Exhibit 10.1






                       STOCK AND ASSET PURCHASE AGREEMENT


                                     AMONG

                               KOALA CORPORATION

                                      AND

                               THE SHAREHOLDERS OF

                              SCS INTERACTIVE, INC.

                                       AND

                                   RICK BRIGGS


                                  March 1, 2000

<PAGE>
                       STOCK AND ASSET PURCHASE AGREEMENT

         Agreement entered into on March 1, 2000 by and among Koala Corporation,
a Colorado  corporation  (the  "Buyer"),  and Rick Briggs as trustee of the Rick
Briggs 1998 Trust under  Declaration of Trust dated July 23, 1998,  Fred Frantz,
Richard Chaix, Richard Schuder, Diane Schuder, Shelly Katz, Tom Mallonee,  Louis
Camarata, Maureen Lochtefeld, Mark Weston, Denise Weston, Brendan Cuddihee, Mark
Aragona,  Scott  Campbell,  Carin Brown and Lynda  Reynolds  (collectively,  the
"Target  Shareholders") and Rick Briggs (together with the Target  Shareholders,
the "Sellers"). The Buyer and the Sellers are referred to collectively herein as
the "Parties."

                                    RECITALS
                                    --------

         The Target  Shareholders  in the aggregate  own all of the  outstanding
capital stock of SCS Interactive, Inc., an Oregon corporation (the "Target").

         Rick  Briggs  owns  certain of the  intellectual  property  used by the
Target.

         Buyer  will  purchase  from the  Target  Shareholders,  and the  Target
Shareholders will sell to the Buyer, all of the outstanding capital stock of the
Target and Buyer will  purchase  from Rick Briggs,  and Rick Briggs will sell to
Buyer or Target,  the Briggs IP, (as  defined  below) in return for cash and the
Buyer Shares.

                                    AGREEMENT
                                    ---------

         Now,  therefore,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained, the Parties agree as follows.

                                    ARTICLE I

                                  DEFINITIONS.
                                  ------------

         "Accredited  Investor"  has the  meaning  set  forth  in  Regulation  D
promulgated under the Securities Act.

         "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  Taxes, liens, losses,  expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.

         "Affiliate"  has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "Affiliated  Group"  means any  affiliated  group within the meaning of
Code Section  1504(a) or any similar group defined under a similar  provision of
state, local or foreign law.

         "Basis"  means  any  past or  present  fact,  situation,  circumstance,
status,  condition,  activity,  practice,  plan,  occurrence,  event,  incident,
action,  failure to act, or  transaction  that forms or could form the basis for
any specified consequence.

         "Briggs IP" means the  Intellectual  Property listed on Section 4.12(c)
of the Disclosure Schedule.

         "Buyer" has the meaning set forth in the preface above.

         "Buyer Shares" has the meaning set forth in Section 2.2(c) below.

         "Closing" has the meaning set forth in Section 2.3 below.

         "Closing Date" has the meaning set forth in Section 2.3 below.

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         "Code" means the Internal Revenue Code of 1986, as amended.

         "COBRA"  means the  requirements  of Part 6 of Subtitle B of Title I of
ERISA and Code Section 4980B.

         "Confidential   Information"  means  any  information   concerning  the
businesses and affairs of the Target that is not already generally  available to
the public.

         "Controlled Group" has the meaning set forth in Code Section 1563.

         "Deferred  Intercompany  Transaction"  has the  meaning  set  forth  in
Treasury Regulation Section 1.1502-13.

         "Disclosure Schedule" has the meaning set forth in Section 4 below.

         "EBITDA"  means  net  income  of the  Target  before  interest,  taxes,
depreciation,  and  amortization  of acquisition  intangibles  determined on the
basis of GAAP by Buyer's  independent  certified public  accountants in a manner
that is materially  consistent with the preparation of the Financial  Statements
(including,  without  limitation,  an  allocation  for  overhead  that  does not
materially  exceed the Target's  historical levels as a percentage of sales). No
deduction shall be taken for payments for or in payments to Buyer's  independent
certified  public  accountants or legal expenses made after the Closing  between
Target, Buyer or their affiliates.

         "Employee  Benefit  Plan" means any  employee  benefit plan (within the
meaning  of  Section  (3) of  ERISA,  written  or  oral,  severance  pay plan or
agreement,  employer  relations policy (or practice,  agreement or arrangement),
agreements  with  respect to leased or  temporary  employees,  vacation  plan or
arrangements,  sick pay plan,  stock  purchase plan,  stock option plan,  fringe
benefit plan, incentive plan, bonus plan, cafeteria or flexible spending account
plan, and any deferred compensation agreement (or plan, program, or arrangement)
covering  any  present  or former  employee  of the  Target  and which is, or at
anytime,  sponsored or maintained by (or to which contributions are, were, or at
anytime were required to have been made by) the Target or any other organization
which is a member of a Controlled Group of organizations)  within the meaning of
Code Section 414(b), (c), (m), or, (o), of which the Target is a member.

         "Employee  Pension  Benefit  Plan" has the  meaning  set forth in ERISA
Section 3(2).

         "Employee  Welfare  Benefit  Plan" has the  meaning  set forth in ERISA
Section 3(1).

         "Environmental,   Health,  and  Safety  Requirements"  shall  mean  all
federal,  state, local and foreign statutes,  regulations,  ordinances and other
provisions  having the force or effect of law, all  judicial and  administrative
orders  and  determinations,  all  contractual  obligations  and all  common law
concerning public health and safety,  worker health and safety, and pollution or
protection of the environment,  including without  limitation all those relating
to  the  presence,  use,  production,   generation,  handling,   transportation,
treatment,  storage,  disposal,  distribution,  labeling,  testing,  processing,
discharge,  release,  threatened  release,  control, or cleanup of any hazardous
materials,  substances or wastes,  chemical substances or mixtures,  pesticides,
pollutants,  contaminants,  toxic chemicals,  petroleum  products or byproducts,
asbestos, lead paint,  polychlorinated  biphenyls,  noise or radiation,  each as
amended and as now or hereafter in effect.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

         "ERISA  Affiliate"  means  each  entity  which is  treated  as a single
employer with Seller for purposes of Code Section 414.

         "Fiduciary" has the meaning set forth in ERISA Section 3(21).

         "Financial Statement" has the meaning set forth in Section 4.6 below.

         "GAAP" means United States generally accepted accounting  principles as
in effect from time to time.

         "Indemnified Party" has the meaning set forth in Section 6.4 below.

                                       2
<PAGE>
         "Indemnifying Party" has the meaning set forth in Section 6.4 below.

         "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable  and  whether or not reduced to  practice),  all  improvements  and
modifications  thereto, and all patents,  patent applications,  patent invention
disclosures,   together  with  all  reissuances,   divisionals,   continuations,
continuations-in-part, revisions, extensions, and reexaminations and any pending
or  issued  foreign  patents,  including  those  filed  pursuant  to the  Patent
Cooperation Treaty, (b) all trademarks, service marks, trade dress, logos, trade
names,  and  corporate  names,  together  with  all  translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith   registrations,   and  renewals  in  connection  therewith,  (c)  all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).

