders and Other Merchandise as
agreed by the parties.

       2.5 Any inventory of RXT Pictures, frames, folders or Other Merchandise
shall be the property and sole responsibility of RXT.

3.     Imaging Systems

       3.1  Each Imaging System shall meet the specifications set out in
Exhibit A.

       3.2 Hardware, software, licenses, backup equipment and related system
maintenance services and upgrades in connection with the Imaging Systems shall
be provided by RXT at no charge. RXT will provide on-site backup equipment as
required based on the frequency of repairs to eliminate the possibility of any
Imaging System being out of service. All equipment which is visible shall
conform to the prevailing design standards at the Park. All equipment, whether
or not visible, will conform to safety and housekeeping standards as established
by LEGOLAND.

       3.3 RXT shall provide LEGOLAND with specifications of all ergonomic and
power requirements and any other infrastructure requirements necessary to enable
RXT to carry out its obligations hereunder, and LEGOLAND shall supply such
requirements or permit RXT access to install such requirements itself.

       3.4 Imaging Systems must be left powered on at all times, 24 hours a day,
7 days a week, 365 days a year. LEGOLAND will permit all Imaging Systems to
remain powered on at all times. RXT shall instruct personnel to leave each
Imaging System in sleep mode at the end of each business day.

       3.5 All media required for the Imaging Systems shall be purchased by RXT
exclusively from Polaroid at the prices set out in Exhibit B, with terms of 2%
30, net 45 days. As mutually agreed upon. See Exhibit B.

4.     Sales Booths

       4.1 LEGOLAND will provide at each Designated Ride a Sales Booth for RXT's
use, space in which to install one or more cameras and an agreed number of video


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displays, a telephone line and electrical power, heating and lighting as
required. All of the foregoing will be provided at LEGOLAND's expense, provided
that RXT will pay charges directly related to its use of the telephone.

       4.2 RXT will pay all expenses incurred in the installation of the Imaging
Systems, including any special cabling, wiring, electrical power lines and
corresponding trunking/conduit above or below the ground for such cables, as
well as all expenses in connection with outfitting the Sales Booths as required
by LEGOLAND. RXT will provide any poles required to enable the mounting of a
camera and its enclosure, fittings and flash units.

       4.3 RXT will be open for business in accordance with the provisions of
Exhibit C, Minimum Standards of Operation.

5.     Sales Revenues

       5.1 RXT will generate End of Day ("EOD") sales reports and such other
auditing and accounting information as may be agreed by the parties each
business day and shall provide copies of the same to LEGOLAND and Polaroid. In
addition, each Monday RXT shall submit a Weekly Gross Sales Report in the format
designated by LEGOLAND for the week ending the previous Sunday.

       5.2 At the end of each business day RXT will deposit all receipts with
LEGOLAND and LEGOLAND will be responsible for all deposit and security
arrangements in connection with such receipts.

       5.3  The parties will share the Gross Sales revenues as follows:
                  LEGOLAND     20%
                  RXT          70%
                  Polaroid     10%

       5.4 LEGOLAND will remit the appropriate share of Gross Sales revenues to
RXT and Polaroid as set out in Section 5.3 by credit transfer to their
respective accounts every fourteen (14) days, or by other methods as agreed.

       5.5 RXT shall preserve for at least one (1) year all original books and
records disclosing information regarding Gross Sales as LEGOLAND requires,
including without limitation cash register tapes, sales slips, sales checks, tax
reports, bank deposit records, sales journals and other supporting data. During
the term of this Agreement, RXT shall upon twenty-four (24) hours' notice from
LEGOLAND or Polaroid present such records at LEGOLAND's management office or to
Polaroid's representative for examination or audit. Upon termination or
expiration of this Agreement, RXT shall upon ten (10) days' notice from LEGOLAND
or Polaroid present such records at LEGOLAND's or Polaroid's business address as
specified herein for examination or audit. In either case, if such examination
or audit discloses a discrepancy of 3% or more, RXT will promptly pay the
requesting party the cost of the audit and the deficiency in fees, which
deficiency shall be payable to both LEGOLAND and Polaroid in any event.


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6.     Staffing

       6.1 RXT will hire, train, supervise and pay all personnel required to
operate the Imaging Systems and Sales Booths. All LEGOLAND standards of
excellence for Park personnel shall be met by RXT's personnel. LEGOLAND shall
have the right to veto the employment of any potential RXT hire, or require the
termination of any RXT personnel, provided such veto or requirement is in
compliance with applicable law.

       6.2 RXT will provide its personnel with technical, sales and supervisory
training. RXT personnel will also be required to attend LEGOLAND orientation and
training programs, and will be required to work towards Guest satisfaction and
to answer Guest inquiries to the same standard as Park personnel. RXT personnel
shall be required to comply with the LEGOLAND Employee Guidebook and the
Standards of Conduct set out in Exhibit D.

       6.3 All RXT personnel must adhere to LEGOLAND costume and grooming
standards as in effect for Park personnel. LEGOLAND will provide all costumes
and uniforms at RXT's expense.

7.     Special Events

       7.1 RXT's appointment by Polaroid to provide Imaging Systems at the
Designated Rides is a non-exclusive appointment within the Park. Polaroid
retains right of first refusal on all photographic or other imaging services
within the Park, whether to provide the services directly or through a third
party approved by LEGOLAND.

       7.2 No less than thirty (30) days before any new attraction opens for
which LEGOLAND requires photographic or other imaging services, or thirty (30)
days or such shorter time as is practicable in the case of special photographic
services for special events, LEGOLAND shall so notify Polaroid with a request
for quote on providing such services. Polaroid shall respond to such request for
quote within five (5) business days of receipt.

       7.3 LEGOLAND shall have the right to require RXT to operate the Imaging
Services and Sales Booths at any special events which may occur outside of
normal Park hours of operation at no additional charge to LEGOLAND or Polaroid
provided that RXT has the opportunity to sell the RXT Pictures and Other
Merchandise on standard terms as set out in this Agreement.

8.     Warranty

       8.1 RXT warrants to LEGOLAND and Polaroid that the Imaging Systems will
be kept in good working order at all times, that downtime during hours when the
Park is open for business shall be no more than eight (8) hours per month, and
that Imaging Systems will at all times be operated in a safe and lawful manner.

       8.2 RXT further warrants that all RXT Pictures, frames, folders and Other
Merchandise shall be of good quality and free of defects in materials or
workmanship. Any RXT Pictures, frames, folders or Other Merchandise which do not
comply with the


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foregoing shall be replaced with items that do so comply. Any Guest who requests
a refund for defective RXT Pictures, frames, folders or Other Merchandise shall
be promptly issued such refund.

