ISDA (R)
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                          dated as of June 26, 2000___

Bank of America, N.A.      and ITEC Attractions, Inc.
---------------------------   ------------------------------------

Have entered and/or anticipate  entering into one or more  transactions  (each a
"Transaction")  that are or will be  governed by this  Master  Agreement,  which
includes the schedule (the  "Schedule")  and the documents and other  confirming
evidence (each a "Confirmation)  exchanged between the parties  confirming those
Transactions.

Accordingly, the parties agree as follows:

1.   Interpretation
(a)  Definitions.  The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsitency.  In the event of any  inconsistency  between the provisions of
the Schedule and the other  provisions  of this Master  Agreement,  the Schedule
will prevail.  In the event of any  inconsistency  between the provisions of any
Confirmation   and  this  Master  Agreement   (including  the  Schedule),   such
Confirmation   and  this  Master  Agreement   (including  the  Schedule),   such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement.  All Transactions are entered into in reliance on the fact
that this Master Agreement and all confirmations form a single agreement between
the  parties  (collectively  referred to as this  "Agreement"),  and the parties
would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i) Each  party  will make  each  payment  or  delivery  specified  in each
     Confirmation  to be made by it,  subject  to the other  provisions  of this
     Agreement.

     (ii)Payments under this Agreement will be made on the due date for value on
     that  date  in  the  place  of  the  account   specified  in  the  relevant
     Confirmation   or  otherwise   pursuant  to  this   Agreement,   in  freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such  delivery  will be made  for  receipt  on the due  date in the  manner
     customary for the relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under section 8(e)(i) is subject to (1)
     the  condition  precedent  that no Event of Default or  Potential  Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition  precedent that no Early  Termination  Date in respect of the
     relevant  Transaction has occurred or been  effectively  designated and (3)
     each other applicable condition precedent specified in this Agreement.

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(b) Change of  Address.  Either  party may change its  account  for  receiving a
payment  or  delivery  by giving  notice to the other  party at least five Local
Business Days prior to the  scheduled  date for the payment or delivery to which
such change  applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  Netting.  If on any date amounts would otherwise be payable: --
     (i)  in the same currency; and
     (ii) in respect of the same Transaction.

by each party to the other,  then, on such date, each party's obligation to make
payment of any such amount will be  automatically  satisfied and discharged and,
if the  aggregate  amount that would  otherwise  have been  payable by the other
party,  replaced by an  obligation  upon the party by whom the larger  aggregate
amount over the smaller aggregate amount.

The parties may elect in respect of two or more  Transactions  that a net amount
will be  determined  in respect of all amounts  payable on the same  currency in
respect of such Transactions,  regardless of whether such amounts are payable in
respect of the same  Transaction.  The election may be made in the Schedule or a
Confirmation  by specifying that  subparagraph  (ii) above will not apply to the
Transactions  identified  as being  subject to the  election,  together with the
starting date (In which case  subparagraph (ii) above will not, or will cease to
apply to such Transactions from such date). This election may be made separately
for different  groups of Transactions  and will apply separately to each pairing
of Offices through which the parties make and receive payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i) Gross-Up.  All payments  under this  Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or  withholding  is  required  by any  applicable  law,  as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or  withhold,  then that party ("X") will:
     --

         (1)  promptly notify the other party ("Y") of such requirement;

         (2) pay to the  relevant  authorities  the full  amount  required to be
         deducted or withheld (including the full amount required to be deducted
         or  withheld  from  any  additional  amount  paid by X to Y under  this
         section  2(d))  promptly  upon the  earlier  of  determining  that such
         deduction  or  withholding  is required or  receiving  notice that such
         amount  has been  assessed  against  Y;

         (3) promptly  forward to Y an official  receipt (or certified copy), or
         other  documentation  reasonably accepted to Y, evidencing such payment
         to such payment to such authorities; and

         (4) if such Tax is an  Indemnifiable  Tax, pay to Y, in addition to the
         payment to which Y is otherwise  entitled  under this  Agreement,  such
         additional  amount is necessary  to ensure tat the net amount  actually
         received by Y (free and clear fo Indemnifiable  Taxes, whether assessed
         against X or Y) will equal the full amount Y would have received had no
         such deduction or withholding  been  required.  However,  X will not be
         required to pay any additional  amount to Y to the extent that it would
         not be required to be paid but for: --

              (A) The  failure  by Y to comply  with or  perform  any  agreement
              contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

              (B) the failure or a representation  made by Y pursuant to Section
              3(f) to be accurate  and true unless such  failure  would not have
              occurred but for (I) any action taken using authority,  or brought
              in a court of  competent  jurisdiction,  on or  after  the date on
              which a Transaction  is entered into  (regardless  of whether such
              action  is  taken  or  brought  with  respect  to a party  to this
              Agreement) or (II) a Change in Tax Law.

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<PAGE>

     (ii)Liability

         (1) X is required by any applicable law, as modified by the practice of
         any relevant  governmental revenue authority,  to make any deduction or
         withholding  in  respect  of which X would  not be  required  to pay an
         additional amount to Y under Section 2(d)(i)(4);

         (2)  X does not so deduct or withhold; and

         (3)  a    liability  resulting  from  such  Tax  is  assessed  directly
         against X,

     then,  except to the extent  that Y has  satisfied  or then  satisfies  the
     liability resulting from such Tax, Y will promptly pay X the amount of such
     liability (including any related liability for interest,  but including any
     related  liability  for  penalties  only if Y has failed to comply  with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d).

(e) Default  Interest;  Other  Amounts.  Prior to the  occurrence  or  effective
designation of an Early Termination Date in respect to the relevant Transaction,
a party that defaults in the performance of any payment  obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after  judgment) on the overdue  amount to the other party on
demand in the same  currency as such  overdue  amount,  for the period from (and
including)  the  original  due date for payment to (but  excluding)  the date of
accrual  payment,  at the Default Rate.  Such interest will be calculated on the
basis of daily  compounding and the actual number of days elapsed.  If, prior to
the occurrence or effective  designation of an Early Termination Date in respect
of  the  relevant  Transaction,  a  party  defaults  in the  performance  of any
obligation  required to be settled by  delivery,  it will  compensate  the other
party on demand if and to the extent  provided for in the relevant  Confirmation
or elsewhere in this Agreement. 3. Representations

Each party represents the other party (which  representations  will be deemed to
be repeated by each party on each date on which a  Transaction  is entered  into
and, in the case of the  representations in Section 3(f), at all times until the
termination of this agreement) that: --


(a)  Basic Representations.

     (i) Status. It is duly organized and validly existing under the laws of the
     jurisdiction of its  organization or  incorporation  and, if relevant under
     such laws, in good standing;

     (ii)  Powers.  It has the power to  execute  this  Agreement  and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation  relating to this Agreement that
     it is required by this Agreement to deliver and to perform its  obligations
     under this  Agreement and any  obligations  it has under any Credit Support
     Document  to which it is a party  and has  taken  all  necessary  action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional  documents,  any  order or  judgment  of any  court or other
     agency  of  government  applicable  to it or  any  of  its  assets  or  any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)  Consents.  All  governmental  and other consents that are required to
     have been  obtained  by it with  respect  to this  Agreement  or any Credit
     Support  Documentation to which it is a party have been obtained and are in
     full force and effect and all  conditions  of any such  consents  have been
     compiled with; and

     (v)  Obligations  Binding.  Its  obligations  under this  Agreement and any
     Credit Support Document to which it is a party constitute its legal,  valid
     and binding  obligations,  enforceable in accordance with their  respective
     terms  (subject  to  applicable  bankruptcy,  reorganization,   insolvency,
     moratorium  or similar  laws  affecting  creditors'  rights  generally  and
     subject,  as  to  enforceability,   to  equitable   principles  of  general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).



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<PAGE>

(b) Absence of Certain Events. No Event of Default or Potential Event of Default
or, to its knowledge,  Termination  Event with respect to it has occurred and is
continuing  and no such  event or  circumstance  would  occur as a result of its
entering into or performing its  obligations  under this Agreement or any Credit
Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action,  suit or proceeding at law or in
equity or before any court,  tribunal,  governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this  Agreement  or any Credit  Support  Document to which it is a
party or its ability to perform its  obligations  under this  Agreement  or such
Credit Support Document.

(d)  Accuracy of  Specified  Information.  All  applicable  information  that is
furnished in writing by or on behalf of it to the other party and is  identified
for the purpose of this  Section  3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) Payer Tax Representation.  Each representation  specified in the Schedule as
being made by it for the purpose of this Section 3(c) is accurate and true.

(f) Payee Tax Representations.  Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements.