         "Knowledge" means actual knowledge after reasonable investigation.

         "Liability"  means any  liability  (whether  known or unknown,  whether
asserted or  unasserted,  whether  absolute or  contingent,  whether  accrued or
unaccrued,  whether  liquidated  or  unliquidated,  and whether due or to become
due), including any liability for Taxes.

         "Most Recent  Balance Sheet" means the balance sheet  contained  within
the Most Recent Financial Statements.

         "Most Recent Financial Statements" has the meaning set forth in Section
4.6 below.

         "Most Recent Fiscal Month End" has the meaning set forth in Section 4.6
below.

         "Most Recent  Fiscal Year End" has the meaning set forth in Section 4.6
below.

         "Multiemployer Plan" has the meaning set forth in ERISA Section 3(37).

         "Note  Balances"  means all  outstanding  amounts at the  Closing  Date
(including, without limitation, principal, interest and late fees) due under the
following:  (a)  promissory  note dated  August 22,  1996 to Western  Bank (loan
9002);  (b) promissory  note dated  November 10, 1998 to Washington  Mutual Bank
doing  business as Western Bank (loan 9004);  (c)  promissory  note dated May 7,
1999 to Washington  Mutual Bank doing business as Western Bank (loan 0301);  (d)
promissory note dated January 12, 2000, to Washington Mutual Bank doing business
as Western Bank (loan 9005).

         "Ordinary  Course of Business"  means the  ordinary  course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "Party" has the meaning set forth in the preface above.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Person"  means  an  individual,  a  partnership,  a  corporation,   an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

         "Prohibited Transaction" has the meaning set forth in ERISA Section 406
and Code Section 4975.

         "Purchase Price" has the meaning set forth in Section 2.2 below.

         "Reportable Event" has the meaning set forth in ERISA Section 4043.

         "Requisite Sellers" means Sellers holding a majority in interest of the
Target Shares as set forth in Section 4.2 of the Disclosure Schedule.

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<PAGE>
         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security  Interest"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other security  interest,  other than (a) mechanic's,  materialmen's,
and similar  liens,  (b) liens for Taxes not yet due and  payable,  (c) purchase
money liens and liens securing rental payments under capital lease arrangements,
and (d) other liens arising in the Ordinary  Course of Business and not incurred
in connection with the borrowing of money.

         "Seller" has the meaning set forth in the preface above.

         "Subsidiary"  means any  corporation  with respect to which a specified
Person (or a Subsidiary  thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient  securities to elect a majority
of the directors.

         "Target" has the meaning set forth in the preface above.

         "Target  Share" means any share of the Common  Stock,  no par value per
share, of the Target.

         "Tax"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium,  windfall  profits,  environmental  (including taxes under Code Section
59A), customs duties, capital stock,  franchise,  profits,  withholding,  social
security  (or  similar),  unemployment,   disability,  real  property,  personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

         "Tax Return" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto, and including any amendment thereof.

         "Third Party Claim" has the meaning set forth in Section 6.4 below.

                                   ARTICLE II

                       Purchase and Sale of Target Shares
                       ----------------------------------

         Section  2.1.  Basic  Transaction.  On and  subject  to the  terms  and
conditions  of this  Agreement,  the Buyer  agrees to purchase  from each of the
Target  Shareholders,  and each of the Target Shareholders agrees to sell to the
Buyer,  all of his or its Target  Shares and Buyer agrees to purchase  from Rick
Briggs,  and Rick Briggs agrees to sell to the Buyer, the Briggs IP, all for the
consideration specified below in this Section 2.

         Section 2.2.   Purchase Price. The Buyer agrees to pay or  cause  to be
paid to the Sellers at the Closing $25,292,000, subject to the adjustments below
(the "Purchase Price"), by delivery of:


                  (a) Cash in the amount of (w) $19,234,000  less the sum of (x)
         the Note  Balances,  to be paid to the  Sellers in the  proportion  set
         forth in Section 2.2 of the  Disclosure  Schedule and (y) the estimated
         Distribution  Withholding  Taxes  (pursuant  to  Section  2.4)  and (z)
         $800,000,  which  represents  amounts  to be paid at the  direction  of
         RECreation & Entertainment Consultants, Inc.;

                  (b)  Subject to  reduction  pursuant  to Section  6.6  hereof,
         $1,000,000  plus  any  interest  at  the  rate  of 5%  per  annum  (the
         "Holdback") to be paid to the Sellers on March 1, 2002 as instructed by
         Sellers.

                  (c) Shares of Common Stock of Buyer (the "Koala Common Stock")
         to the  Sellers  (the  "Buyer  Shares")  equal in number to  $5,058,000
         divided by the average  daily  closing sale price of Koala Common Stock
         on the Nasdaq  National  Market  for the 30  trading  days prior to the
         Closing Date to be issued to the Sellers in the proportion set forth in
         Section  2.2 of the  Disclosure  Schedule.  The Buyer  Shares

                                       4
<PAGE>
         shall be issued  within 15 business days  of the first  anniversary  of
         the Closing Date or with respect  to Tom  Mallonee,  within 15 business
         days of the Closing Date.  The  Sellers agree that the Buyer Shares may
         not be sold, exchanged or otherwise  transferred for two (2) years from
         the Closing Date  and that the  certificates  representing  such shares
         shall bear a legend to that effect; and

                  (d)  Subject  to  Section  6.7,  Buyer  shall pay  Sellers  an
         additional  amount  based on EBITDA  for the  Target  for the  12-month
         period ended  September 30, 2001 ("2001  EBITDA"),  the 12-month period
         ended  September 30, 2000 ("2000  EBITDA") and for the 12-month  period
         ended September 30, 1999 ("1999 EBITDA") as follows:

                       (i)  On or before March 1, 2002,  Buyer shall pay Sellers
                  in the proportion set forth in Section  2.2 of the  Disclosure
                  Schedule an amount equal to the product of  (x) 50%  times (y)
                  2000 EBITDA minus the sum of (a) 1999 EBITDA plus (b) $500,000
                 (which  represents  management  bonuses paid in 1999);

                       (ii) On or before March 1, 2002, Buyer shall pay  Sellers
                  in the  proportion  set forth in  ection 2.2 of the Disclosure
                  Schedule an amount  equal to the  product of (x) 50% times (y)
                  2001 EBITDA minus 2000 EBITDA.

         Section 2.3.  The Closing. The closing of the transactions contemplated
by this Agreement  (the  "Closing")  shall take place at the offices of Faegre &
Benson LLP,  370 17th Street,  Denver,  Colorado 80202,  commencing at 1:00 p.m.
local time on March 1, 2000.