9.     Limitation of Liability

       NO PARTY TO THIS AGREEMENT SHALL BE LIABLE IN ANY EVENT FOR LOSS OF
PROFITS OR GOODWILL OR OTHER FINANCIAL LOSS OR FOR SPECIAL, INDIRECT,
INCIDENTAL, COVER, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE
AND EVEN IF ANOTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.    Indemnification

       10.1 RXT shall indemnify and hold LEGOLAND and Polaroid harmless from and
against and defend any claim, suit or proceeding, and pay any settlement amounts
or damages arising out of any claim that the Imaging System or any other
products provided by RXT hereunder infringe upon any copyright, trade secret,
patent or other intellectual property right of a third party. RXT shall have no
obligations under this Section and shall not be liable for any claim of
infringement arising from: (i) modification made to its products by anyone other
than RXT, or (ii) use of its products outside the scope of this Agreement.

       10.2 Each party to this Agreement shall indemnify and hold the other
harmless from and against, and defend any claim, suit or proceeding, and pay any
settlement amounts or damages, arising out of claims by third parties: (i) that
arise or result from a breach or failure by the indemnifying party to perform
its obligations under this Agreement in accordance with its terms and
conditions, or (ii) for death, personal injury or damage to personal, tangible
property resulting from the wrongful acts or negligence of the indemnifying
party's employees.

       10.3 A party seeking indemnification under this Agreement shall (i)
promptly notify the indemnifying party in writing of the claim, suit or
proceeding for which indemnification is sought, (ii) permit the indemnifying
party to control such suit or proceeding, and reasonably cooperate with the
indemnifying party in the defense or settlement of the claim, suit or
proceeding, and (iii) have the right to proceed for its separate defense at its
own expense.

11.    Intellectual Property

       11.1 RXT owns and shall retain all intellectual property rights relating
to the Imaging Systems, including without limitation patent, copyright,
trademark and trade secret rights, provided however that LEGOLAND owns any and
all intellectual property rights in and to any characters, visual
representations, logos, slogans, trademarks, and promotional materials created
or provided by LEGOLAND or its agents for use in connection with the Imaging
Systems.


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       11.2 Neither LEGOLAND nor Polaroid agree hereby to accept RXT's trade
secrets. Prior to disclosing any trade secrets to LEGOLAND or Polaroid, RXT must
obtain their written consent.

12.    Insurance

       12.1 RXT shall maintain in effect insurance with the following
coverages:

            12.1.1 Comprehensive or commercial general liability policy
including contractual liability and broad form property damage coverage,
affording protection on an occurrence basis for claims arising out of bodily
injury, death, and property damage, and having limits of not less than $500,000
for damage to property arising out of one occurrence, with a $2,000,000
aggregate limit of liability or $500,000 combined Single Limit per occurrence
and $2,000,000 Combined Single Limit, aggregate, and

            12.1.2 Workers' Compensation Insurance as required by the laws of
the state of California and Employer's Liability insurance with a $100,000
limit.

       12.2 RXT shall furnish to LEGOLAND certificates of insurance issued by
the company or companies providing such insurance, evidencing that such policies
are in effect and naming LEGOLAND as an additional insured thereunder and
providing that no such insurance may be cancelled without at least ten (10)
days' written notice to LEGOLAND.

       12.3 LEGOLAND shall maintain in effect comprehensive or commercial
general liability insurance including contractual liability and broad form
property damage coverage, affording protection on an occurrence basis for claims
arising out of bodily injury, death, and property damage, and having limits of
not less than $500,000 for damage to property arising out of one occurrence,
with a $2,000,000 aggregate limit of liability or $500,000 combined Single Limit
per occurrence and $2,000,000 Combined Single Limit, aggregate.

13.    Term and Termination

       13.1 This Agreement shall become effective on the date that the
Sponsorship Agreement between LEGOLAND and Polaroid becomes effective, and shall
remain in effect for a term of three (3) years from the date of Opening.
Thereafter, this Agreement will automatically renew for an additional two (2)
year period unless any party gives written notice of non-renewal no less than
thirty (30) days prior to the end of the initial term.

       13.2 This Agreement may be terminated by either LEGOLAND or Polaroid in
the event that RXT is in breach of its material obligations hereunder and such
breach continues despite written notice to both the party alleged to be in
breach and the other non-breaching party specifying the alleged breach in detail
and giving thirty (30) days for cure.

       13.3 Upon expiration or earlier termination, RXT shall remove the Imaging
Systems and any other equipment machinery, trade fixtures, equipment or supplies


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located in the Park which RXT owns, and repair any damage caused by such
removal. In the event that such removal and repair does not occur within five
(5) working days after such termination or expiration, LEGOLAND shall have the
right to effect such removal and repair and store such items, all at RXT's risk
and expense.

       13.4 The following provisions shall survive termination or expiration of
this Agreement and remain in force according to their terms: Sections 5.5, 8.2,
9, 10, 11, 13.3, 14.1 and 15.

14.    Compliance

       14.1 RXT shall be responsible for obtaining and maintaining in force any
licenses, permits and the like required by any governmental or regulatory agency
or authority in order for RXT to carry out its obligations hereunder. If RXT is
deemed to be in violation of any applicable law, ordinance or code by reason of
RXT's activities or any modification made by RXT to the Park or equipment, RXT
shall immediately cure such violation at its own expense and pay any fines or
penalties attributable to such violation. If RXT fails to do so, LEGOLAND may in
its sole discretion (a) cure such violation and pay such fines or penalties at
RXT's risk and expense, or (b) terminate this Agreement without notice or
liability to RXT.

       14.2 RXT shall not harm the Park, nor commit waste, nor create any
nuisance, nor make any use of the Park which is unlawful or offensive in the
sole determination of LEGOLAND, nor do any act tending to injure the reputation
of LEGOLAND. RXT shall abide by all rules and regulations established by
LEGOLAND.

       14.3 RXT shall not make any alterations or additions nor make any holes
in the walls, partitions, ceilings or floors, nor permit the painting or placing
of exterior signs, placards or other advertising media, banners, pennants,
awnings, aerials, antennas or the like without on each occasion obtaining prior
written permission of LEGOLAND. RXT shall not suffer any mechanic's lien to be
filed against the Park by reason of any work, labor, services, or materials
performed at or furnished to the Park or to RXT.

15.    Non-Solicitation

       During the term of this Agreement and for a period of six (6) months
after termination or expiration hereof, none of the parties hereto shall,
directly or indirectly, interfere with the business of any other party hereto in
any manner, including, without limitation, soliciting or inducing any employee
or independent contractor to terminate or breach an employment, contractual or
other relationship with such other party.