Each party  agrees with the other that,  so long as either party has or may have
any  obligation  under this  Agreement or under any Credit  Support  Document to
which it is a party. --

(a) Furnish  Specified  Information.  It will  deliver to the other party or, in
certain  cases under  subparagraph  (iii) below,  to such  government  or taxing
authority as the other party reasonably directs: --

     (i) any forms,  documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or  reasonably  requested in writing in order to allow such
     other party or its Credit  Support  Provider  to make a payment  under this
     Agreement or any applicable  Credit Support  Document without any deduction
     or  withholding  for or on  account  of any Tax or with such  deduction  or
     withholding  at a reduced  rate (so long as the  completion,  execution  or
     submission  of such form or document  would not  materially  prejudice  the
     legal or commercial position of the party in receipt of such demand),  with
     any  such  form or  document  to be  accurate  and  completed  in a  manner
     reasonably  satisfactory  to such other party and to be executed  and to be
     delivered with any reasonably required certification.

in each case by the date specified in the Schedule or such  Confirmation  or, if
none is specified, as soon as reasonably practicable.

(b) Maintain  Authorizations.  It will use all reasonable efforts to maintain in
full force and effect all consents of any  governmental  or other authority that
are required to be obtained by it with  respect to this  Agreement or any Credit
Support  Document to which it is a party and will use all reasonable  efforts to
obtain any that may become necessary in the future.

(c)  Comply  with  Laws.  It will  comply  in all  material  respects  with  all
applicable  laws and  orders to which it may be  subject if failure so to comply
would  materially  impair  its  ability to perform  its  obligations  under this
agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement.  It will give notice of any failure of a representation  made
by it under  Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment  of Stamp Tax.  Subject  to  Section  11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or  performance of this


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<PAGE>

Agreement by a jurisdiction in which it is incorporated,  organized, managed and
controlled,  or  considered  to have its  seat,  or in which a branch  or office
through which it is acting for the purpose of this Agreement is located  ("Stamp
Tax  Jurisdiction")  and will  indemnify  the other party  against any Stamp Tax
levied  or  imposed  upon the other  party or in  respect  of the other  party's
execution or performance  of this  Agreement by any such Stamp Tax  Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.   Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following  events  constitutes  an event of default (an
"Event of Default") with respect to such party: --

     (i) Failure to Pay or Deliver.  Failure by the party to make, when due, any
     payment  under this  Agreement or delivery  under  Section  2(a)(i) or 2(e)
     required to be made by it if such  failure is not remedied on or before the
     third  Local  Business  Day after  notice of such  failure  is given to the
     party;

     (ii) Breach of Contract. Failure by the party to comply with or perform any
     agreement or obligation (other than an obligation to make any payment under
     this Agreement or delivery under Section  2(a)(i) or 2(e) or to give notice
     of a  Termination  Event  or any  agreement  or  obligation  under  Section
     4(a)(i),  4(a)(iii) or 4(d)) to be complied  with or performed by the party
     in  accordance  with this  Agreement  if such failure is not remedied on or
     before  the  thirtieth  day after  notice of such  failure  is given to the
     party;

     (iii)        Credit Support Default.

         (1) Failure by the party or any Credit  Support  Provider of such party
         to comply with or perform any  agreement or  obligation  to be compiled
         with or performed by it in accordance with any Credit Support  Document
         if such failure is  continuing  after any  applicable  grace period has
         elapsed.

         (2) the expiration or  termination  of such Credit Support  Document or
         the  failing or ceasing of such Credit  Support  Document to be in full
         force and effect  for the  purpose of this  Agreement  (in either  case
         other than in accordance  with its terms) prior to the  satisfaction of
         all  obligations  of such party  under each  Transaction  to which such
         Credit  Support  Document  relates  without the written  consent of the
         other party; or

         (3) the party or such Credit Support  Provider  disaffirms,  disclaims,
         repudiates or rejects,  in whole or in part, or challenges the validity
         of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation under
     Section  3(e) or (f)  made or  repeated  or  deemed  to have  been  made or
     repeated by the party or any Credit Support  Provider of such party in this
     Agreement or any Credit Support  Document  proves to have been incorrect or
     misleading in any material  respect when made or repeated or deemed to have
     been made or repeated;

     (v) Default under  Specified  Transaction.  The party,  any Credit  Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults  under a Specified  Transaction  and,  after giving  effect to any
     applicable notice  requirement or grace period,  there occurs a liquidation
     of, an acceleration of obligations  under, or an early termination of, that
     Specified Transaction,  (2) defaults, after giving effect to any applicable
     notice  requirement or grace period,  in making any payment or delivery due
     on the last payment,  delivery or exchange date of, or any payment on early
     termination of, a Specified  Transaction (or such default  continues for at
     least  three  Local  Business  Days  if  there  is  no  applicable   notice
     requirement or grace period) or (3)  disaffirms,  disclaims,  repudiates or
     rejects,  in whole or in par, a  Specified  Transaction  (or such action is
     taken by any person or entity  appointed  or empowered to operate it or act
     on its behalf);

     (vi) Cross  Default.  If "Cross  Default" is  specified  in the Schedule as
     applying to the party, the occurrence or existence of (1) a default,  event


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<PAGE>

     of default or other  similar  condition  or event  (however  described)  in
     respect to such party, and any Credit Support Provider of such party or any
     applicable  Specified  Entity of such party under one or more agreements or
     instruments relating to Specified Indebtedness of any of them (individually
     or  collectively)  in an aggregate  amount of not less than the  applicable
     Threshold  Amount (as specified in the Schedule) which has resulted in such
     Specified  Indebtedness becoming, or becoming capable at such time of being
     declared,  due and payable under such agreements or instruments,  before it
     would  otherwise  have been due and payable or (2) a default by such party,
     such Credit Support  Provider or such  Specified  Entity  (individually  or
     collectively)  in making one or more payments on the due date thereof in an
     aggregate  amount of not less than the  applicable  Threshold  Amount under
     such  agreements or  instruments  (after  giving  effect to any  applicable
     notice requirement or grace period);

     (vii)  Bankruptcy.  The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party: --

         (1) is dissolved (other than pursuant to a consolidation,  amalgamation
         or  merger);  (2)  becomes  insolvent  or is unable to pay its debts or
         fails or admits in writing its inability  generally to pay its debts as
         they  become  due;  (3)  makes a  general  assignment,  arrangement  or
         composition with or for the benefit of its creditors; (4) institutes or
         has instituted against it a proceeding seeking a judgment of insolvency
         or  bankruptcy  or any other relief under any  bankruptcy or insolvency
         law or other similar law  affecting  creditors'  rights,  or a petition
         instituted  or presented  against it, such  proceeding  or petition (A)
         results in a judgment or  insolvency  or  bankruptcy or the entry of an
         order for  relief  or the  making  of an order  for its  winding-up  or
         liquidation or (B) is not dismissed,  discharged,  stayed or restrained
         in each  case  within  30 days of the  institution  thereof;  (5) has a
         resolution   passed  for  its   winding-up,   official   management  or
         liquidation  (other than pursuant to a  consolidation,  amalgamation or
         merger);  (6)  seeks  or  becomes  subject  to  the  appointment  of an
         administrator,  provisional liquidator, conservator, receiver, trustee,
         custodian or other similar  official for it or for all or substantially
         all its  assets;  (7)  has  secured  party  take  possession  of all or
         substantially all its assets or has a distress, execution,  attachment,
         sequestration  or other legal  process  levied,  enforced or sued on or
         against  all or  substantially  all its assets and such  secured  party
         maintains possession, or any such process is not dismissed, discharged,
         stayed or  restrained,  in each case  within  30 days  thereafter;  (8)
         causes or is subject to any event with  respect to it which,  under the
         applicable laws of any jurisdiction,  has an analogous effect to any of
         the events  specified in clauses (1) to (7)  (inclusive);  or (9) takes
         any action in furtherance  of, or indica5ting  its consent to, approval
         of, or acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption.  The party or any Credit Support Provider
     of such party  consolidates or amalgamates with, or merges with or into, or
     transfers all or  substantially  all its assets to,  another entity and, at
     the time of such consolidation, amalgamation, merger or transfer: --

         (1) the resulting,  surviving or transferee  entity fails to assume all
         the  obligations  of such party or such Credit  Support  Provider under
         this  Agreement  or any  Credit  Support  Document  to  which it or its
         predecessor was a party by operation of law or pursuant to an agreement
         reasonably satisfactory to the other party to this Agreement; or

         (2) the benefits of any Credit Support Document fail to extend (without
         the consent of the other party) to the  performance by such  resulting,
         surviving or transferee entity of its obligations under this Agreement.

(b) Termination  Events. The occurrence ant any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event  specified  below  constitutes  an  Illegality if the
event is specified  in (i) below,  a fax Event if the event is specified in (ii)


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below or a Tax Event upon Merger if the event is specified in (iii) below,  and,
if  specified  to be  applicable,  a Credit  Event  Upon  Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below: -

     (i)  Illegality.  Due to the adoption of, or any change in, any  applicable
law  after  the date on  which a  Transaction  is  entered  into,  or due to the
promulgation of, or any change in, the interpretation by any court,  tribunal or
regulatory  authority  with competent  jurisdiction  of any applicable law after
such date, it becomes  unlawful (other than as a result of a breach by the party
of Section 4(b)) for such party (which will be the Affected Party): --

         (1) to perform any absolute or contingent  obligation to make a payment
         or  delivery  or to  receive a payment or  delivery  in respect of such
         Transaction  or to comply  with any other  material  provision  of this
         Agreement relating to such Transaction; or

         (2) to  perform,  or for any Credit  Support  Provider of such party to
         perform,  any contingent or other  obligation  which the party (or such
         Credit Support Provider) has under any Credit Support Document relating
         to such Transactions.