         Section 2.4.  Deliveries at the Closing. At the Closing


                  (a)  the Sellers will deliver to the Buyer:

                            (i)   a certificate from each Seller stating (a) the
                  representations  and  warranties set forth in Section 3.1  and
                  Section  4 are  true  and  correct  in all  material  respects
                  at and as of the Closing Date, (b) the Sellers have  performed
                  and complied with  all  of  their  covenants  hereunder in all
                  material  respects  through the  Closing,  and (c) the  Target
                  has procured all of  the  third  party  consents  necessary to
                  consummate the transaction contemplated hereby;

                            (ii)  stock  certificates  representing  all  of the
                  Target  Shares,   endorsed  in  blank  or  accompanied by duly
                  executed assignment documents;

                            (iii) an  opinion  of  counsel in form and substance
                  as set forth in Exhibit A attached  hereto,  addressed  to the
                  Buyer, and dated as of the Closing Date;

                            (iv)  the resignations, effective as of the Closing,
                  of each director and officer of the Target  other  than  those
                  whom  the  Buyer shall  have specified  prior  to the Closing;

                            (v)   an   executed   assignment   and   assumption
                  agreement among Target,  PowerPlay  Development,  LLC  and Six
                  Flags, Inc., in form and substance acceptable to Buyer;

                            (vi)  evidence  that  all  liens  on Target's assets
                  have been released;

                            (vii) evidence  that all stock  options and warrants
                  issued by Target have been cancelled or exercised and that the
                  plan has been terminated;

                            (viii)an executed termination  agreement relating to
                  the shareholders  agreement among  the Target Shareholders and
                  the Target; and

                            (ix)  a patent assignment  effective to  convey  the
                  Briggs IP to the  Buyer,  executed  by  Rick  Briggs  or other
                  appropriate  person, in form and substance  attached hereto as
                  Exhibit C.

                  (b)      The Buyer will deliver to the Sellers:

                                       5
<PAGE>
                            (i)   a certificate from the Buyer  stating (a)  the
                  representations  and warranties set  forth in  Section 3.2 are
                  true and correct in all  material   respects  at and as of the
                  Closing  Date,  and (b) the Buyer has  performed  and complied
                  with all of its covenants  hereunder  in all material respects
                  through the Closing;

                            (ii)  the consideration  specified in  Section  2.2
                  above  (other  than  Sections  2.2(b),  2.2(d)  and  2.2(e));
                  provided,  however,  that  Buyer  shall   deliver  the   stock
                  certificates   representing    the  Buyer  Shares   within  15
                  business days the first anniversary of the Closing; and

                            (iii) an opinion of counsel in form and substance as
                  set forth  in  Exhibit B attached  hereto,  addressed  to  the
                  Sellers, and dated as of the Closing Date.

         Section 2.5.  Further  Assistance.  Each Seller shall,  at any time and
from time to time after the Closing Date, upon the request of Buyer do, execute,
acknowledge  and  deliver,  or  cause  to be done,  executed,  acknowledged  and
delivered, all such further acts, deeds, assignments, transfers, conveyances and
assurances as may be reasonably required for the better assigning, transferring,
granting,  conveying,  assuring and confirming to the Buyer or to its successors
and assigns, the Target Stock and the Briggs IP.

                                   ARTICLE III

            Representations and Warranties Concerning the Transaction
            ---------------------------------------------------------

         Section 3.1.  Representations  and Warranties  of the Sellers.  Each of
the Sellers represents and warrants to the Buyer that  the  statements contained
in this Section 3.1 are correct and complete as of the date of this Agreement.

                  (a)  Organization of  Certain  Sellers.  If  the Seller  is at
         trust,  the Seller is duly organized,  validly  existing,  and  in good
         standing under the laws of the jurisdiction of its formation.

                  (b)  Authorization  of Transaction.  The Seller has full power
         and authority to execute and deliver this  Agreement and to perform his
         or its obligations hereunder.  This Agreement constitutes the valid and
         legally  binding  obligation of the Seller,  enforceable  in accordance
         with its terms and conditions.  The Seller need not give any notice to,
         make any filing with, or obtain any authorization, consent, or approval
         of any  government or  governmental  agency in order to consummate  the
         transactions contemplated by this Agreement.

                  (c)  Noncontravention.  Neither the execution and the delivery
         of  this  Agreement,   nor  the   consummation   of  the   transactions
         contemplated  hereby,  will  (A)  violate  any  constitution,  statute,
         regulation, rule, injunction,  judgment, order, decree, ruling, charge,
         or other restriction of any government,  governmental  agency, or court
         to which the Seller is subject or, if the Seller is a corporation,  any
         provision  of its charter or bylaws or (B) conflict  with,  result in a
         breach of,  constitute a default under,  result in the acceleration of,
         create  in any party the right to  accelerate,  terminate,  modify,  or
         cancel,  or require any notice under any  agreement,  contract,  lease,
         license,  instrument,  or other  arrangement  to which the  Seller is a
         party or by  which  he or it is  bound  or to  which  any of his or its
         assets is subject.

                  (d)  Brokers' Fees.  The Seller has no Liability or obligation
         to pay any fees or  commissions  to any broker,  finder,  or agent with
         respect to the  transactions  contemplated by  this Agreement for which
         the Buyer could become liable or obligated.

                  (e)  Investment.  The  Seller (A)  understands  that the Buyer
         Shares have not been, and will not be,  registered under the Securities
         Act, or under any state securities laws, and are being offered and sold
         in reliance  upon federal and state  exemptions  for  transactions  not
         involving any public offering, (B) is acquiring the Buyer Shares solely
         for his or its own account for investment purposes, and not with a view
         to the distribution  thereof, (C) is a sophisticated  investor who has,
         either alone or with his purchaser  representative,  such knowledge and
         experience  in business  and  financial  matters  that he is capable of
         evaluating   the  merits  and  risks  of  the  Buyer   Shares  and  the
         transactions  contemplated by this Agreement,  (D) has received certain
         information  concerning the Buyer and has had the opportunity to obtain
         additional  information  as desired in order to evaluate the merits and
         the risks inherent in holding the Buyer Shares, and (E) is able to bear
         the economic  risk and lack of liquidity  inherent in holding the Buyer
         Shares.

                                       6
<PAGE>
                  (f)  Target  Shares.  The  Seller  holds  of  record  and owns
         beneficially  the number of Target  Shares set forth next to his or its
         name in Section 4.2 of the Disclosure  Schedule,  free and clear of any
         restrictions  on  transfer  (other  than  any  restrictions  under  the
         Securities Act and state securities laws),  Taxes,  Security Interests,
         options, warrants, purchase rights, contracts,  commitments,  equities,
         claims, and demands. The Seller is not a party to any option,  warrant,
         purchase  right, or other contract or commitment that could require the
         Seller to sell, transfer,  or otherwise dispose of any capital stock of
         the Target  (other than this  Agreement).  The Seller is not a party to
         any voting  trust,  proxy,  or other  agreement or  understanding  with
         respect to the voting of any capital stock of the Target.