       RXT agrees to the policy stating that RJXT may not hire a LEGOLAND
employee far a period of sixty (60) days from their employment termination date
with LEGOLAND. Exceptions to this policy may be made with the approval of the
Merchandise Manager and the appropriate director.

       RXT agrees to a condition of employment, stating those employees of
LEGOLAND and RXT cannot be employed concurrently with LEGOLAND and RXT.


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16.    General

       16.1 This Agreement shall not be assigned by any party hereto without the
prior written consent of the others.

       16.2 Notices shall be given in writing to the addresses first set out
above or such other address as either party may designate in writing from time
to time. All notices may be sent (i) by recognized overnight courier or (ii) by
fax or email and confirmed by first class mail. All notices shall be deemed to
have been given and received on the earlier of actual delivery or five (5) days
from the date of postmark.

       16.3 This Agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof, may be modified only in a writing
signed by both parties, and shall supersede any and all communications,
negotiations, correspondence, course of dealings and other agreements between
the parties regarding such subject matter. The terms and conditions of this
Agreement shall prevail notwithstanding any conflict with the terms and
conditions of any purchase order, acknowledgment, invoice or other instrument
submitted by any party.

       16.4 Any waiver of a default in performance hereunder shall be deemed a
waiver of the particular instance only and shall not be deemed consent to
continuing default. If any provision of this Agreement is found to be invalid,
illegal or unenforceable, a modified provision shall be substituted which
carries out as nearly as possible the original intent of the parties and the
remaining provisions shall in no way be affected thereby.

       16.5 The parties hereto are independent contractors and shall not be
deemed to be partners, joint venturers or agents of the other. Neither party
shall have the right, power or authority to bind the other in any way.

       16.6 This Agreement shall be governed by the laws of the State of
California, excluding its choice of law rules. Any and all disputes arising out
of or related to this Agreement, if not resolved by good faith negotiation by
the parties hereto, shall be referred to the state or federal courts of
California, where jurisdiction and venue shall be deemed proper and exclusive.

       16.7 The remedies set out in this Agreement shall be the sole and
exclusive remedies of the parties for any actions arising in connection with
this Agreement and each party hereby waives any other remedy, whether in law or
at equity.

       16.8 Section headings are for convenience only.

                                List of Exhibits

            Exhibit A         Imaging Systems Specifications
            ---------
            Exhibit B         Media Pricing
            ---------
            Exhibit C         Minimum Standards of Operation
            ---------
            Exhibit D         Standards of Conduct
            ---------


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       IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives.

POLAROID CORPORATION                LEGOLAND CALIFORNIA

By:                                 By:
Name:                               Name:
Title:                              Title:


RX TECHNOLOGY, INC.

By:  /s/ DONALD REX GAY
Name: Donald Rex Gay
Title: President


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                                    EXHIBIT A

                          Imaging System Specifications


                                  RX Technology
                          General System Description

                       Image System                $   146,245.00

                       R-EPOS                            8,289.00
                       Monitors                          2,211.00
                       Printers                          7,990.00
                       Camera System                    20,281.00
                       Flash Unit and Controller        32,995.00
                       Freight                           1,200.00

                 Total Basic System                $   219,211.00

Specific configurations for each of the three systems to be furnished will vary.
Systems will require multiple monitors, primers, flash units and other
incidental equipment. Specifications subject to change without notice.
Warranties and Licenses apply as outlined in warranty/license documents. The use
of RX Technology, Inc. hardware and software does not imply the sale of any
rights to the technology, rights to reproduce the hardware or software, rights
to market or sell the hardware or software, without the prior written consent
and approval RX Technology, Inc. specifically and exclusively.

Systems to be installed in conjunction with the Dragon Roller Coaster, The
Joust, and The Flume Ride at LEGOLAND.


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                                    EXHIBIT B

                                  Media Pricing

RX Technology will agree to purchase all media required for the Imaging Systems
at LEGOLAND from Polaroid subject to the following conditions:

1.     Polaroid will be able to finish all required media in a timely manner. If
       Polaroid is not able to meet requested and agreed upon delivery
       schedules, RX Technology may purchase media from a secondary source to
       meet sales requirements.

2.     Polaroid will supply media at prices equal to or below the price that RX
       Technology currently receives under existing purchasing agreements and
       contracts.


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                                    EXHIBIT C

                         Minimum Standards of Operation

     RXT will be open for business, fully staffed, each day that the Park is
open. Absences in excess of 1/2 hour in length on any day on which the Park is
open are inexcusable unless approved in advance in writing by the Merchandise
Specialist or the Retail Director. Every documented unexcused absence will
result in a $100.00 fine payable by RXT to LEGOLAND.


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                                    EXHIBIT D

                              Standards of Conduct

       The following represent minimum standards of employee conduct while
       working on-site in LEGOLAND.

       o  All RXT employees working with Guests must wear the approved LEGOLAND
          costume.

       o  ALL RXT employees working with Guests must comply with all other
          published LEGOLAND grooming guidelines.

       o  No eating, drinking or chewing gum is permitted in view of Guests.

       o  No sitting down is permitted unless working with a Guest.

       o  All areas in RXT's control must be returned to an orderly, clean, "as
          before opening" state of operation (all trash and empty cartons
          removed) at the end of each day.

       o  Current days and hours of operation must be posted at closing every
          day.

       Every documented violation of any of the above will result in a $25.00
       fine payable by RXT to LEGOLAND. In addition, the following will also
       result in a $25.00 fine:

       o  Three (3) documented violations per month of Section 5.1 of the
          Services Agreement.

       o  Any repeat occurrences of safety violations, as noted during scheduled
          safety walk through.

       The Merchandising Manager must approve any exceptions in writing.


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Addendum 1
Services Agreement

                               Services Agreement

      This Services Agreement is made and entered into effective the 10th of
Dec. 1998, by and among Polaroid Corporation, a Delaware corporation with a
place of business at 784 Memorial Drive, Cambridge, MA 02139 ("Polaroid"),
LEGOLAND California, a California corporation with a place of business at One
LEGO Drive, Carlsbad, CA 92008 ("LEGOLAND") and RX Techno1ogy, Inc., a Nevada
corporation with a place of business at Manderville, LA ("RXT")

     WHEREAS, Polaroid has paid a sponsorship fee to LEGOLAND, which entitles
Polaroid to provide all photographic services in the Park, or subcontract the
services to concession operators upon mutual agreement with LEGOLAND; and

     WHEREAS, Polaroid wishes to engage RXT to provide certain photographic
services and RXT is willing to accept such engagement; and

     WHEREAS, LEGOLAND is willing to accept RXT's engagement to provide the
goods and services as hereinafter described.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows.

1.     Definitions

       1.1  "Designated Attractions" means the Dragon Coaster and Joust
attractions in the Park.