     (ii) Tax  Event.  Due to (x) any  action  taken by a taxing  authority,  or
     brought in a court of competent, jurisdiction, or after the date on which a
     Transaction is entered into  (regardless of whether such action is taken or
     brought with respect to a party to this  Agreement)  or (y) a Change in Tax
     Law, the party  (which will be the  Affective  Party)  will,  or there is a
     substantial  likelihood  that it  will,  on the next  succeeding  Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an  Indemnifiable  Tax under  Section  2(d)(i)(4)  (except in
     respect of interest under Section 2(e),  6(d)(ii) or 6(e)) or (2) receive a
     payment  form which an amount is required to be deducted or withheld for or
     on account of a Tax  (except in respect of  interest  under  Section  2(e),
     6(d)(ii)  or 6(e))  and no  additional  amount  is  required  to be paid in
     respect  of such Tax  under  Section  2(d)(i)(4)  (other  than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger.  The party (the "Burdened  Party") on the next
     succeeding  Scheduled  payment  date will  either (1) be required to pay an
     additional  amount  in  respect  of  an  Indemnifiable  Tax  under  Section
     2(d)(i)(4)  (except in respect of interest under Section 2(e),  6(d)(ii) or
     6(e)) or (2)  receive a payment  from which an amount has been  deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not  required  to pay an  additional  amount  (other than by
     reason of Section  2(d)(i)(4)(A)  or (B)),  in either case as a result of a
     party  consolidating  or  amalgamating  with,  or merging with or into,  or
     transferring all or substantially  all its assets to, another entity (which
     will be the Affected  Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger.  If "Credit  Event Upon Merger" is specified
     in the  Schedule  as applying to the party,  such party  ("X"),  any Credit
     Support Provider of X or any applicable  Specified Entity of X consolidates
     or  amalgamates  with,  or  merges  with  or  into,  or  transfers  all  or
     substantially  all its assets to,  another  entity and such action does not
     constitute   an   event   described   in   Section   5(a)(viii)   but   the
     creditworthiness  of the  resulting,  surviving  or  transferee  entity  is
     materially  weaker  than that of X, such  Credit  Support  Provider or such
     Specified  Entity,  as the case may be,  immediately  prior to such  action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v) Additional Termination Event. If any "Additional  Termination Event" is
     specified in the Schedule or any  Confirmation as applying,  the occurrence
     of such event (and, in such event,  the Affected Party of Affected  Parties
     shall be as specified for such Additional Termination Event in the Schedule
     or such Confirmation)

(c) Event of Default and  Illegality.  If an event of  circumstance  which would
otherwise  constitute  or give rise to an Event of Default also  constitutes  an
illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

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<PAGE>

6.   Early Termination.

(a) Right to Terminate  Following Event of Default.  If at any time and Event of
Default  with  respect to a party (the  "Defaulting  Party") has occurred and is
then continuing,  the other party (the "Non-defaulting  Party") may, by not more
than 20 days notice to the  Defaulting  Party  specifying  the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions.  If, however,
"Automatic  Early  Termination"  is  specified  in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur  immediately  upon the  occurrence  with  respect to such party of an
Event of Default  specified  in Section  5(a)(vii)(1),  (3),  (5) (6) or, to the
extent  analogous  thereto,  (8), and as of the time  immediately  preceding the
institution  of the  relevant  proceeding  or the  presentation  of the relevant
petition upon the  occurrence  with respect to such party of an Event of Default
specified in Section 5(a((vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i) Notice. If a termination Event occurs, an Affected Party will, promptly
     upon becoming aware of it, notify the other party, specifying the nature of
     that  Termination  Event and each Affected  Transaction  and will also give
     such other  information about that Termination Event as the other party may
     reasonably require.

     (ii) Transfer to Avoid  Termination  Event.  If either an Illegality  under
     Section  5(b)(i)(1)  or a Tax Event  occurs and there is only one  Affected
     Party,  or if a Tax Event Upon Merger occurs and the Burdened  Party is the
     Affected  Party,  the Affected  Party will,  as a condition to its right to
     designate  an  Early  Termination  Date  under  Section  6(b)(iv),  use all
     reasonable  efforts  (which  will not  require  such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations  under
     this  Agreement in respect of the Affected  Transactions  to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the  Affected  Party is not able to make  such a  transfer  it will give
     notice  to the  other  party  to that  effect  within  such 20 day  period,
     whereupon  the other party may effect such a transfer  within 30 days after
     notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and  conditional  upon the prior written  consent of the other party,  with
     consent  will not be withheld if such other  party's  policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties.  If an Illegality under Section 5(b)(i)(1) or a
     Tax Event  occurs and there are two Affected  Parties,  each party will use
     all  reasonable  efforts to reach  agreement  within 30 days  after  notice
     thereof is given under Section 6(b)(i); or

     (iv)     Right to Terminate.  If: --

         (1) a transfer  under  Section  6(b)(ii) or an agreement  under Section
         6(b)(iii),  as the case may be, has not been  affected  with respect to
         all Affected  Transactions within 30 days after an Affected Party gives
         notice under Section 6(b)(i); or

         (2) an illegality under Section 5(b)(i)(2),  a Credit Event Upon Merger
         or an Additional  Termination  Event occurs, or a Tax Event Upon Merger
         occurs and the Burdened Party is not the Affected Party.

either party in the case of illegality,  the Burdened Party in the case of a Tax
Event  Upon  Merger,  any  Affected  Party  in the  case  of a Tax  Event  or an
Additional  Termination  Event if there is more than one Affected  Party, or the
party which is not the Affected  party in the case of a Credit Event Upon Merger
or an Additional  Termination  Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and  provided  that the relevant
Termination  Event is then continuing,  designate a day not earlier than the day
such notice is effective as an Early Termination Date in respect of all Affected
Transactions.



                                       8
<PAGE>

(c)  Effect of Designation.

     (i) If notice  designating an Early Termination Date is given under Section
     6(a)  or  (b),  the  Early  Termination  date  will  occur  on the  date so
     designated,  whether or not the  relevant  Event of Default or  Termination
     Event is then continuing.
     (ii) Upon the occurrence or effective  designation of an Early  Termination
     Date, no further  payments or deliveries  under Section  2(a)(i) or 2(e) in
     respect of the  Terminal  Transactions  will be  required  to be made,  but
     without prejudice to the other provisions of this Agreement.  The amount if
     any,  payable in respect of an Early  Termination  Date shall be determined
     pursuant to Section 6(e).

(d)  Calculations.

     (i)  Statement.  On or as  soon as  reasonably  practicable  following  the
     occurrence  of  an  Early  termination  Date,  each  party  will  make  the
     calculations  on its part,  if any,  contemplated  by Section 6(e) and will
     provide to the other party a statement (1) showing,  in reasonable  detail,
     such  calculations  (including  all relevant  quotations and specifying any
     amount  payable under Section 6(c)) and (2) giving  details of the relevant
     account to which any amount  payable to it is to be paid. In the absence of
     written confirmation form the source of a quotation obtained in determining
     a Market Quotation,  the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii)  Payment  Date.  An amount  calculated  as being due in respect of any
     Early  Termination  Date under Section 6(e) will be payable on the day that
     notice  of the  amount  payable  is  effective  (in the  case  of an  Early
     Termination  Date which is  designated or occurs as a result of an Event of
     Default) and on the day which is two Local  Business  Days after the day on
     which the notice of the  amount  payable  is  effective  (in the case of an
     Early  Termination  Date which is  designated  as a result of a Termination
     Event).  Such amount will be paid  together  with (to the extent  permitted
     under  applicable law) interest  thereon (before as well as after judgment)
     in the  Termination  Currency,  from (and  including)  the  relevant  Early
     Termination  Date to (but  excluding)  the date such amount is paid, at the
     Applicable  Rate.  Such  interest  will be calculated on the basis of daily
     compounding and the actual number of days elapsed.

(e)  Payments  on Early  Termination.  If an Early  Termination  Date occurs the
following  provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First  Method" or the  "Second  Method",  as the case may be,  shall
apply. The amount,  if any, payable in respect of an Early  Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (i) Events of Default.  If the Early Termination Date results from an Event
     of Default: --

         (1) First Method and Market  Quotation.  If the First Method and Market
         Quotation apply,  the Defaulting  Party will pay to the  Non-defaulting
         Party  the  excess,  if a  positive  number,  of  (A)  the  sum  of the
         Settlement Amount (determined by the  Non-defaulting  Party) in respect
         of the Terminated  Transactions and the Termination Currency Equivalent
         of the Unpaid Amounts owing to the Defaulting Party.