         Section 3.2.  Representations  and  Warranties of the Buyer.  The Buyer
represents  and  warrants to the Sellers that the  statements  contained in this
Section 3.2 are correct and complete as of the date of this  Agreement  and will
be correct  and  complete  as of the  Closing  Date (as though  made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout this Section 3.2), except as set forth in Annex II attached hereto.

                  (a)  Organization  of the  Buyer.  The Buyer is a  corporation
         duly  organized,  validly existing, and in good standing under the laws
         of the jurisdiction of its incorporation.

                  (b)  Authorization of  Transaction.  The Buyer  has full power
         and authority (including full corporate power and authority) to execute
         and deliver this  Agreement and to  perform its obligations  hereunder.
         This Agreement constitutes the valid and legally binding  obligation of
         the Buyer,  enforceable in  accordance  with its terms and  conditions.
         The Buyer need  not  give  any  notice to,  make any  filing  with,  or
         obtain any  authorization,  consent,  or  approval  of  any  government
         or  governmental  agency  in   order  to consummate   the  transactions
         contemplated  by this Agreement.

                  (c)  Noncontravention.  Neither the execution and the delivery
         of  this  Agreement,   nor  the   consummation   of  the   transactions
         contemplated  hereby,  will  (A)  violate  any  constitution,  statute,
         regulation, rule, injunction,  judgment, order, decree, ruling, charge,
         or other restriction of any government,  governmental  agency, or court
         to which the Buyer is subject or any provision of its charter or bylaws
         or (B)  conflict  with,  result in a breach  of,  constitute  a default
         under,  result in the acceleration of, create in any party the right to
         accelerate,  terminate,  modify, or cancel, or require any notice under
         any  agreement,   contract,   lease,  license,   instrument,  or  other
         arrangement to which the Buyer is a party or by which he or it is bound
         or to which any of his or its assets is subject.

                  (d)  Brokers'  Fees.  The Buyer has no Liability or obligation
         to pay any fees or  commissions  to any broker,  finder,  or agent with
         respect to the transactions  contemplated  by this Agreement for  which
         any Seller could become liable or obligated.

                  (e)  Investment.  The Buyer is not acquiring the Target Shares
         with a view to or for sale in connection with any distribution  thereof
         within the meaning of the Securities Act.

                                   ARTICLE IV

              Representations and Warranties Concerning the Target.
              -----------------------------------------------------

         The  Sellers  represent  and  warrant to the Buyer that the  statements
contained  in this  Article IV are correct  and  complete as of the date of this
Agreement,  except  as set forth in the  disclosure  schedule  delivered  by the
Sellers to the Buyer on the date hereof and  initialed by the Buyer and at least
one of the Sellers on behalf of all of the Sellers (the "Disclosure  Schedule").
Nothing in the  Disclosure  Schedule  shall be deemed  adequate  to  disclose an
exception  to a  representation  or warranty  made herein,  however,  unless the
Disclosure  Schedule  identifies the exception and describes the relevant facts.
Without limiting the generality of the foregoing, the mere listing (or inclusion
of a copy) of a document or other item shall not be deemed  adequate to disclose
an  exception  to  a   representation   or  warranty  made  herein  (unless  the
representation or warranty has to do with the existence of the document or other
item  itself).   The   Disclosure   Schedule  will  be  arranged  in  paragraphs
corresponding to the lettered and numbered paragraphs  contained in this Article
IV, provided, however, that exceptions set forth in the Disclosure Schedule will
be  sufficient  for  purposes  of

                                       7
<PAGE>
setting forth an exception to any other subsections of Article IV, provided that
sufficient  detail is provided in the exception to make its  application  to the
other sections reasonably clear.

         Section 4.1.  Organization,  Qualification,  and Corporate  Power.  The
Target is a corporation duly organized,  validly existing,  and in good standing
under the laws of the  jurisdiction  of its  incorporation.  The  Target is duly
authorized to conduct  business and is in good  standing  under the laws of each
jurisdiction where such qualification is required. The Target has full corporate
power and authority and all licenses,  permits, and authorizations  necessary to
carry  on the  businesses  in  which it is  engaged  and in  which it  presently
proposes  to  engage  and to own and use the  properties  owned  and used by it.
Section 4.1 of the  Disclosure  Schedule lists the directors and officers of the
Target.  The Sellers have delivered to the Buyer correct and complete  copies of
the  charter  and bylaws of the Target (as  amended to date).  The minute  books
(containing the records of meetings of the stockholders, the board of directors,
and any committees of the board of directors),  the stock certificate books, and
the stock record books of the Target are correct and complete. The Target is not
in default under or in violation of any provision of its charter or bylaws.  The
Target has no Subsidiaries.

         Section 4.2.  Capitalization.   The entire authorized  capital stock of
the Target consists of 6,000,000 Target Shares, of which 4,691,916 Target Shares
are issued and  outstanding.  All of the issued  and  outstanding  Target Shares
have been duly authorized,  are validly issued, f ully paid, and  nonassessable.
There are  no  outstanding  or authorized options,  warrants,  purchase  rights,
subscription rights,  conversion rights,  exchange rights, or other contracts or
commitments that could require the Target to issue,  sell, or otherwise cause to
become  outstanding  any of its  capital  stock.  There  are no  outstanding  or
authorized stock appreciation,  phantom stock, profit participation,  or similar
rights with respect to the Target. There are no voting trusts, proxies, or other
agreements or understandings  with respect to the voting of the capital stock of
the Target.

         Section 4.3.  Noncontravention.  Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby,
will (i)  violate  any  constitution,  statute,  regulation,  rule,  injunction,
judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Target is subject or any provision of
the charter or bylaws of the Target or (ii)  conflict  with,  result in a breach
of,  constitute a default under,  result in the  acceleration  of, create in any
party the right to  accelerate,  terminate,  modify,  or cancel,  or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement  to which the  Target is a party or by which it is bound or to which
any of its  assets is  subject  (or  result in the  imposition  of any  Security
Interest upon any of its assets) and which would cause  material  adverse effect
on Target. The Target does not need to give any notice to, make any filing with,
or  obtain  any  authorization,  consent,  or  approval  of  any  government  or
governmental  agency in order for the  Parties to  consummate  the  transactions
contemplated by this Agreement.

         Section 4.4.  Brokers' Fees. The Target has no Liability or  obligation
to pay any fees or  commissions  to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement.

         Section 4.5.  Title to Assets. The Target has good and marketable title
to, or a valid  leasehold  interest  in, the  properties  and assets used by it,
located on their premises, or shown on the Most Recent Balance Sheet or acquired
after the date  thereof,  free and clear of all Security  Interests,  except for
properties and assets  disposed of in the Ordinary  Course of Business since the
date of the Most Recent Balance Sheet.