       1.2 "Gross Sales" means the price of all goods, wares and merchandise
sold, and the charges for all services performed by RXT in the Park, for cash,
credit or otherwise without reserve or deduction for uncollected amounts,
including without limitation (i) sales and services (a) where orders originate
in at or from the Park, regardless of whether delivery or performance takes
place in the Park, and (b) where orders are made by mail, telephone, fax or
email and are received or fulfilled at the Park, and (ii) deposits not refunded
to customers. Excluded from Gross Sales shall be (A) refunds to customers on
transactions otherwise included in Gross Sales, and (B) sales, excise or similar
tax imposed by governmental authority and collected from customers and paid out
as required by law. No other tax shall be deducted from Gross Sales.

       1.3  "Guest" means a member of the public in the Park.

       1.4  "Imaging System" means RXT's High Speed Ride Imaging System.

       1.5 "Other Merchandise" means merchandise such as mugs, t-shirts and the
like which is imprinted with Guests' images.

       1.6  "Park" means the LEGOLAND California park.

       1.7 "RXT Picture" means the thermal output from the Imaging System which
contains a Guest image.

       1.8 "Sales Booth" means a facility at the exit of each Designated Ride
from which RXT can sell photographs and other merchandise.


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2.     Capture and Sale of Images

       2.1 RXT shall install Imaging Systems at each of the Designated
Attractions. The Imaging Systems will capture Guests' photographic images while
they enjoy the Designated Attraction, will digitally store such images, and will
display such images on video screens as the Guests exit the Designated
Attraction.

       2.2 RXT Pictures and Other Merchandise will be available for purchase by
the Guests at Sales Booths.

       2.3 LEGOLAND shall have the right in its sole discretion to approve or
disapprove all RXT Picture formats and all Other Merchandise. Samples shall be
provided by RXT to LEGOLAND upon request.

       2.4 LEGOLAND and Polaroid will each provide appropriate logo to
incorporate into the RXT Picture frames or folders and Other Merchandise as
agreed by the parties.

       2.5 Any inventory of RXT Pictures, frames, folders or Other Merchandise
shall be the property and sole responsibility of RXT.

3.     Imaging Systems

       3.1  Each Imaging System shall meet the specifications set out in
Exhibit A.

       3.2 Hardware, software, licenses, backup equipment and related system
maintenance services and upgrades in connection with the Imaging Systems shall
be provided by R.XT at no charge. RXT will provide on-site backup equipment as
required based on the frequency of repairs to eliminate the possibility of any
Imaging System being out of service. All equipment which is visible shall
conform to the prevailing design standards at the Park. All equipment, whether
or not visible, will conform to safety and housekeeping standards as established
by LEGOLAND.

       3.3 RXT shall provide LEGOLAND with specifications of all ergonomic and
power requirements and any other infrastructure requirements necessary to enable
RXT to carry out its obligations hereunder, and LEGOLAND shall supply such
requirements or permit RXT access to install such requirements itself.

       3.4 Imaging Systems must be left powered on at all times, 24 hours a day,
7 days a week, 365 days a year. LEGOLAND will permit all Imaging Systems to
remain powered on at all times. RXT shall instruct personnel to leave each
Imaging System in sleep mode at the end of each business day.

       3.5 All media required for the Imaging Systems shall be purchased by RXT
exclusively from Polaroid at the prices set out in Exhibit B, with terms of 2%
30, net 45 days, as mutually agreed upon. See Exhibit B.

4.     Sales Booths

       4.1 LEGOLAND will provide at each Designated Ride a Sales Booth for RXT's
use, space in which to install one or more cameras and an agreed number of video


Services Agreement.doc-LEGOLAND,Polaroid and RX Technology          Page 2 of 13
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<PAGE>

displays, a telephone line and electrical power, heating and lighting as
required. All of the foregoing will be provided at LEGOLAND's expense, provided
that RXT will pay charges directly related to its use of the telephone.

       4.2 RXT will pay all expenses incurred in the installation of the Imaging
Systems, including any special cabling, wiring, electrical power lines and
corresponding trunking/conduit above or below the ground for such cables, as
well as all expenses in connection with outfitting the Sales Booths as required
by LEGOLAND. RXT will provide any poles required to enable the mounting of a
camera and its enclosure, fittings and flash units.

       4.3 RXT will be open for business in accordance with the provisions of
Exhibit C, Minimum Standards of Operation.

5.     Sales Revenues

       5.1 RXT will generate End of Day ("EOD") sales reports and such other
auditing and accounting information as may be agreed by the parties each
business day and shall provide copies of the same to LEGOLAND and Polaroid. In
addition, each Monday RXT shall submit a Weekly Gross Sales Report in the format
designated by LEGOLAND for the week ending the previous Sunday.

       5.2 At the end of each business day RXT will deposit all receipts with
LEGOLAND and LEGOLAND will be responsible for all deposit and security
arrangements in connection with such receipts.

       5.3  The parties will share the Gross Sales revenues as follows:
                  LEGOLAND     20%
                  RXT          70%
                  Polaroid     10%

       5.4 LEGOLAND will remit the appropriate share of Gross Sales revenues to
RXT and Polaroid as set out in Section 5.3 by credit transfer to their
respective accounts every fourteen (14) days, or by other methods as agreed.

       5.5 RXT shall preserve for at least one (1) year all original books and
records disclosing information regarding Gross Sales as LEGOLAND requires,
including without limitation cash register tapes, sales slips, sales checks, tax
reports, bank deposit records, sales journals and other supporting data. During
the term of this Agreement, RXT shall upon twenty-four (24) hours' notice from
LEGOLAND or Polaroid present such records at LEGOLAND's management office or to
Polaroid's representative for examination or audit. Upon termination or
expiration of this Agreement, RXT shall upon ten (10) days' notice from LEGOLAND
or Polaroid present such records at LEGOLAND's or Polaroid's business address as
specified herein for examination or audit. In either case, if such examination
or audit discloses a discrepancy of 3% or more, RXT will promptly pay the
requesting party the cost of the audit and the deficiency in fees, which
deficiency shall be payable to both LEGOLAND and Polaroid in any event.


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<PAGE>

6.     Staffing

       6.1 RXT will hire, train, supervise and pay all personnel required to
operate the Imaging Systems and Sales Booths. All LEGOLAND standards of
excellence for Park personnel shall be met by RXT's personnel. LEGOLAND shall
have the right to veto the employment of any potential RXT hire, or require the
termination of any RXT personnel, provided such veto or requirement is in
compliance with applicable law.

       6.2 RXT will provide its personnel with technical, sales and supervisory
training. RXT personnel will also be required to attend LEGOLAND orientation and
training programs, and will be required to work towards Guest satisfaction and
to answer Guest inquiries to the same standard as Park personnel. RXT personnel
shall be required to comply with the LEGOLAND Employee Guidebook and the
Standards of Conduct set out in Exhibit D.