         (2) First  Method and Loss.  If the First  Method and Loss  apply,  the
         Defaulting  Party will pay to the  Non-defaulting  Party, if a positive
         number, the Non-defaulting Party's Loss in respect of this Agreement

         (3) Second Method and Market Quotation. If the Second Method and Market
         Quotation  apply, an amount will be payable equal to (A) the sum of the


                                       9
<PAGE>

         Settlement Amount (determined by the  Non-defaulting  Party) in respect
         of the Terminated  Transactions and the Termination Currency Equivalent
         of the Unpaid  Amounts owing to the  Non-defaulting  Party less (B) the
         Termination  Currency  Equivalent  of the Unpaid  Amounts  owing to the
         Defaulting  Party. If that amount is a positive number,  the Defaulting
         Party  will pay it to the  Non-defaulting  Party;  if it is a  negative
         number,  the  Non-defaulting  party will pay the absolute value of that
         amount to the Defaulting Party.

         (4) Second Method and Loss.  If the Second  Method and Loss apply,  and
         amount  will be payable  equal to the  Non-defaulting  Party's  Loss in
         respect of this  Agreement.  If that amount is a positive  number,  the
         Defaulting  Party will pay it to the  Non-defaulting  Party; if it is a
         negative number, the  Non-defaulting  Party will pay the absolute value
         of that amount to the Defaulting Party.

     (ii)  Termination  Events.  If the Early  Termination  Date  results from a
     Termination Event: --

         (1) One  Affected  Party.  If there is one Affected  Party,  the amount
         payable will be determined in accordance  with Section  6(e)(i)(3),  if
         Market  Quotation  applied,  or Section  6(e)(i)(4),  if Loss  applies,
         except that, in either case,  references to the Defaulting Party and to
         the   Non-defaulting   Party;   if  it  is  a  negative   number,   the
         Non-defaulting  Party will pay the absolute value of that amount to the
         Defaulting Party.

         (2)  Two Affected Parties.  If there are two Affected Parties: --

              (A) if Market  Quotation  applied,  each  party will  determine  a
              Settlement Amount in respect of the Terminated  Transactions,  and
              an amount will be payable  equal to (I) the sum of (a) one-half of
              the difference between the Settlement Amount of the party with the
              higher  Settlement  amount ("X") and the Settlement  Amount of the
              party  with  the  lower  Settlement   amount  ("Y")  and  (b)  the
              Termination  Currency  Equivalent of the Unpaid Amounts owing to X
              less  (II)  the  Termination  Currency  Equivalent  of the  Unpaid
              Amounts owing to Y and;

              (B) if Loss applies, each party will determine its Loss in respect
              of this  Agreement  (or,  if fewer than all the  Transactions  are
              being terminated,  in respect of all Terminated  Transactions) and
              an amount  will be payable  equal to  one-half  of the  difference
              between  the Loss of the party with the higher  Loss ("X") and the
              Loss of the party with the lower loss ("Y").

         If the amount payable is a positive  number,  Y will pay it to X; if it
         is a negative  number,  X will pay the absolute value of that amount to
         Y.

     (iii)  Adjustment  for  Bankruptcy.   In   circumstances   where  an  Early
     Termination Date occurs because  "Automatic Early  Termination"  applies in
     respect of a party,  the amount  determined under this section 6(a) will be
     subject to such  adjustments  as are  appropriate  and  permitted by law to
     reflect  any  payments or  deliveries  made by one party to the other under
     this  Agreement  (and  retained by such other party) during the period from
     the  relevant  Early  Termination  Date to the date for payment  determined
     under Section 6(d)(ii).

     (iv)  Pre-Estimate.  The parties agree that if Market Quotation  applies an
     amount recoverable under this Section 6(e) is a reasonable  pre-estimate of
     loss and not a penalty.  Such amount is payable for the loss of bargain and
     the loss and not a penalty.  Such amount is payable for the loss of bargain
     and the loss of  protection  against  future  risks and except as otherwise


                                       10
<PAGE>

     provided in this  Agreement  neither  party will be entitled to recover any
     additional damages as a consequence of such losses.

7.   Transfer

Subject to  section  6(b)(iii),  neither  this  Agreement  nor any  interest  or
obligation  in or under this  Agreement  may be  transferred  (whether by way of
security or otherwise) by either party without the written  consent of the other
party, except that: --

(a)  a  party  may  make  such  a  transfer  of  this  Agreement  pursuant  to a
consolidation or amalgamation with, or a merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any party of its  interest in any
amount payable to it from a Defaulting Party under Section 6(c).

Any purported transfer that is not in compliance with this Section will be void.

8.   Contractual Currency

(a) Payment in the Contractual Currency.  Each payment under this Agreement will
be made in the relevant  currency  specified in this  Agreement  for the payment
(the  "Contractual  Currency").  To the extent  permitted by applicable law, any
obligation to make payments  under this  Agreement in the  Contractual  Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual  Currency,  except to the extent such  tender  results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in  converting  the  currency  so tendered  into this  Contractual
Currency,  of the full amount in the Contractual Currency of all amounts payable
in respect of this  Agreement.  If for any reason the amount in the  Contractual
Currency  so  received  falls  short of the amount in the  Contractual  Currency
payable in respect of this  Agreement,  the party  required  to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the  Contractual  Currency as may be necessary to  compensate  for the
shortfall.  If for any reason the amount in the Contractual Currency so received
exceeds  the  amount in the  Contractual  Currency  payable  in  respect of this
Agreement,  the party  receiving the payment will refund  promptly the amount of
such excess.

(b)  Judgments.  In the extent  permitted by applicable  law, if any judgment or
order  expressed in a currency other than the  Contractual  Currency is rendered
(i) for the payment of any amount owing in respect of this  Agreement,  (ii) for
the payment of any amount  relating to any early  termination in respect of this
Agreement  or (iii) in respect of a judgment  or order of another  court for the
payment  of any  amount  described  in (i) or  (ii)  above,  the  party  seeking
recovery,  after recovery in full of the aggregate amount to which such party is
entitled  pursuant  to the  judgment  or  order,  will be  entitled  to  receive
immediately  from the other party the amount of any shortfall of the Contractual
Currency  received  by such  party as a  consequence  of sums paid in such other
currency  and  will  refund  promptly  to the  other  party  any  excess  of the
Contractual  Currency  received by such party as a  consequence  of sums paid in
such other  currency if such shortfall or such excess arises or results from any
variation  between  the rate of exchange  at which the  Contractual  Currency is
converted  into the  currency of the  judgment or order for the purposes of such
judgment or order and the rate of  exchange at which such party is able,  acting
in a reasonable  manner and in good faith in  converting  the currency  received
into the Contractual  Currency,  to purchase the  Contractual  Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange' includes, without limitation, any premiums and costs
of exchange  payable in connection  with the purchase of or conversion  into the
Contractual Currency.

(c) Separate  Indemnities.  To the extent  permitted by  applicable  law,  these
indemnities  constitute  separate  and  independent  obligations  from the other
obligations in this  Agreement,  will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof  being  made fro any other  sums  payable  in  respect of this
Agreement.

(d) Evidence of Loss.  For the purpose of this Section 8, it will be  sufficient
for a party to  demonstrate  that it would  have  suffered  a loss had an actual
exchange or purchase been made.

                                       11
<PAGE>

9.   Miscellaneous

(a) Entire  Agreement.  This  Agreement  constitutes  the entire  agreement  and
understanding  of the parties with respect to its subject  matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  Amendments.  No  amendment,  modification  or  waiver  in  respect  of this
Agreement will be effective unless in writing  (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)  Survival of  Obligations.  Without  prejudice  to Sections  2(a)(iii),  the
obligations of the parties under this Agreement will survive the  termination of
any Transaction.

(d)  Remedies  Cumulative.  Except as  provided in this  Agreement,  the rights,
powers, remedies and privileges provided in this Agreement are cumulative an not
exclusive of any rights, powers, remedies and privileges provided by law.

(e)  Counterparts and Confirmations.

     (i) This Agreement (and each amendment,  modification and waiver in respect
of it) may be executed and  delivered in  counterparts  (including  by facsimile
transmission), each of which will be deemed an original.

     (ii) The parties  intend  that they are legally  bound by the terms of each
Transaction  from the  moment  they  agree to those  terms  (whether  orally  or
otherwise).  A Confirmation shall be entered into as soon as practicable and may
be executed and delivered in counterparts  (including by facsimile transmission)
or be created by an exchange of telexes or by an exchange of electronic  message
on an electronic messaging system, which in each case will be sufficient for all
purposes to evidence a binding  supplement to this  Agreement.  The parties will
specify  therein or through another  effective means that any such  counterpart,
telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights.  A failure or delay in exercising  any right,  power or
privilege  in respect of this  Agreement  will not be  presumed  to operate as a
waiver, and a single or partial exercise of any right,  power, or privilege will
not be resumed or preclude any  subsequent  or further  exercise,  of the right,
power or privilege or the exercise of any other right, power or privilege.