         Section 4.6.  Financial Statements.  Attached  hereto as  Exhibit B are
the following financial  statements  (collectively the "Financial  Statements"):
(i) balance sheets and statements of income as of and for the fiscal years ended
September 30, 1997  (unaudited)  and September 30, 1998  (unaudited,  other than
audited balance sheets), and balance sheets and statements of income, changes in
shareholders' equity and cash flow as of and for the fiscal year ended September
30, 1999 (audited) (the "Most Recent Fiscal Year End") for the Target;  and (ii)
unaudited  balance sheets and statements of income,  (the "Most Recent Financial
Statements")  as of and for the four  months  ended  January 31, 2000 (the "Most
Recent Fiscal Month End") for the Target.  The Financial  Statements  (including
the notes  thereto)  have been  prepared in  accordance  with GAAP  applied on a
consistent  basis  throughout the periods  covered  thereby,  present fairly the
financial condition of the Target as of such dates and the results of operations
of the Target for such  periods,  are correct and complete,  and are  consistent
with the books and  records of the Target  (which  books and records are correct
and complete).

         Section 4.7.  Events  Subsequent to Most Recent Fiscal Year End.  Since
the Most Recent Fiscal Year End, there has not been any material  adverse change
in the business, financial condition,  operations,  results of operations, or to
the Sellers'  Knowledge,  future  prospects of the Target.  Without limiting the
generality of the foregoing, since that date:

                                       8
<PAGE>
                  (a) the Target has not sold, leased, transferred, or assigned
         any  of  its  assets, tangible or  intangible,  othe  than  for  a fair
         consideration in the Ordinary Course of Business;

                  (b) the Target has not entered into any  agreement,  contract,
         lease, or license (or series of related agreements,  contracts, leases,
         and licenses) outside the Ordinary Course of Business;

                  (c) to the Seller's Knowledge, no party (including the Target)
         has  accelerated,  terminated,  modified,  or cancelled any  agreement,
         contract,   lease,  or  license  (or  series  of  related   agreements,
         contracts,  leases,  and licenses)  involving more than $2,500 to which
         the Target is a party or by which it is bound;

                  (d) the  Target  has  not  imposed  or  granted  any Security
         Interest upon any of its assets, tangible or intangible;

                  (e) the Target has not made any capital expenditure (or series
         of related capital  expenditures)  either involving more than $2,500 or
         outside the Ordinary Course of Business;

                  (f) the Target  has not made any  capital  investment  in, any
         loan to, or any  acquisition  of the securities or assets of, any other
         Person  (or  series  of  related  capital   investments,   loans,   and
         acquisitions) either involving more than $2,500 or outside the Ordinary
         Course of Business;

                  (g) the Target has not  issued any note,  bond,  or other debt
         security or created, incurred,  assumed, or guaranteed any indebtedness
         for borrowed money or capitalized  lease  obligation  either  involving
         more than $2,500 singly or in the aggregate;

                  (h) the  Target has  not delayed  or postponed  the payment of
         accounts  payable and other  Liabilities outside the Ordinary Course of
         Business;

                  (i) the  Target has not  cancelled,  compromised,  waived,  or
         released  any right or claim (or series of related  rights and  claims)
         either  involving  more than $2,500 or outside the  Ordinary  Course of
         Business;

                  (j) other   than  as  set  forth  in  Section  4.12(c)  of the
         Disclosure  Schedule,  the  Target  has  not  granted  any  license  or
         sublicense  of any rights  under or with  respect  to any  Intellectual
         Property, other than in the ordinary course of business in a commercial
         sales transaction;

                  (k) there   has  been  no  change  made  or  authorized in the
         charter or bylaws of the Target;

                  (l) the  Target has not issued, sold, or otherwise disposed of
         any of its capital stock,  or granted any options,  warrants,  or other
         rights to purchase or obtain (including upon conversion,  exchange,  or
         exercise) any of its capital stock;

                  (m) the   Target  has not  declared,  set  aside, or paid  any
         dividend or made any  distribution  with  respect to its capital  stock
         (whether  in cash or in  kind) or  redeemed,  purchased,  or  otherwise
         acquired any of its capital stock;

                  (n) the  Target  has  not  experienced  any  material  (either
         individually or in the aggregate) damage, destruction, or loss (whether
         or not covered by insurance) to its property;

                  (o) the Target has not made any loan to, or  entered  into any
         other transaction with,  any of its  directors, officers, and employees
         outside the Ordinary Course of Business;

                  (p) the Target has not entered into any employment contract or
         collective bargaining agreement, written or oral, or modified the terms
         of any existing such contract or agreement;

                  (q) the  Target  has  not  granted  any  increase in  the base
         compensation of any of its directors,  officers,  and employees outside
         the Ordinary Course of Business;

                                       9
<PAGE>
                  (r)  the  Target  has  not   adopted,  amended,  modified,  or
         terminated any bonus,  profit-sharing,  incentive,  severance, or other
         plan, contract,  or commitment for the benefit of any of its directors,
         officers,  and  employees (or taken any such action with respect to any
         other Employee Benefit Plan);

                  (s)  the  Target  has not made any other change in  employment
         terms for any of its  directors,  officers,  and employees outside  the
         Ordinary Course of Business;

                  (t)  the Target has not made or pledged to make any charitable
         or other  capital contribution outside the Ordinary Course of Business;

                  (u)  there has not been any other material adverse occurrence,
         event,  incident,  action,  failure to act, or transaction  outside the
         Ordinary Course of Business involving the Target; and

                  (v)  the Target has not committed to any of the foregoing.

         Section 4.8.  Undisclosed  Liabilities.  To the Knowledge of any of the
Sellers,  the Target does not have any material  (either  individually or in the
aggregate)  Liability  (and there is no Basis for any present or future  action,
suit, proceeding,  hearing,  investigation,  charge, complaint, claim, or demand
against it giving rise to any  Liability),  except for (i) Liabilities set forth
on the face of the Most Recent  Balance Sheet (rather than in any notes thereto)
and (ii) Liabilities which have arisen after the Most Recent Fiscal Month End in
the Ordinary  Course of Business  (none of which  results  from,  arises out of,
relates to, is in the nature of, or was caused by any breach of contract, breach
of warranty, tort, infringement, or violation of law).

         Section 4.9.  Legal   Compliance.   The   Target   and  its  respective
predecessors  and Affiliates  have complied with all applicable  laws (including
rules,  regulations,  codes, plans,  injunctions,  judgments,  orders,  decrees,
rulings,  and  charges  thereunder)  of  federal,   state,  local,  and  foreign
governments (and all agencies  thereof) except where failure to comply would not
have a material  adverse  effect,  and no  action,  suit,  proceeding,  hearing,
investigation,  charge,  complaint,  claim,  demand, or notice has been filed or
commenced against it alleging any failure so to comply.

         Section 4.10. Tax Matters.