       6.3 All RXT personnel must adhere to LEGOLAND costume and grooming
standards as in effect for Park personnel. LEGOLAND will provide all costumes
and uniforms at RXT's expense.

7.     Special Events

       7.1 RXT's appointment by Polaroid to provide Imaging Systems at the
Designated Rides is a non-exclusive appointment within the Park. Polaroid
retains right of first refusal on all photographic or other imaging services
within the Park, whether to provide the services directly or through a third
party approved by LEGOLAND.

       7.2 No less than thirty (30) days before any new attraction opens for
which LEGOLAND requires photographic or other imaging services, or thirty (30)
days or such shorter time as is practicable in the case of special photographic
services for special events, LEGOLAND shall so notify Polaroid with a request
for quote on providing such services. Polaroid shall respond to such request for
quote within five (5) business days of receipt.

       7.3 LEGOLAND shall have the right to require RXT to operate the Imaging
Services and Sales Booths at any special events which may occur outside of
normal Park hours of operation at no additional charge to LEGOLAND or Polaroid
provided that RXT has the opportunity to sell the RXT Pictures and Other
Merchandise on standard terms as set out in this Agreement.

8.     Warranty

       8.1 RXT warrants to LEGOLAND and Polaroid that the Imaging Systems will
be kept in good working order at all times, that downtime during hours when the
Park is open for business shall be no more than eight (8) hours per month, and
that Imaging 2 Systems will at all times be operated in a safe and lawful
manner.

       8.2 RXT further warrants that all RXT Pictures, frames, folders and Other
Merchandise shall be of good quality and free of defects in materials or
workmanship. Any RXT Pictures, frames, folders or Other Merchandise which do not
comply with the


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<PAGE>

foregoing shall be replaced with items that do so comply. Any Guest who requests
a refund for defective RXT Pictures, frames, folders or Other Merchandise shall
be promptly issued such refund.

9.     Limitation of Liability

       NO PARTY TO THIS AGREEMENT SHALL BE LIABLE IN ANY EVENT FOR LOSS OF
PROFITS OR GOODWILL OR OTHER FINANCIAL LOSS OR FOR SPECIAL, INDIRECT,
INCIDENTAL, COVER, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE
AND EVEN IF ANOTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.    Indemnification

       10.1 RXT shall indemnify and hold LEGOLAND and Polaroid harmless from and
against and defend any claim, suit or proceeding, and pay any settlement amounts
or damages arising out of any claim that the Imaging System or any other
products provided by RXT hereunder infringe upon any copyright, trade secret,
patent or other intellectual property right of a third party. RXT shall have no
obligations under this Section and shall not be liable for any claim of
infringement arising from: (i) modification made to its products by anyone other
than RXT, or (ii) use of its products outside the scope of this Agreement.

       10.2 Each party to this Agreement shall indemnify and hold the other
harmless from and against, and defend any claim, suit or proceeding, and pay any
settlement amounts or damages, arising out of claims by third parties: (i) that
arise or result from a breach or failure by the indemnifying party to perform
its obligations under this Agreement in accordance with its terms and
conditions, or (ii) for death, personal injury or damage to personal, tangible
property resulting from the wrongful acts or negligence of the indemnifying
party's employees.

       10.3 A party seeking indemnification under this Agreement shall (i)
promptly notify the indemnifying party in writing of the claim, suit or
proceeding for which indemnification is sought, (ii) permit the indemnifying
party to control such suit or proceeding, and reasonably cooperate with the
indemnifying party in the defense or settlement of the claim, suit or
proceeding, and (iii) have the right to proceed for its separate defense at its
own expense.

11.    Intellectual Property

       11.1 RXT owns and shall retain all intellectual property rights relating
to the Imaging Systems, including without limitation patent, copyright,
trademark and trade secret rights, provided however that LEGOLAND owns any and
all intellectual property rights in and to any characters, visual
representations, logos, slogans, trademarks, and promotional materials created
or provided by LEGOLAND or its agents for use in connection with the Imaging
Systems.


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<PAGE>

       11.2 Neither LEGOLAND nor Polaroid agree hereby to accept RXT's trade
secrets. Prior to disclosing any trade secrets to LEGOLAND or Polaroid, RXT must
obtain their written consent.

12.    Insurance

       12.1 RXT shall maintain in effect insurance with the following
coverages:

            12.1.1 Comprehensive or commercial general liability policy
including contractual liability and broad form property damage coverage,
affording protection on an occurrence basis for claims arising out of bodily
injury, death, and property damage, and having limits of not less than $500,000
for damage to property arising out of one occurrence, with a $2,000,000
aggregate limit of liability or $500,000 combined Single Limit per occurrence
and $2,000,000 Combined Single Limit, aggregate, and

            12.1.2 Workers' Compensation Insurance as required by the laws of
the state of California and Employer's Liability insurance with a $100,000
limit.

       12.2 RXT shall furnish to LEGOLAND certificates of insurance issued by
the company or companies providing such insurance, evidencing that such policies
are in effect and naming LEGOLAND as an additional insured thereunder and
providing that no such insurance may be cancelled without at least ten (10)
days' written notice to LEGOLAND.

       12.3 LEGOLAND shall maintain in effect comprehensive or commercial
general liability insurance including contractual liability and broad form
property damage coverage, affording protection on an occurrence basis for claims
arising out of bodily injury, death, and property damage, and having limits of
not less than $500,000 for damage to property arising out of one occurrence,
with a $2,000,000 aggregate limit of liability or $500,000 combined Single Limit
per occurrence and $2,000,000 Combined Single Limit, aggregate.

13.    Term and Termination

       13.1 This Agreement shall become effective on the date that the
Sponsorship Agreement between LEGOLAND and Polaroid becomes effective, and shall
remain in effect for a term of three (3) years from the date of Opening.
Thereafter, this Agreement will automatically renew for an additional two (2)
year period unless any party gives written notice of non-renewal no less than
thirty (30) days prior to the end of the initial term.

       13.2 This Agreement may be terminated by either LEGOLAND or Polaroid in
the event that RXT is in breach of its material obligations hereunder and such
breach continues despite written notice to both the party alleged to be in
breach and the other non-breaching party specifying the alleged breach in detail
and giving thirty (30) days for cure.

       13.3 Upon expiration or earlier termination, RXT shall remove the Imaging
Systems and any other equipment machinery, trade fixtures, equipment or supplies


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<PAGE>

located in the Park which RXT owns, and repair any damage caused by such
removal. In the event that such removal and repair does not occur within five
(5) working days after such termination or expiration, LEGOLAND shall have the
right to effect such removal and repair and store such items, all at RXT's risk
and expense.