(g)  Headings.  The  headings  used in this  Agreement  are for  convenience  of
reference  only and are not to affect  the  construction  of or to be taken into
consideration in interpreting this Agreement.

10.  Offices; Multibranch Parties

(a) If section  10(a) is specified in the Schedule as applying,  each party that
enters into a  Transaction  through an Office other than its head or home office
represents to the other party that,  notwithstanding the place of booking office
or jurisdiction of  incorporation or organization of such party, the obligations
of such party are the same as if it had entered into the Transaction  through it
head or home office.  This  representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)  Neither  party may change the Office  through  which it makes and  receives
payments  or  deliveries  for the  purpose of a  Transaction  without  the prior
written consent of the other party.

(c) If a party  is  specified  as a  Multibranch  Party  in the  Schedule,  such
Multibranch  Party  may  make and  receive  payments  or  deliveries  under  any
Transaction  through any Office listed in the Schedule,  and the Office  through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.  Expenses

A Defaulting Party will, on demand,  indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses,  including legal fees and
Stamp  Tax,  incurred  by such  other  party by  reason of the  enforcement  and


                                       12
<PAGE>

protection of its rights under this Agreement or any Credit Support  Document to
which the Defaulting  Party is a party or by reason of the early  termination of
any Transaction, including, but not limited to, costs of collection.

12.  Notices

(a)  Effectiveness.  Any  notice  of  other  communication  in  respect  of this
Agreement  may be given in any manner set forth below  (except  that a notice or
other  communication  under  Section  5 or 6  may  not  be  given  by  facsimile
transmission  or  electronic  messaging  system) to the  address or number or in
accordance  with the  electronic  messaging  system  details  provided  (see the
Schedule and will be deemed effective as indicated: --

(i)      if in writing and delivered in person or by courier, on the date it is
         delivered;

(ii)     if sent by telex, on the date the recipient's answer back is received;

(iii)    if sent by facsimile  transmission,  on the date that  transmission  is
         received by a responsible employee of the recipient in legible form (it
         being agreed that the burden of  providing  receipt will be on the send
         and will not be met by a transmission  report generated by the sender's
         facsimile machine;

(iv)     if sent by certified or registered  mail (airmail,  if overseas) or the
         equivalent  (return  receipt  requested),  on the  date  that  mail  is
         delivered or its delivery is attempted; or

(v)      if send by electronic  messaging  system,  on the date that  electronic
         message is received,

unless the date of the  delivery  (or  attempted  deliver) or that  receipt,  as
applicable,  after the close of business Day or that  communication is delivered
(or  attempted)  or received,  as  applicable,  after the close of business on a
local Business Day, in which case that  communication  shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  Change of  Address.  Either  party may by  notice to the other  change  the
address,  telex or facsimile  number or electronic  messaging  system details at
which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a)  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
accordance with the law specified in the Schedule.

(b) Jurisdiction.  With respect to any suit,  action or proceedings  relating to
this Agreement ("Proceeding"), each party irrevocably;--

         (i)  submits  to  the  jurisdiction  of the  English  courts,  if  this
     Agreement   is   expressed  to  be  governed  by  English  law  or  to  the
     non-exclusive  jurisdiction  of the courts of the State of New York and the
     United  States  District  Court  located in the Borough of Manhattan in New
     York City, if this Agreement is expressed to be governed by the laws of the
     the State of New York; and

         (ii) waives any  objection  which it may have at any time of the laying
     of venue of any  Proceedings  brought in any such  court,  waives any claim
     that such Proceedings have been bought in an inconvenient forum and further
     waives the right to object,  with  respect to such  Proceedings,  that such
     court does not have any jurisdiction over such party.

Nothing in the Agreement precludes either party from bringing Proceedings in any
other  jurisdiction  outside,  if this  Agreement is expressed to be governed by
English law,  the  Contracting  States,  as defined in Section 1(3) of the Civil
Jurisdiction  and  Judgments  Act  1982  or  any   modification,   extension  or
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process.  Each party  irrevocably  appoints the Process Agent (if
any) specified  opposite its name in the Schedule to receive,  for it and on its
behalf, service of process in any Proceedings. If for any reason any


                                       13
<PAGE>

party's  Process Agent is unable to act as such, such party will promptly notify
the other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties  irrevocably consent to service of process given
in the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner  permitted
by law.

(d) Waiver of Immunities.  Each party irrevocably  waives, to the fullest extent
permitted by applicable  law, with respect to itself and its revenues and assets
(irrespective  of their use or  intended  use),  all  immunity on the grounds of
sovereignty or other similar  grounds from (i) suite,  (ii)  jurisdiction of any
court, (iii) relief by way of injunction,  order for specific performance or for
recovery of property,  (iv)  attachment of its assets  (whether  before or after
judgment)  and (v) execution or  enforcement  of any judgment to which it or its
revenues or assets might  otherwise be entitled in any Proceedings in the courts
of  any  jurisdiction  any  irrevocably  agrees,  to  the  extent  permitted  by
applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5 (b).

"Affected  Transactions"  means  (a)  with  respect  to  any  Termination  Event
consisting  of  an  Illegality,   Tax  Event  or  Tax  Event  Upon  Merger,  all
Transactions  affected by the occurrence of such Termination  Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate"  means,  subject to the  Schedule,  in relation  to any person,  any
entity  controlled,  directly  or  indirectly,  by the  person,  any entity that
controls,  directly  or  indirectly,  the  person  or  any  entity  directly  or
indirectly under common control with the person. For this purpose,  "control" of
any entity or person  means  ownership  of a majority of the voting power of the
entity or person.

"Applicable Rate" means: -

(a) in respect of obligations  payable or deliverable  (or which would have been
but for Section 2 (a)(iii)) by a Defaulting Party, the Default Rate.

(b) in respect of an  obligation  to pay an amount under  Section 6(e) of either
party from and after the date  (determined in accordance with Section  6(d)(ii))
on which that amount is payable, the Default Rate.

(c) in respect of all other  obligations  payable or deliverable (or which would
have been but for Section  2(a)(iii) by a Non-defaulting  Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
or, or any change in or amendment to, any law (or in the application or official
interpretation  of any  law)  that  occurs  on or after  the  date on which  the
relevant Transaction in entered into.

"Consent"  includes  a  consent,  approval,  action,  authorization,  exemption,
notice, filing, registration or exchange control consent.

"Credit Even Upon Merger" has the meaning specified in Section 5(b)

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default  Rate"  means a rate per  annum  equal to the  cost  (without  proof or
evidence of any actual  cost) to the relevant  payee (as  certified by it) if it
wee to fund or of funding the relevant amounts plus 1% per annum.

                                       14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a ).

"Early  Termination  Date" means the date  determined in accordance with Section
6(a)or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section5(b).

"Indemnifiable  Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under the Agreement but for a present or former  connection
between the jurisdiction of the government or taxation  authority  imposing such
Tax and the  recipient  of such  payment or a person  related to such  recipient
(including  without  limitation,  a connection  arising  from such  recipient or
related person being or having been a citizen or resident of such  jurisdiction,
or being or having been organized,  present or engaged in a trade or business in
such  jurisdiction,  or having or having had a permanent  establishment or fixed
place of business in such  jurisdiction,  but  excluding  a  connection  arising
solely  from such  recipient  or  related  person  having  executed,  delivered,
performed  its  obligations  or  received a payment  under,  or  enforced,  this
Agreement or a Credit Support Document).

"Law" includes any treaty, law, rule or regulation (as modified,  in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means,  subject to the Schedule,  a day on which commercial
banks are open for business  (including dealings in foreign exchange and foreign
currency  deposit(s) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified,  as
otherwise agreed by the parties in writing or determined  pursuant to provisions
contained, or incorporated by reference,  in this Agreement,  (b) in relation to
any other  payment,  in the place where the relevant  account is located and, if
different,  in the principal  financial  centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication,  including notice
contemplated  under Section  5(a)(i),  in the city  specified in the address for
notice  provided by the recipient and, in the case of a notice  contemplated  by
Section  2(b),  in the place where the relevant new account is to be located and
(d) in relation to Section  5(a)(v)(2) in the relevant locations for performance
with respect to such Specified Transaction.

"Loss"  means  with  respect  to  this  Agreement  or  one  or  more  Terminated
Transactions,  as the  case  may  be,  and a  party,  the  Termination  Currency
Equivalent of an amount that part reasonably  determines in good faith to be its
total losses and costs (or gain, in which case  expressed as a negative  number)
in connection  with this  Agreement or that  Terminated  Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the  election of such party but without  duplication,  loss or
cost  incurred  as a  result  of  its  terminating,  liquidating,  obtaining  or
reestablishing any hedge or related trading position (or any gain resulting from
any of them).  Loss  includes  losses  and costs (or  gains) in  respect  of any
payment or delivery  required to have been made (assuming  satisfaction  of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section (6)(e)(i)(1) or (3)
or  6(e)(ii)(2)(A)  applies.  Loss does not  include a  party's  legal  fees and
out-of- pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant  Early  Termination  Date, or, if that is not reasonably
practicable,  as of the earliest date thereafter as is reasonably practicable. A
party  may (but need not)  determine  its Loss by  reference  to  quotations  of
relevant  rates or  prices  from one or more  leading  dealers  in the  relevant
markets.