                  (a)  The Target has filed all Tax Returns that it was required
         to file. All such Tax Returns were correct and complete in all material
         respects. All Taxes owed by the Target (whether or not shown on any Tax
         Return) have been paid. The Target  currently is not the beneficiary of
         any extension of time within which to file any Tax Return. No claim has
         ever been made by an authority in a jurisdiction  where the Target does
         not file Tax  Returns  that it is or may be subject to taxation by that
         jurisdiction.  There are no Security  Interests on any of the assets of
         the Target  that  arose in  connection  with any  failure  (or  alleged
         failure) to pay any Tax.

                  (b)  The Target has  withheld and paid all Taxes  required  to
         have been withheld and paid in connection with amounts paid or owing to
         any employee, independent contractor,  creditor,  stockholder, or other
         third party.

                  (c)  No Seller or director or officer (or employee responsible
         for Tax  matters)  of the Target  expects any  authority  to assess any
         additional  Taxes for any period for which Tax Returns have been filed.
         There is no dispute or claim concerning any Tax Liability of the Target
         either (A) claimed or raised by any  authority  in writing or (B) as to
         which any of the Sellers and the  directors  and officers of the Target
         has  Knowledge  based  upon  personal  contact  with any  agent of such
         authority.  Section 4.10 of the Disclosure  Schedule lists all federal,
         state,  local, and foreign income Tax Returns filed with respect to the
         Target  for  taxable  periods  ended on or  after  December  31,  1994,
         indicates those Tax Returns that have been audited, and indicates those
         Tax Returns that  currently are the subject of audit.  The Sellers have
         delivered  to the Buyer  correct  and  complete  copies of all  federal
         income Tax Returns, examination reports, and statements of deficiencies
         assessed against or agreed to by the Target since December 31, 1994.

                  (d)  The Target has not waived any  statute of limitations  in
         respect of Taxes or agreed to any  extension  of time with respect to a
         Tax assessment or deficiency.

                  (e)  The Target  has not filed a consent  under  Code  Section
         341(f) concerning collapsible corporations. The Target has not made any
         payments, is not obligated to make any payments,  and is not a party

                                       10
<PAGE>
         to any agreement that under certain circumstances could  obligate it to
         make any payments that will not be deductible  under Code Section 280G.
         The  Target  has  not  been  a  United  States  real  property  holding
         corporation  within the meaning of Code  Section  897(c)(2)  during the
         applicable  period  specified  in Code  Section  897(c)(1)(A)(ii).  The
         Target has  disclosed on its federal  income Tax Returns all  positions
         taken therein that could give rise to a substantial  understatement  of
         federal  income Tax within the meaning of Code Section 6662. The Target
         is not a party to any Tax allocation or sharing  agreement.  The Target
         (A) has not been a member of an Affiliated  Group filing a consolidated
         federal  income Tax  Return  (other  than a group the common  parent of
         which was the  Target)  and (B) has no  Liability  for the Taxes of any
         Person  (other than the Target)  under Reg.  Section  1.1502-6  (or any
         similar provision of state,  local, or foreign law), as a transferee or
         successor, by contract, or otherwise.

                  (f)  Section  4.10 of  the Disclosure Schedule  sets forth the
         following  information with respect to the Target as of the most recent
         practicable  date:  (A) the basis of the Target in its assets;  (B) the
         amount of any net operating loss, net capital loss,  unused  investment
         or other credit, unused foreign tax, or excess charitable  contribution
         allocable  to the Target;  and (C) the amount of any  deferred  gain or
         loss allocable to the Target  arising out of any Deferred  Intercompany
         Transaction.

                  (g)  The unpaid Taxes of  the Target (A) did  not, as  of  the
         Most Recent Fiscal Month End,  exceed  the  reserve  for Tax  Liability
         (rather than any  reserve  for  deferred  Taxes  established to reflect
         timing differences between book and Tax income)set forth on the face of
         the Most  Recent Balance Sheet  (rather than in  any notes thereto) and
         (B) do  not exceed that  reserve as adjusted  for the  passage  of time
         through  the  Closing  Date in  accordance  with  the  past c ustom and
         practice of the Target in filing its Tax Returns.

         Section 4.11. Real Property. The Target owns no real property.


         Section 4.12. Intellectual Property.

                  (a)  The  Target  owns  or has the  right  to use  pursuant to
         license, sublicense, agreement, or permission all Intellectual Property
         identified  in  Section  4.12(c)  of the  Disclosure  Schedule.  To the
         Knowledge of the Sellers,  such  Intellectual  Property  along with the
         other  Intellectual  Property owned or controlled by Target constitutes
         all of the  Intellectual  Property  necessary  for the operation of the
         businesses  of the  Target  as  presently  conducted  and as  presently
         proposed to be conducted.  Each item of Intellectual  Property owned or
         used by the Target as of October  1, 1999,  will be owned or  available
         for use by the Target on  identical  terms and  conditions  immediately
         subsequent  to  the  Closing  hereunder.   The  Target  has  taken  all
         reasonably  necessary  action  to  maintain  and  protect  each item of
         Intellectual Property that it owns or uses.

                  (b)  To  the  Knowledge   of  Sellers,   the  Target  has  not
         interfered with,  infringed upon,  misappropriated,  or  otherwise come
         into conflict with any Intellectual  Property rights of  third parties,
         and none of the  Sellers  and the directors and officers  of the Target
         has ever received  any charge,  complaint,  claim,  demand,   or notice
         alleging  any  such  interference,  infringement,  misappropriation, or
         violation  (including  any claim  that  the  Target  must   license  or
         refrain from  using  any  Intellectual  Property  rights  of  any third
         party).  Except as set  forth  in  Section  4.12(b) of  the  Disclosure
         Schedule, to the Knowledge of  any of the Sellers and the directors and
         officers of the Target, no third party  has interfered with,  infringed
         upon,   misappropriated,  or  otherwise  come into  conflict  with  any
         Intellectual  Property rights of the Target.

                  (c)  Section  4.12(c) of the  Disclosure  Schedule  separately
         identifies  each pending patent or  registration  that has been issued,
         assigned  or  licensed  to  the  Target  with  respect  to  any  of its
         Intellectual  Property,  identifies each pending patent  application or
         application for  registration  that the Target has made with respect to
         any  of  its  Intellectual   Property,  and  identifies  each  license,
         agreement, or other permission that the Target has granted to any third
         party with respect to any of its Intellectual  Property  (together with
         any  exceptions).  The Sellers have  delivered to the Buyer correct and
         complete copies of all such patents, copyrights, trademarks and service
         marks, applications,  licenses, agreements, and permissions (as amended
         to date) and have made  available  to the Buyer  correct  and  complete
         copies of all other  written  documentation  evidencing  ownership  and
         prosecution (if  applicable) of each such item.  Section 4.12(c) of the
         Disclosure  Schedule also  identifies  each trade name or  unregistered
         trademark used by the Target in connection  with any of its businesses.
         With  respect  to each item of  Intellectual  Property  required  to be
         identified in Section 4.12(c) of the Disclosure Schedule:

                                       11
<PAGE>
                           (i)   the  Target  or  Rick  Briggs,  as  applicable,
                  possesses all right,  title,  and interest in and to the item,
                  free and clear of any  Security  Interest,  license,  or other
                  restriction,  other  than the  licenses  set forth in  Section
                  4.12(c) of the Disclosure Schedule;

                           (ii)  the  item  is  not  subject to  any outstanding
                  injunction, judgment, order, decree, ruling, or charge;

                           (iii) no   action,   suit,   proceeding,   hearing,
                  investigation,  charge, complaint, claim, or demand is pending
                  or,  to the  Knowledge  of any of the  Sellers  and any of the
                  directors  or  officers  of the Target,  is  threatened  which
                  challenges  the legality,  validity,  enforceability,  use, or
                  ownership of the item;

                           (iv)  other than in the ordinary course  of  business
                  in a commercial  sales  transaction,  neither  the  Target nor
                  Rick Briggs have ever agreed to indemnify  any  Person  for or
                  against any interference, infringement,  misappropriation,  or
                  other conflict with respect to the item; and

                           (v)   neither the Target nor Rick Briggs are aware of
                  any prior art references that would  invalidate one or more of
                  the  patents  set forth in Section  4.12(c) of the  Disclosure
                  Schedule.

                  (d)      Section 4.12(d) of the Disclosure Schedule identifies
         each item of Intellectual Property that any  third  party owns and that
         the  Target  uses  pursuant  to  license,  sublicense,  agreement,  or
         permission (excluding the Briggs IP). The Sellers have delivered to the
         Buyer correct and complete copies of or schedules identifying  all such
         licenses,  sublicenses,  agreements,  and  permissions  (as  amended to
         date).  With respect to each item of  Intellectual Property required to
         be identified in Section 4.12(d) of the Disclosure Schedule:

                           (i)   to the  Knowledge of  any of  the  Sellers, the
                  license, sublicense, agreement,  or  permission  covering  the
                  item is legal, valid, binding, enforceable, and in full force
                  and effect;

                           (ii)  to the  Knowledge  of any of the  Sellers,  the
                  license, sublicense, agreement, or permission will continue to
                  be legal, valid, binding,  enforceable,  and in full force and
                  effect on identical  terms  following the  consummation of the
                  transactions  contemplated  hereby  (including the assignments
                  and assumptions referred to in Section 2 above);

                           (iii) to  the  Knowledge  of any of the  Sellers,  no
                  party to the license, sublicense,  agreement, or permission is
                  in breach or  default,  and no event has  occurred  which with
                  notice or lapse of time would  constitute  a breach or default
                  or   permit   termination,   modification,   or   acceleration
                  thereunder;

                           (iv)  to  the  Knowledge of  any of  the Sellers,  no
                  party to the  license,  sublicense,  agreement,  or permission
                  has repudiated any provision thereof;

                           (v)   with    respect   to   each   sublicense,   the
                  representations  and warranties  set forth in subsections  (i)
                  through  (iv) above are true and correct  with  respect to the
                  underlying license;

                           (vi)  the  underlying  item  of Intellectual Property
                  is not subject to any outstanding injunction, judgment, order,
                  decree, ruling, or charge;

                           (vii) no   action,    suit,    proceeding,   hearing,
                  investigation,  charge, complaint, claim, or demand is pending
                  or,  to the  Knowledge  of any of the  Sellers  and any of the
                  directors  or  officers  of the Target,  is  threatened  which
                  challenges the legality,  validity,  or  enforceability of the
                  underlying item of Intellectual Property; and

                           (viii)Target  has  not  granted  any  sublicense  or
                  similar  right  with  respect  to  the  license,   sublicense,
                  agreement, or permission.

                  (e)      To  the  Knowledge  of  any  of  the  Sellers  or the
         directors or officers of the Target,  the  Target  will  not  interfere
         with, infringe upon, misappropriate, or otherwise  come  into  conflict
         with, any Intellectual

                                       12
<PAGE>
         Property   rights  of  third  parties  as a  result  of  the  continued
         operation of its  businesses  as presently  conducted  and as presently
         proposed to be conducted.

                  (f)      Buyer hereby acknowledges that Target does not own or
         have the right to use the  Intellectual Property specifically set forth
         in Disclosure Schedule  4.12(f) (the "Non-Assigned IP"),  including any
         reissues,  renewals,  extensions,  divisions and  continuations thereof
         and all  registrations  thereof  in  any  country  which may be granted
         thereon and reissues,  renewals and  extensions thereof;  together with
         the right to file such  applications  and  the right to claim  priority
         from prior  applications  under the laws of  the United States or other
         countries  under  the  International  Agreement  for the  Protection of
         Industrial  Property,  or any other  international  agreement,  or the
         domestic laws of the country in which any  such  application  is filed,
         as may be  applicable.  Notwithstanding  the  foregoing,  Seller hereby
         covenants and agrees that it will never assert any of the Non-Assigned
         IP  against  Buyer  or  any  company  or  other  entity  controlled  or
         principally  operated  by  Buyer for or on account of any  products  or
         activities  of Target  that were in  existence  or  were  practiced  by
         Target  as  of  October  1,  1999,  including  any  variations  in  the
         structure,  layout and theming thereof that do not substantially alter
         the fundamental character and nature of the  product or activity. Buyer
         hereby  covenants  and  agrees  that it will  never  assert any of  the
         Briggs IP set forth in Disclosure  Schedule  4.12(c) against Seller  or
         any company or other  entity  controlled  or  principally  operated  by
         Seller for or on accoun  of any products or  activities  that were  not
         in existence or practiced by Target as of October 1, 199  and that are
         substantially and fundamentally different in character and  nature from
         the products or  activities  in existence or practiced  by Target as of
         October 1, 1999.

         Section 4.13.     Tangible Assets.  Except as disclosed in Section 4.13
of the  Disclosure  Schedule to the Knowledge of any of the Sellers,  the Target
owns or leases all buildings,  machinery,  equipment,  and other tangible assets
necessary  for the conduct of its  business as  presently  conducted.  Each such
tangible  asset is free from  material  defects  (patent and  latent),  has been
maintained in accordance  with normal  industry  practice,  is in good operating
condition and repair (subject to normal wear and tear),  and is suitable for the
purposes for which it presently is used.

         Section 4.14.     Inventory. The inventory of the Target consists of
raw materials and supplies,  manufactured and purchased parts, goods in process,
and finished  goods,  all of which is  merchantable  and fit for the purpose for
which it was  procured  or  manufactured,  and  none of  which  is  slow-moving,
obsolete,  damaged,  or  defective,  subject  only to the reserve for  inventory
writedown set forth on the face of the Most Recent Balance Sheet (rather than in
any notes  thereto) as adjusted for the passage of time through the Closing Date
in accordance with the past custom and practice of the Target.