       13.4 The following provisions shall survive termination or expiration of
this Agreement and remain in force according to their terms: Sections 5.5, 8.2,
9, 10, 11, 13.3, 14.1 and 15.

14.    Compliance

       14.1 RXT shall be responsible for obtaining and maintaining in force any
licenses, permits and the like required by any governmental or regulatory agency
or authority in order for RXT to carry out its obligations hereunder. If RXT is
deemed to be in violation of any applicable law, ordinance or code by reason of
RXT's activities or any modification made by RXT to the Park or equipment, RXT
shall immediately cure such violation at its own expense and pay any fines or
penalties attributable to such violation. If RXT fails to do so, LEGOLAND may in
its sole discretion (a) cure such violation and pay such fines or penalties at
RXT's risk and expense, or (b) terminate this Agreement without notice or
liability to RXT.

       14.2 RXT shall not harm the Park, nor commit waste, nor create any
nuisance, nor make any use of the Park which is unlawful or offensive in the
sole determination of LEGOLAND, nor do any act tending to injure the reputation
of LEGOLAND. RXT shall abide by all rules and regulations established by
LEGOLAND.

       14.3 RXT shall not make any alterations or additions nor make any holes
in the walls, partitions, ceilings or floors, nor permit the painting or placing
of exterior signs, placards or other advertising media, banners, pennants,
awnings, aerials, antennas or the like without on each occasion obtaining prior
written permission of LEGOLAND. RXT shall not suffer any mechanic's lien to be
filed against the Park by reason of any work, labor, services, or materials
performed at or furnished to the Park or to RXT.

15.    Non-Solicitation

       During the term of this Agreement and for a period of six (6) months
after termination or expiration hereof, none of the parties hereto shall,
directly or indirectly, interfere with the business of any other party hereto in
any manner, including, without limitation, soliciting or inducing any employee
or independent contractor to terminate or breach an employment, contractual or
other relationship with such other party.

       RXT agrees to the policy stating that RJXT may not hire a LEGOLAND
employee far a period of sixty (60) days from their employment termination date
with LEGOLAND. Exceptions to this policy may be made with the approval of the
Merchandise Manager and the appropriate director.

       RXT agrees to a condition of employment, stating those employees of
LEGOLAND and RXT cannot be employed concurrently with LEGOLAND and RXT.


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<PAGE>

16.    General

       16.1 This Agreement shall not be assigned by any party hereto without the
prior written consent of the others.

       16.2 Notices shall be given in writing to the addresses first set out
above or such other address as either party may designate in writing from time
to time. All notices may be sent (i) by recognized overnight courier or (ii) by
fax or email and confirmed by first class mail. All notices shall be deemed to
have been given and received on the earlier of actual delivery or five (5) days
from the date of postmark.

       16.3 This Agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof, may be modified only in a writing
signed by both parties, and shall supersede any and all communications,
negotiations, correspondence, course of dealings and other agreements between
the parties regarding such subject matter. The terms and conditions of this
Agreement shall prevail notwithstanding any conflict with the terms and
conditions of any purchase order, acknowledgment, invoice or other instrument
submitted by any party.

       16.4 Any waiver of a default in performance hereunder shall be deemed a
waiver of the particular instance only and shall not be deemed consent to
continuing default. If any provision of this Agreement is found to be invalid,
illegal or unenforceable, a modified provision shall be substituted which
carries out as nearly as possible the original intent of the parties and the
remaining provisions shall in no way be affected thereby.

       16.5 The parties hereto are independent contractors and shall not be
deemed to be partners, joint venturers or agents of the other. Neither party
shall have the right, power or authority to bind the other in any way.

       16.6 This Agreement shall be governed by the laws of the State of
California, excluding its choice of law rules. Any and all disputes arising out
of or related to this Agreement, if not resolved by good faith negotiation by
the parties hereto, shall be referred to the state or federal courts of
California, where jurisdiction and venue shall be deemed proper and exclusive.

       16.7 The remedies set out in this Agreement shall be the sole and
exclusive remedies of the parties for any actions arising in connection with
this Agreement and each party hereby waives any other remedy, whether in law or
at equity.

       16.8 Section headings are for convenience only.

                                List of Exhibits

            Exhibit A         Imaging Systems Specifications
            ---------
            Exhibit B         Media Pricing
            ---------
            Exhibit C         Minimum Standards of Operation
            ---------
            Exhibit D         Standards of Conduct
            ---------


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<PAGE>

       IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives.

POLAROID CORPORATION                LEGOLAND CALIFORNIA

By:                                 By:
Name:                               Name:
Title:                              Title:


RX TECHNOLOGY, INC.

By:  /s/ DONALD REX GAY
Name: Donald Rex Gay
Title: President


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<PAGE>

                                    EXHIBIT A

                          Imaging System Specifications


                                  RX Technology
                          General System Description

                       Image System                $   146,245.00

                       R-EPOS                            8,289.00
                       Monitors                          2,211.00
                       Printers                          7,990.00
                       Camera System                    20,281.00
                       Flash Unit and Controller        32,995.00
                       Freight                           1,200.00

                 Total Basic System                $   219,211.00

Specific configurations for each of the three systems to be furnished will vary.
Systems will require multiple monitors, primers, flash units and other
incidental equipment Specifications subject to change without notice. Warranties
and Licenses apply as outlined in warranty/license documents. The use of RX
Technology, Inc. hardware and software does not imply the sale & any rights to
the technology, rights to reproduce the hardware or software, rights to market
or sell the hardware or software, without the prior written consent and approval
RX Technology, Inc. specifically and exclusively.

Systems to be installed in conjunction with the Dragon Roller Coaster, The
Joust, and The Flume Ride at LEGOLAND.


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<PAGE>

                                    EXHIBIT B

                                  Media Pricing

RX Technology will agree to purchase all media required for the Imaging Systems
at LEGOLAND from Polaroid subject to the following conditions:

1.     Polaroid will be able to finish all required media in a timely manner. If
       Polaroid is not able to meet requested and agreed upon delivery
       schedules, RX Technology may purchase media from a secondary source to
       meet sales requirements.

2.     Polaroid will supply media at prices equal to or below the price that RX
       Technology currently receives under existing purchasing agreements and
       contracts.


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<PAGE>

                                    EXHIBIT C

                         Minimum Standards of Operation

     RXT will be open for business, fully staffed, each day that the Park is
open. Absences in excess of 1/2 hour in length on any day on which the Park is
open are inexcusable unless approved in advance in writing by the Merchandise
Specialist or the Retail Director. Every documented unexcused absence will
result in a $100.00 fine payable by RXT to LEGOLAND.