"Market  Quotation" means,  with respect to one or more Terminated  Transactions
and a party  making  the  determination,  an amount  determined  on the basis of
quotations from Reference  Market-makers.  Each quotation will be for an amount,
if any, that would be paid to such party  (expressed as a negative number) or by
such party  (expressed as a positive  number) in  consideration  of an agreement
between such party  (taking into account any existing  Credit  Support  Document
with  respect  to the  obligations  of such  party)  and the  quoting  Reference
Market-maker to enter into a transaction (the  "Replacement  Transaction")  that
would have the effect of  preserving  for such party the economic  equivalent of
any


                                       15



<PAGE>



contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such  Terminated  Transaction
of group of Terminated  Transactions  that would,  but for the occurrence of the
payment or delivery (whether the underlying  obligation was absolute or relevant
Early  termination  Date,  have been required after that date. For this purpose,
Unpaid Amounts in respect of the  Terminated  Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery
that would,  but for the relevant  Early  Termination  Date,  have been required
(assuming  satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be subject
to such documentation oas such party and the Reference Market-maker may, in good
faith,  agree.  The party making the  determination  (or its agent) will request
each Reference  Market-maker  to provide its quotation to the extent  reasonably
practicable as of the same day and time (without regard to different time zones)
on or as soon as reasonably  practicable  after the relevant  Early  Transaction
Date. The date and time as of which those  quotations are to be obtained will be
selected  in good  faith by the  party  obliged  to make a  determination  under
Section  6(e),  and, if each party is so obliged,  after  consultation  with the
other. If more than three quotations are provided,  the Market Quotation will be
the arithmetic mean of the quotations,  without regard to the quotations  having
the highest and lowest  values.  If exactly three such  quotations are provided,
the Market  Quotation will be the quotation  remaining  after  disregarding  the
highest and lowest quotations.  For this purpose, if more than one quotation has
the same highest value or lowest  value,  than one of such  quotations  shall be
disregarded. If fewer than three quotations are provided, it will be deemed that
the  Market  Quotation  in respect of such  Terminated  Transaction  or group of
Terminated Transactions cannot be determined.

"Non-default  Rate" means a rate per annum equal to the cost  (without  proof or
evidence of any actual cost)to the Non- defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party,  which may be such party's head or
home office.

"Potential  Events of Default" means any event which,  with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference  Market-makers"  means four lending  dealers in the  relevant  market
selected  by the party  determining  a Market  Quotation  in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an  extension  of credit  and (b) to the  extent  practicable,  from  among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organized, managed and controlled or considered
to have its  seat,  (b) where an Office  through  which the party is acting  for
purposes of this  Agreement  is located,  (c) in which the party  executes  this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled  Payment  Date"  means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset,  combination of accounts, right of retention or
withholding  or  similar  right or  requirement  to which the payer of an amount
under Section 6 is entitled or subject  (whether  arising under this  Agreement,
another contract,  applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement  Amount"  means,  with respect to a party and any Early  Termination
Date, the sum of:

(a) the  Termination  Currency  Equivalent  of the  Market  Quotations  (whether
positive or negative)  for each  Terminated  Transaction  or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated

                                       16


<PAGE>




Transaction  or group of Terminated  Transactions  for which a Market  Quotation
cannot be determined or would not (in the reasonable  belief of the party making
the determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present  or  future,  contingent  or  otherwise,  as  principal  or  surety  (or
otherwise) in respect of borrowed money.

"Specified  Transaction"  means,  subject to the Schedule,  (a) any  transaction
(including an agreement with respect thereto) now existing or thereafter entered
into between one party to this Agreement (or any Credit Support  Provide of such
party or any applicable  Specified  Entity of such party) and the other party to
this  Agreement  (or any Credit  Support  Provider  of such  other  party or any
applicable  Specified  Entity  of  such  other  party)  which  is  a  rate  swap
transaction,  basis swap,  forward rate transaction,  commodity swap,  commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option,  foreign  exchange  transaction,  cap  transaction,  floor
transaction, collar transaction, currency swap transaction,  cross-currency rate
swap transactions,  currency option or any other similar transaction  (including
any option with respect to any of these  transactions),  (b) any  combination of
these  transactions  and (c) any other  transaction  identified  as a  Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest,  penalties and additions thereto) that is
imposed by any  government  or other taxing  authority in respect of any payment
under this Agreement other than a stamp, registration,  documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section5(b).

"Terminated Transaction" means with respect to any Early Termination Date (a) if
resulting  from a  Termination  Event,  all  Affected  Transactions  and  (b) if
resulting from a Event of Default,  all  Transactions (in either case) in effect
immediately  before  the  effectiveness  of the  notice  designating  that Early
Termination  Date (or, if "Automatic  Early  Termination"  applies,  immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination  Currency,  such Termination  Currency amount and, in respect of
any amount  denominated  in a  currency  other  than the  Termination  Currency)
(the"Other Currency"),  the amount in the Termination Currency determined by the
party  making the  relevant  determination  as being  required to purchase  such
amount of such Other Currency as at the relevant Early  Termination Date, or, if
the relevant Market  Quotation or Loss (as the case may be), is determined as of
a latter date, that later date, with the Termination  Currency at the rate equal
to the spot exchange rate of the foreign  exchange  agent  (selected as provided
below) for the purchase of such Other Currency with the Termination  Currency at
or about  11:00  a.m.  (in the  city in which  such  foreign  exchange  agent is
located) on such date as would be customary for the determination of such a rate
for the  purchase  of such  Other  Currency  for  value  on the  relevant  Early
Termination  Date or that later date.  The foreign  exchange agent will, if only
one party is obliged to make a determination  under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality,  a Tax Event or a Tax Event Upon Merger
or, if specified to be  applicable,  a Credit Event Upon Merger or an Additional
Termination Event.

"Termination  Rate" means a rate per annum equal to the  arithmetic  mean of the
cost (without  proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

                                       17


<PAGE>




"Unpaid Amounts" owing to any party means,  with respect to an Early Termination
Date,  the  aggregate  of (a) in respect  of all  Terminated  Transactions,  the
amounts that became  payable (or that would have become  payable but for Section
2(a)(iii)  to such  party  under  Section  2(a)(i)  on or  prior  to such  Early
Termination  Date and which remain unpaid as at such Early  Termination Date and
(b) in respect of each Terminated  Transaction for each obligation under Section
2(a)(i) which was (or would have been but for Section  2(a)(iii)  required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market  value of that which was (or would have been ) required to be
delivered  as of the  originally  scheduled  date  for  delivery,  in each  case
together with (to the extent  permitted under  applicable law) interest,  in the
currency  of such  amounts,  from  (and  including)  the date  such  amounts  or
obligations  were or would have been  required to have been paid or performed to
(but  excluding)  such Early  Termination  Date, at the  Applicable  Rate.  Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed.  The fair market value of any obligation referred
to in clause (b) above shall be  reasonably  determined  by the party obliged to
make the  determination  under Section 6(e) or, if each party is so obliged,  it
shall be the average of the Termination  Currency Equivalents of the fair market
values reasonably determined by both parties.

IN WITNESS  WHEREOF the parties have executed  this  document on the  respective
dates  specified  below with effect from the date specified on the first page of
this document.

Bank of America, N.A.                             ITEC Attractions, Inc.
----------------------                             ----------------------
   (Name of Party)                                    (Name of Party)

By: ____________________                           By: /s/Paul E. Rasmussen
Name: Roger H. Heintzelman                         Name: Paul E. Rasmussen

Title:   Vice President                            Title:   President

Date:                                              Date:   6-28-00


























                                       18


<PAGE>





(Multicurrency-Cross Border)


                                      ISDA

                  International Swap Dealers Association, Inc.

                                    SCHEDULE
                                     to the
                                Master Agreement

                            dated as of June 26, 2000

between    BANK OF AMERICAN, N.A.         and             ITEC ATTRACTIONS, INC.

                  ("Party A")                               ("Party B")

                         PART 1: Termination Provisions

(a)      "Credit  Agreement" means the Amended and Restated Term Note and Credit
         Agreement dated June 30, 2000, between ITEC Attractions,  Inc. and Bank
         of American, N.A., as amended, modified, restated or replaced from time
         to time with consent of Party A.
<TABLE>

(b)      "Specified Entity" means in relation to Party A for the purpose of:

<S>                                                                             <C>
         Section 5(a)(v) (default under Specified Transaction),                 none;

         Section 5(a)(vi) (Cross Default),                                      none;

         Section 5(a)(vii) (Bankruptcy),                                        none; and

         Section5(b)(iv) (Credit Event Upon Merger),                            none;

         in relation to Party B for the purpose of:

         Section 5(a)(v) (default under Specified Transaction),                 any Affiliate of Party B;

         Section 5(a)(vi) (Cross Default),                                      any Affiliate of Party B;

         Section 5(a)(vii) (Bankruptcy),                                        any Affiliate of Party B; and

         Section5(b)(iv) (Credit Event Upon Merger),                            any Affiliate of Party B.
</TABLE>

(c)      "Specified Transaction" will have the meaning specified in Section 14.