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<PAGE>

                                    EXHIBIT D

                              Standards of Conduct

       The following represent minimum standards of employee conduct while
       working on-site in LEGOLAND.

       o  All RXT employees working with Guests must wear the approved LEGOLAND
          costume.

       o  ALL RXT employees working with Guests must comply with all other
          published LEGOLAND grooming guidelines.

       o  No eating, drinking or chewing gum is permitted in view of Guests.

       o  No sitting down is permitted unless working with a Guest.

       o  All areas in RXT's control must be returned to an orderly, clean, "as
          before opening" state of operation (all trash and empty cartons
          removed) at the end of each day.

       o  Current days and hours of operation must be posted at closing every
          day.

       Every documented violation of any of the above will result in a $25.00
       fine payable by RXT to LEGOLAND. In addition, the following will also
       result in a $25.00 fine:

       o  Three (3) documented violations per month of Section 5.1 of the
          Services Agreement.

       o  Any repeat occurrences of safety violations, as noted during scheduled
          safety walk through.

       The Merchandising Manager must approve any exceptions in writing.


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<PAGE>


--------------------------------------------------------------------------------
                                                        PROPERTY DAMAGE $__
--------------------------------------------------------------------------------
       CARE CUSTODY AND CONTROL (NOTE                   EACH OCCURRENCE
       4)                                               _AGGREGATE   $___
       (IF APPLICABLE)                                  __DEDUCTIBLE   $___
       |_|ALL RISK
       |_|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             DATE ISSUED__________________
LISTED HEREIN ARE AUTHORIZED TO TRANSACT
BUSINESS IN AND FOR THE STATE OF _____            REVERSE SIDE MUST BE COMPLETED
AND CARRY A.M.BEST RATINGS OF __________          (OVER)

AUTHORIZED REPRESENTATIVE
_________________________
--------------------------------------------------------------------------------

POLICIES LISTED ON REVERSE SIDE INCLUDE COVERAGE FOR:                  CHECK ONE

                                                                      YES    NO

NOTE (1) WORKERS COMPENSATION AND EMPLOYER'S LIABILITY
     (A) VOLUNTARY COMPENSATION ENDORSEMENT?                          |_|    |_|

     (B) DOES POLICY INCLUDE "WAIVER OF SUBROGATION ENDORSEMENT"      |_|    |_|
          AS REQUIRED BY CONTRACT WITH SIX FLAGS?

     (C) ALTERNATE EMPLOYER ENDORSEMENT IN FAVOR OF SIX FLAGS?        |_|    |_|

     (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       |_|    |_|


/s/DRG  Licensee initials
                                                                      lessee.01D
<PAGE>

           IN CONTRACT WITH SIX FLAGS?

     (E) WAIVER OF SUBROGATION ENDORSEMENT AGAINST SIX FLAGS?         |_|    |_|

     (F) IS SIX FLAGS 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 SIX FLAGS?            |_|    |_|

          (C)     IS SIX FLAGS NAMED AS ADDITIONAL INSURED?           |_|    |_|


  NOTE (4) CARE, CUSTODY AND CONTROL
          (A) IS COVERAGE INCLUDED FOR DAMAGES TO SIX FLAGS 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 SIX FLAGS NAMED AS ADDITIONAL INSURED?               |_|    |_|

          (C) WAIVER OF SUBROGATION AGAINST SIX FLAGS?                |_|    |_|




/s/ DRG Licensee initials

                                                                      lessee.01D
<PAGE>

                                    INSERT 1

1. TEXAS FLAGS, LTD., a Texas limited partnership, of which Six Flags Over
Texas, Inc., a Delaware corporation, is the general partner, having offices at
2201 Road to Six Flags, Arlington, TX 76010.

2. SIX FLAGS OVER GEORGIA, LTD., a Georgia limited partnership, of which Six
Flags Over Georgia, Inc., a Delaware corporation, is the general partner, having
offices at 7561 Six Flags Parkway, Austell, GA 30001.

3. SIX FLAGS ST. LOUIS, f/k/a SIX FLAGS OVER MID-AMERICA, a division of Six
Flags Theme Parks Inc., a Delaware corporation, having offices at P.O. Box 60,
Eureka, MO 63025.

4. SIX FLAGS ASTROWORLD, a division of Six Flags Theme Parks Inc., a Delaware
corporation, having offices at 9001 Kirby Drive, Houston, TX 77054.

5. SIX FLAGS WATERWORLD, d/b/a Six Flags Theme Parks Inc., a Delaware
corporation, having offices at 9001 Kirby Drive, Houston, TX 77054.

6. SIX FLAGS GREAT ADVENTURE, a division of Six Flags Theme Parks Inc., a
Delaware corporation, having offices at Route 537, Jackson, NJ 08527.

7. SIX FLAGS MAGIC MOUNTAIN, a division of Six Flags Theme Parks Inc., a
Delaware corporation, having offices at 2101 Magic Mountain Parkway, Valencia,
CA 91355.

8. SIX FLAGS HURRICANE HARBOR, d/b/a Six Flags Theme Parks Inc., a Delaware
corporation, having offices at 2101 Magic Mountain Parkway, Valencia, CA 91355.

9. SIX FLAGS GREAT AMERICA, a division of Six Flags Theme Parks Inc., a Delaware
corporation, having offices at 542 North Route 21, Gurnee, IL 60031.

10. SIX FLAGS HURRICANE HARBOR, d/b/a Six Flags Theme Parks Inc., a Delaware
Corporation, having offices at 1800 E. Lamar, Arlington, TX 76006.

11. SAN ANTONIO THEME PARK, L.P., a Delaware limited partnership, of which Six
Flags San Antonio, L.P., a Delaware limited partnership, is the general partner,
having offices at 17000 IH 10 West, San Antonio, TX 7869-0290.

12. SIX FLAGS THEME PARKS INC., a Delaware corporation, having offices at 400
Interpace Parkway, Building C, Third Floor, Parsippany, NJ 07054-1191.



                                                                      lessee.01D
<PAGE>

                      FIRST AMENDMENT TO SERVICES AGREEMENT

     This amendment (the "Amendment") is entered into as of this 30th day of
March 1999, by and among POLAROID CORPORATION ("Polaroid"), a Delaware
Corporation, located at 784 Memorial Drive, Cambridge, MA 02139, LEGOLAND
CALIFORNIA ("Legoland"), a California corporation with an amusement park (the
"Park") located at One Lego Drive, Carlsbad, CA 92008 and RX TECHNOLOGY ("RXT"),
a Nevada corporation located at 2264 7th Street. Manderville, LA 70471.

                                   WITNESSETH

     WHEREAS, RXT entered into a Services Agreement (the "Agreement") with
Polaroid and Legoland, dated as of December 10, 1998, in connection with RXT
providing certain photographic services (the "Services") as the Park; and

     WHEREAS, KBK Financial, Inc. ("KBK"), a Delaware corporation, located at
301 Commerce Street, 2200 City Center II, Fort Worth, Texas 76102, has loaned
funds to RXT which is secured by, among other things, the Imaging System (as
defined in the Agreement) and other equipment (collectively, the "Equipment")
used by RXT in providing the Services (KBK's loan to RXT is hereinafter called
the "Loan"); and

     WHEREAS, the parties hereto desire to amend the Agreement to provide KBK
with certain rights in the Imaging Systems and other Equipment in the event RXT
defaults on the Loan; and

     NOW, THEREFORE in consideration of the foregoing premises and the mutual
covenants contained therein, the parties agree as follows.

     1.   An additional Subsection 5-6 shall be added to the Agreement and shall
          read:

          5.6 In the event RXT defaults on the Loan Documents (as defined below)
          prior to the expiration or other termination of the Agreement, and KBK
          (as defined below) promptly notifies LEGOLAND of this fact, LEGOLAND
          shall thereafter place the share of Gross Sales that is owed and owing
          to RXT pursuant to Section 5 of the Agreement in an escrow fund
          pending either (I) final determination by KBK and RXT as to what
          should b done with such funds, or (ii) receipt of an appropriate court
          order directing Legoland on how to distribute RXT's share of the Gross
          Sales.

     2.   Subsection 13.3 in to Agreement is hereby amended to add the following
          language at the end:

               Notwhithstanding anything to the contrary herein, upon the
          occurence of an event of default under the documents (collectively ,
          the "Loan Documents") evidencing, governing and securing certain loan
          or loans made by KBK Financial. Inc. (`KBK') to RXT which is secured
          by, among other things, the Imaging

<PAGE>

          System and other equipment used by RXT In providing its services
          hereunder (collectively, the "Equipment"), and KBK promptly notifies
          LEGOLAND of such default, at the expiration or prior termination of
          the Agreement, KBK shall be entitled to promptly remove the Equipment
          from the Park, and KBK shall quit and surrender the Sales Booth(s) in
          the Park in good condition, reasonable wear and tear excepted. Unless
          LEGOLAND and KBK otherwise agree if KBK fails to remove the Equipment
          from the Park within five(5) days after KBK receives written notice of
          the termination of this Agreement, then KBK shall be deemed to have
          abandoned such property and title to the same shall at that time vest
          in LEGOLAND. Any costs and expenses incurred by LEGOLAND in removing
          such abandoned property (including the reasonable value of the
          services rendered by park employees in connection therewith) shall be
          paid to LEGOLAND by KBK promptly following demand therefor.

     3.   All other terms and conditions of all three Agreements remain the
          same.



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


                                          LEGOLAND CALIFORNIA

                                          By: /s/ CAROL
                                          Name: Carol illegible
                                          Title: Retail Director

                                          POLAROID CORPORATION

                                          By:
                                          Name:
                                          Title:

                                          RX TECHNOLOGY

                                          By: /s/ DONALD REX GAY
                                          Name:  Donald Rex Gay
                                          Title: President

<PAGE>

                        AMENDMENT ONE TO LEASE AGREEMENT
                                 (RX TECHNOLOGY)

     This amendment (the "Amendment") is entered into as of this 25th day of
March 1999, by and between SIX FLAGS THEME PARKS INC. ("Six Flags"), a Delaware
corporation, located at 400 Interpace Parkway, Building C; Third Floor,
Parsippany, NJ 07054- 1191, on behalf of itself and its division Six Flags Great
Adventure located in Jackson, New Jersey (the "Park"), and RX TECHNOLOGY ("RX"),
a Nevada corporation located at 2264 7th Street, Manderville, LA 70471.

                                   WITNESSETH

     WHEREAS, RX entered into a License Agreement ( the "Agreement") with the
Park dated as of January 14, 1999, in connection with the operation of Ride
Photo Shops (the "Shops") at the Park; and

     WHEREAS, KBK Financial, Inc. ("KBK"), a Delaware corporation, located at
301 Commerce Street, 2200 City Center II, Fort Worth, Texas 76102, has loaned
funds to RX which is secured by, among other things, the Equipment (as defined
in the Agreement) used by RX in the Shops (KBK's loan to RX is hereinafter
called the "Loan"); and

     WHEREAS, Six Flags and RX desire to amend the Agreement to provide KBK with
certain rights in the Equipment in the event RX defaults on the Loan; and

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained therein, Six Flags and RX agree as follows:

     1. Section 16 of the Agreement entitled "Surrender of Premises" is hereby
amended to add the following language at the end:

               Notwithstanding anything to the contrary herein, upon the
          occurrence of an event of default under the documents (collectively,
          the "Loan Documents") evidencing, governing and securing certain loan
          or loans made by KBK Financial, Inc. ("KBK") to RX which is secured
          by, among other things, the Equipment, and KBK promptly notifies Six
          Flags of such default, at the expiration or prior termination of the
          Agreement, KBK shall be entitled to promptly remove the Equipment from
          the Parks, except that Six Flags' Trademarks at Six Flags' Affiliates'
          Trademarks shall be removed from the Equipment and remain at the Park,
          and KBK shall quit and surrender the Ride Photo Shop in the Park in
          good condition, reasonable wear and tear excepted. Unless Six Flags
          and KBK otherwise agree if KBK fails to remove the Equipment from the
          Park within five (5) days after KBK receives written notice of the
          termination of this Agreement, then KBK 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

<PAGE>

          services rendered by Park employees in connection therewith) shall be
          paid to Six Flags by KBK promptly following demand therefor.

     2. An additional Section 24 shall be added to the Agreement and shall read
as follows:

          24. RX Loan Default

               In the event RX defaults on the Loan Documents prior to the
          expiration or other termination of the Agreement, and KBK promptly
          notifies Six Flags of this fact, the Park shall thereafter place the
          share of Net Revenue that is owed and owing to RX pursuant to Section
          5 of the Agreement in an escrow fund pending either (i) final
          determination by KBK and RX as to what should be done with such funds,
          or (ii) receipt of an appropriate court order directing Six Flags on
          how to distribute the Net Revenue.

     3. All other terms and conditions of all three Agreements remain the same.

                                ----------------

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

                                     SIX FLAGS THEME PARKS, INC.

                                     By: /s/ name illegible
                                     Name: name illegible
                                     Title: Asst. General Manager and Director
                                            of Finance

                                     RX TECHNOLOGY, INC.

                                     By: /s/ DONALD REX GAY
                                     Name: Donald Rex Gay
                                     Title: President