                                        1

<PAGE>





(d)      The "Cross-Default" provisions of Section 5(a)(vi) (as amended in Part
         5(i)).

         will apply to Party A and
         will apply to Party B.

         In connection  therewith,  "Specified  Indebtedness"  will not have the
         meaning  specified in Section 14, and such definition shall be replaced
         by the following:  "any  obligation in respect of the payment of moneys
         (whether  present or future,  contingent or otherwise,  as principal or
         surety  or  otherwise),   except  that  such  term  shall  not  include
         obligations in respect of deposits received in the ordinary course of a
         party's banking business."

         "Threshold  Amount"  means with  respect to Party A an amount  equal to
         three percent (3%) of Party A's  Shareholders'  Equity and with respect
         to Party B, $10,000.

         With  respect to Party B, any  default  (howsoever  defined)  under the
         Credit Agreement shall be an Event of Default under this Agreement.

         "Shareholders'  Equity"  means with respect to an entity,  at any time,
         the  sum  (as  shown  in  the  most  recent  annual  audited  financial
         statements  of  such  entity)  of  (i)  its  capital  stock  (including
         preferred  stock)  outstanding,  taken at par value,  (ii) its  capital
         surplus and (iii) its retained  earnings,  minus (iv)  treasury  stock,
         each to be determined in accordance with generally accepted  accounting
         principles.

(e)      The "Credit Event Upon Merger" provision of Section 5(b)(iv)

                  will apply to Party A
                  will apply to Party B.

(f)      The "Automatic Early Termination: provision of Section 6(a)

                  will not apply to Party A
                  will not apply to Party B.

(g)      Payments on Early Termination.  For the purpose of Section 6(e)

                  (i)       Loss will apply.

                  (ii)     The Second Method will apply.

(h)      "Termination Currency" means United States Dollars.

         "Additional Termination Event" Additional Termination Event will apply.
         The following event shall constitute an Additional  Termination  Event,
         with respect to which Party B shall be the Affected Party.

                  if Party A ceases to be a party to the Credit Agreement.

                           PART 2: Tax Representations

(a)      Payer Tax  Representations.  For the  purpose of  Section  3(e) of this
         Agreement, Party A and Party B will make the following representation:


                                        2

<PAGE>



         It is not required by any  applicable  law, as modified by the practice
         of  any  relevant   governmental  revenue  authority  of  any  Relevant
         Jurisdiction  ot make any deduction or withholding for or on account of
         any Tax from any  payment  (other than  interest  under  Section  2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
         under this Agreement. In making this representation, it may rely on (x)
         the accuracy of any representations made by the other party pursuant to
         Section 3 (f) of this Agreement,  (y) the satisfaction of the agreement
         contained in Section  4(a)(i) or 4(a) (iii) of this  Agreement  and the
         accuracy and  effectiveness of any document provided by the other party
         pursuant to Section  4(a)(i) or 4(a)(iii) of this Agreement and (z) the
         satisfaction  of the agreement of the other party  contained in Section
         4(d) of this Agreement,  provided that it shall not be a breach of this
         representation  where  reliance  is placed on clause  (y) and the other
         party does not deliver a form or document  under  Section  4(a)(iii) by
         reason of material prejudice to its legal or commercial position.

(b)      Payee Tax  Representations.  For the  purpose of  Section  3(f) of this
         Agreement,  Party A and Party B will make the following representations
         specified below, if any:

                  (i)      The following representations will apply to Party A:

                  Party A is a national banking association created or organized
                  under the laws of the United States of America and the federal
                  taxpayer identification number is 94-1687665.

                  (ii)     The following representations will apply to Party B:

                  Party B is a corporation  created or organized  under the laws
                  of the State of Nevada and the federal taxpayer identification
                  number is 66-0426648.

                                      PART 3: Agreement to Deliver Documents

For the purpose of Section 4(a)(i) and (ii) of this Agreement,  eac party agrees
to deliver the following documents:

(a)      Tax forms, documents or certificates to be delivered are:
<TABLE>
<CAPTION>

         Party             Form/Document/Certificate                   Date by which to be delivered
         required to
         deliver
         document
         ---------         -----------------------                     -------------------------

<S>                        <C>                                         <C>
         Party A and       Any form, document or                       Upon request
         Party B           certificate as may be
                           Requested pursuant to
                           Section 4(a)(iii) of this
                           Agreement

</TABLE>


                                        3

<PAGE>


(b)      Other documents to be delivered are:
<TABLE>
<CAPTION>

Party                                                                   Date by                                       Covered by
required to                                                             which to be                                   Section2(d)
deliver                                                                 delivered                                     Representation
document
------------------                                                      ---------------------                         --------------

<S>                     <C>                                             <C>                                             <C>
Party B                 Annual  Report  of  Party  B and  of any        As soon as  available  and in any  event        Yes
                        Credit    Support    Provider    thereof        within  120 days  after  the end of each
                        containing     audited,     consolidated        fiscal year of Party B and of the Credit
                        financial    statements   certified   by        Support Provider.
                        independent certified public accountants
                        and   prepared   in   accordance    with
                        generally accepted accounting principles
                        in the  country  in which such party and
                        such   Credit   Support    Provider   is
                        organized



Party B                 Quarterly Financial  Statements of Party        As soon as  available  and in any  event        Yes
                        B  and  any  Credit   Support   Provider        within  90  days  after  the end of each
                        thereof      containing       unaudited,        fiscal  quarter  of  Party  B and of the
                        consolidated   financial  statements  of        Credit Support Provider.
                        such party's fiscal quarter  prepared in
                        accordance   with   generally   accepted
                        accounting  principles in the country in
                        which such party and such Credit Support
                        Provider is organized.




Party A and             Certified   copies   of  all   corporate        Upon  execution  and  delivery  of  this        Yes
Party B                 authorizations  and any other  documents        Agreement.
                        with respect to the execution,  delivery
                        and  performance  of this  Agreement and
                        any Credit Support Document.



Party A and             Certificate  of  authority  and specimen        Upon  execution  and  delivery  of  this        Yes
Party B                 signatures of individuals executing this        Agreement and thereafter upon request of
Form/Document/          Agreement  and Credit  Support  Document        the other party.
Certificate             and Confirmations.


------------------------
</TABLE>

                                       4

<PAGE>




                              PART 4: Miscellaneous

(a)      Address for Notices.For the purpose of Section 12(a) of this agreement:

         Address for notice or communications to Party A:

         Bank of America, N.A.
         Sears Tower
         233 South Wacker Drive, Suite 2800
         Chicago, IL 60606
         Attention: Swap Operations
         Telex No.: 49663210 Answer back: NATIONSBANK CHA
         Reuters Dealing Code: NBCH

         with a copy to:

         Bank of America, N.A.
         100 N. Tryon St., NC1-007-12-01
         Charlotte, North Carolina 28255
         Attention: Capital Markets Documentation
         (Telex No.: 9663210; Answerback: NATIONSBK CHA)
         Facsimile No.: 704-386-4113

         Address for financial statements to Party A:

         Bank of American N.C.
         2940 S. Glenstone Ave.
         Springfield, MO 65804
         Attention: Chris A. Harville
         Telephone No.: 417-227-4124
         Facsimile No.: 417-227-6159

         Address for Notice or communications to Party B:

         ITEC Attractions, Inc.
         3562 Shepherd of the Hills Expressway
         Branson, MO 65616
         Attention: Paul Rasmussen
         Telephone No.: 417-335-3533
         Facsimile No.: 417-336-5348

(b)      Process Agent.  For the purpose of Section 13(c).

         Party A appoints as its Process Agent: Not applicable.

         Party B appoints as its Process Agent: Not applicable.

(c)      Offices.  The provisions of Section 10(a) will apply to this Agreement.


                                        5

<PAGE>


(d)      Multibranch Party.  For the purpose of Section 10 of this Agreement:

         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party.

(e)      Calculation Agent.  The Calculation Agent is Party A.

(f)      Credit Support Document.  Details of any Credit Support Document:

         Each



Each of the following, as amended,  supplemented,  modified,  renewed, replaced,
consolidated,  substituted  or extended from time to time, is a "Credit  Support
Document":

In relation to Party B, the Security  Agreement,  dated July 30,  1993,  between
International  Tourist  Entertainment  Corporation  (predecessor to Party B) and
Boatman's Bank of Southern Missouri (Predecessor to Party A), Future Advance and
Future  Obligation  Leasehold  Deed  of  Trust  dated  July  30,  1993,  between
International  Tourist  Entertainment  Corporation  (predecessor to Party B) and
Boatman's Bank of Southern Missouri  (Predecessor to Party A) and Leasehold Deed
of Trust, Assignment of Rents and Leases and Security Agreement,  dated March 9,
1998, between International Tourist  Entertainment  Corporation  (predecessor to
Party B) and Nations Bank, N.A. (predecessor to Party A).

Party B agrees that the  security  interests in  collateral  grante4d to Party A
under the foregoing  Credit Support  Documents  shall secure the  obligations of
Party B to Party A under this Agreement.

(g) Credit Support Provider.

Credit Support Provider means in relation to Party A:  Not Applicable

Credit Support Provider means in relation to Party B:  Not Applicable

(h)  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
accordance  with the laws of the  State of New York  (without  reference  to its
conflict of laws doctrine).

(i)  Netting of  Payments.  All  amounts  payable on the same date,  in the same
currency and in respect of the same  Transaction  shall be netted in  accordance
with  Section  2(c)  of this  Agreement.  The  election  contained  in the  last
paragraph of Section 2(c) of this Agreement  shall not apply for the purposes of
this Agreement.

(j) "Affiliate" will have the meaning specified in Section 14 of this Agreement.

                            Part 5: Other Provisions

(a) Set-off.  Any amount (the "Early  Termination  Amount") payable to one party
(the Payee) by the other party (the Payer) under Section 6(e), in  circumstances
where  there is a  Defaulting  Party or one  Affected  Party in the case where a
Termination  Event under  Section  5(b)(iv) or (v) has  occurred,  will,  at the
option of the party ("X") other than the Defaulting  Party or the Affected Party
(and without prior notice to the  Defaulting  Party or the Affected  Party),  be
reduced by its set-off  against any  amount(s)  (the "Other  Agreement  Amount")
payable (whether at such time or


                                        6


<PAGE>


in the future or upon the occurrence of a contingency) by the Payee to the Payer
(irrespective  of the  currency,  place of  payment  or  booking  office  of the
obligation)  under any  other  agreement(s)  between  the Payee and the Payer or
instrument(s) or undertaking(s)  issued or executed by one party to, or in favor
of, the other party (and the Other Agreement Amount will be discharged  promptly
and in all respects to the extent it is so  set-off).  X will give notice to the
other party of any set-off effected under this Part 5(a).

For this purpose,  either the Early  Termination  Amount or the Other  Agreement
Amount (or the relevant  portion of such amounts) may be converted by X into the
currency in which the other is denominated at the rate of exchange at which such
party  would be able,  acting  in a  reasonable  manner  and in good  faith,  to
purchase the relevant amount of such currency.

If an obligation is unascertained,  X may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting
to the other when the obligation is ascertained.

Nothing  in this  Part  5(a)  shall be  effective  to  create a charge  or other
security interest.  This Part 5(a) shall be without prejudice and in addition to
any right of set-off,  combination of accounts, lien or other right to which any
party is at any time otherwise  entitled  (whether by operation of law, contract
or otherwise).

(b) Delivery of  Confirmations.  For each  Transaction  entered into  hereunder,
Party  A  shall  promptly  send  to  Party  B  a   Confirmation   via  facsimile
transmission.  Party B agrees to respond to such  Confirmation  within (2) Local
Business Days, either confirming agreement thereto or requesting a correction of
any error(s) contained therein.  Failure by Party A to send a Confirmation or of
Party B to  respond  within  such  period  shall  not  affect  the  validity  or
enforceability  of such  Transaction.  Absent manifest  error,  there shall be a
presumption  that the terms contained in such  Confirmation are the terms of the
Transaction.

(c) Recording of  Conversations.  Each party to this Agreement  acknowledges and
agrees to the tape  recording of  conversations  between  trading and  marketing
personnel  of the parties to this  Agreement  whether by one or other or both of
the parties or their agents,  and that any such tape recordings may be submitted
in evidence in any Proceedings relating to the Agreement.

(d) Furnishing  Specified  Information.  Section  4(a)(iii) is hereby amended by
inserting  "promptly  upon the earlier of (i)" in lieu of the word "upon" at the
beginning  thereof and inserting  "or (ii) such party  learning that the form or
document is required" before the word "any" on the first line thereof.

(e)  Notice  by  Facsimile  Transmission.  Section  12(a) is hereby  amended  by
inserting he words  "2(b),"  between the word  "Section"  and the number "5" and
inserting the words "or 13(c)"  between the number "6" and the word "may" in the
second line thereof.

(f) Section 3(a) of this  Agreement is amended by (i) deleting the word "and" at
the end of clause  (iv);  (ii)  deleting the period at the end of clause (v) and
inserting  therein "; and";  and (iii) by  inserting  the  following  additional
representation:

         "(vi) Eligible Swap  Participant.  It is an `eligible swap participant'
         as defined  under the  regulations  of the  Commodity  Futures  Trading
         Commission, currently at 17CFR Section 35.1(b)(2)."

                                       7


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(g)  Section 3 is  revised  so as to add the  following  Section  (g) at the end
thereof:

         "(g) Relationship  Between Parties.  Each party represents to the other
         party and will be deemed to represent to the other party on the date on
         which it enters into a  Transaction  that  (absent a written  agreement
         between the parties that expressly imposes  affirmative  obligations to
         the contrary for that Trasnaction):-

                  (i) Non Reliance. It is acting for its own account, and it has
                  made  its  own  independent   decisions  to  enter  into  that
                  Transaction and as to whether that  Transaction is appropriate
                  or proper for it based upon its own  judgment  and upon advice
                  from  such  advisors  as it has  deemed  necessary.  It is not
                  relying on any  communication  (written  or oral) of the other
                  party as  investment  advice or as a  recommendation  to enter
                  into that  Transaction;  it being  understood that information
                  and  explanations  related  to the terms and  conditions  of a
                  Transaction  shall not be  considered  investment  advice or a
                  recommendation to enter into that Transaction.  Further,  such
                  party has not received  from the other party any  assurance or
                  guarantee as to the expected results of that Transaction.

                  (ii) Evaluation and Understanding. It is capable of evaluating
                  and  understanding  (on its own behalf or through  independent
                  professional  advice), and understands and accepts, the terms,
                  conditions and risks of that  Transaction.  It is also capable
                  of assuming,  and assumes,  the  financial  and other risks of
                  that Transaction.

                  (iii)  Status of Parties.  The other party is not acting as an
                  agent,  fiduciary  or  advisor  for  it  in  respect  of  that
                  Transaction."

(h) Waiver of Right to Trial by Jury. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY
AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(i) Cross Default.  Section  5(a)(vi) of this Agreement is hereby amended adding
the following after the semicolon at the end thereof:

                  "provided,  however,  that  notwithstanding the foregoing (but
                  subject to any provision to the contrary contained in any such
                  agreement or instrument),  an Event of Default shall not occur
                  under either (1) or (2) above if the default, event of default
                  or other similar  condition or event referred to in (1) or the
                  failure to pay referred to in (2) is caused not (even in part)
                  by the  unavailability  of funds but is caused solely due to a
                  technical  or  administrative  error  which has been  remedied
                  within three Local  Business Days after notice of such failure
                  is given to the party."

(j)  Incorporation  by Reference of Terms of Credit  Agreement.  The convenants,
terms and provisions of, including all representations and warranties of Party B
contained  in the  Credit  Agreement,  as in  effect  as of  the  date  of  this
Agreement,  are hereby  incorporated  by  reference  in, and made part of,  this
Agreement to the same extent as if such  covenants,  terms,  and provisions were
set  forth in full  herein.  Party B  hereby  agrees  that,  during  the  period
commencing  with the date of this Agreement  through and including such deate on
which all of Party B's obligations

                                        8


<PAGE>


under this Agreement are fully performed,  Party B wil (a) observe, perform, and
fulfill each and every such covenant, term, and provision applicable to Party B,
as such covenants, terms, and provisions, may be amended from time to time after
the date of this  Agreement with the consent of Party A and (b) deliver to Party
A at the  address  for  notices  to  Party A  provided  in  Part 4 each  notice,
document, certificate or other writing as Party B is obligated to furnish to any
other  party  to  the  Credit  Agreement.  In the  event  the  Credit  Agreement
terminates or becomes no longer  binding on Party B prior to the  termination of
this  Agreement,  such  covenants,  terms,  and  provisions  (other  than  those
requiring  payments in respect of amounts owed under the Credit  Agreement) will
remain in force and effect for purposes of this Agreement as though set forth in
full  herein  until the date on which all of Party B's  obligations  under  this
Agreement are fully performed, and this Agreement is terminated.


Accepted and agreed:

BANK OF AMERICA, N.A.                             ITEC ATTRACTIONS, INC.

By: ____________________                          By: /s/Paul E. Rasmussen
Name:  Roger H. Heintzelman                       Name:    Paul E. Rasmussen
Title:    Vice President                          Title:   President