         Section 4.15.     Contracts.  Section 4.15 of  the  Disclosure Schedule
lists the  following contracts  and other  agreements to  which  the Target is a
party:

                  (a)      any  agreement  (or group of related  agreements) for
         the  lease  of  personal  property to  or from any Person providing for
         lease payments in excess of $10,000 per annum;

                  (b)      any  agreement  (or group of related  agreements) for
         the  purchase  or  sale  of  raw  materials,   commodities,   supplies,
         products, or other personal property, or for  the furnishing or receipt
         of  services,  the  performance  of which will extend  over a period of
         more  than  one  year,  result  in a loss  to the  Target,  or  involve
         consideration in excess of $10,000;

                  (c)      any  agreement  concerning  a  partnership  or  joint
         venture;

                  (d)      any agreement (or group of related agreements) under
         which the Target  has created,  incurred,  assumed,  or guaranteed  any
         indebtedness for  borrowed money, or any capitalized  lease obligation,
         in excess of  $5,000 or under which it has imposed a Security  Interest
         on any of its  ssets, tangible or intangible;

                  (e)      any   agreement  concerning  confidentiality  of  any
         third-party proprietary information (excluding any third-party supplies
         agreements,  consulting  agreements,  employee  agreements and the like
         executed in the ordinary course of business) or noncompetition;

                  (f)      any  agreement  with  any  of  the  Sellers and their
         Affiliates (other than the Target);

                                       13
<PAGE>
                  (g)      any  profit sharing,  stock option,  stock  purchase,
         stock appreciation, deferred  compensation, severance, or other plan or
         arrangement  for  the  benefit  of its  current  or  former  directors,
         officers, or employees;

                  (h)      any collective bargaining agreement;

                  (i)      any agreement for the employment of any individual on
         a  full-time,  part-time,  consulting,  or other basis providing annual
         compensation in excess of $10,000 or providing severance benefits;

                  (j)      any agreement  under which the Target has advanced or
         loaned any amount to  any  of its  directors,  officers,  or  employees
         outside the Ordinary Course of Business;

                  (k)      any  agreement  under  which  the  consequences of  a
         default or termination  could  have a  material  adverse  effect on the
         business,  financial  condition,  operations,  results  of  operations,
         or future prospects of the Target; or

                  (l)      any other  agreement (or group of related agreements)
         the  performance of which involves consideration  in excess of $10,000.

                  The Sellers have delivered to the Buyer a correct and complete
copy of each written agreement listed in Section 4.15 of the Disclosure Schedule
(as  amended  to date)  and a  written  summary  setting  forth  the  terms  and
conditions of each oral agreement  referred to in Section 4.15 of the Disclosure
Schedule.  With  respect to each such  agreement:  (A) the  agreement  is legal,
valid,  binding,  enforceable,  and in full force and effect;  (B) the agreement
will continue to be legal, valid,  binding,  enforceable,  and in full force and
effect  on  identical  terms  following  the  consummation  of the  transactions
contemplated  hereby; (C) to the Knowledge of Sellers,  no party is in breach or
default,  and no event has  occurred  which  with  notice or lapse of time would
constitute  a  breach  or  default,  or  permit  termination,  modification,  or
acceleration, under the agreement; and (D) to the Knowledge of Sellers, no party
has repudiated any provision of the agreement.

         Section  4.16.    Notes and Accounts Receivable. All notes and accounts
receivable  of the Target are reflected  properly on its books and records,  are
valid  receivables  to  the  Knowledge  of  Sellers  subject  to no  setoffs  or
counterclaims,  are, to the Knowledge of Sellers,  current and collectible,  and
will be  collected  in  accordance  with its  terms at their  recorded  amounts,
subject  only to the  reserve  for bad  debts  set forth on the face of the Most
Recent  Balance  Sheet  (rather  than in any notes  thereto) as adjusted for the
passage of time through the Closing Date in accordance  with the past custom and
practice of the Target.

         Section  4.17.    Powers of Attorney.   Except for  limited  powers  of
attorney that have been granted to counsel to facilitate  representation  before
the Patent and Trademark  Office and the Internal  Revenue Service and which are
listed on Section  4.17 of the  Disclosure  Schedule,  there are no  outstanding
powers of attorney executed on behalf of the Target.

         Section 4.18.     Insurance.  Section  4.18 of the  Disclosure Schedule
sets forth the  following  information  with  respect to each  insurance  policy
(including  policies  providing  property,  casualty,  liability,  and  workers'
compensation  coverage and bond and surety arrangements) to which the Target has
been a party, a named insured,  or otherwise the  beneficiary of coverage at any
time within the past 10 years:

                  (a)      the name, address, and telephone number of the agent;

                  (b)      the name of the insurer, the name of the policyholder
                           and the name of each covered insured;

                  (c)      the policy number and the period of coverage;

                  (d)      the scope  (including an indication  of  whether  the
         coverage was on a claims made,  occurrence, or other basis)  and amount
         (including a description of how deductibles and ceilings are calculated
         and operate) of coverage; and

                  (e)      a description of any retroactive  premium adjustments
         or other loss-sharing arrangements.

                  With respect to each such insurance policy:  (A) the policy is
legal, valid, binding, enforceable, and in full force and effect; (B) the policy
will continue to be legal, valid,  binding,  enforceable,  and in full force and
effect  on

                                       14
<PAGE>
identical terms  following the  consummation  of the  transactions  contemplated
hereby; (C) neither the Target nor any other party to the policy is in breach or
default  (including  with  respect to the  payment of  premiums or the giving of
notices),  and no event has  occurred  which,  with notice or the lapse of time,
would constitute such a breach or default, or permit termination,  modification,
or acceleration, under the policy; and (D) no party to the policy has repudiated
any provision  thereof.  The Target has been covered during the past 10 years by
insurance in scope and amount  customary and  reasonable  for the  businesses in
which it has  engaged  during the  aforementioned  period.  Section  4.18 of the
Disclosure  Schedule  describes any  self-insurance  arrangements  affecting the
Target.

         Section 4.19.     Litigation.  Section 4.19 of the Disclosure Schedule
sets forth each  instance in which the Target (i) is subject to any  outstanding
injunction, judgment, order, decree, ruling, or charge or (ii) is a party or, to
the Knowledge of any of the Sellers, the directors or officers of the Target, is
threatened  to be made a party to any  action,  suit,  proceeding,  hearing,  or
investigation  of, in, or before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator.   None  of  the   actions,   suits,   proceedings,   hearings,   and
investigations set forth in Section 4.19 of the Disclosure Schedule could result
in any material adverse change in the business, financial condition, operations,
results of operations,  or future  prospects of the Target.  None of the Sellers
and the directors and officers (and employees with responsibility for litigation
matters)  of the Target has any reason to believe  that any such  action,  suit,
proceeding,  hearing,  or investigation may be brought or threatened against the
Target.

         Section  4.20.    Product  Warranty. Each  product  manufactured, sold,
leased,  or delivered by the Target has been in conformity  with all  applicable
contractual  commitments  and all  express and  implied  warranties,  and to the
Knowledge of Sellers, the Target has no Liability (and there is no Basis for any
present or future action,  suit,  proceeding,  hearing,  investigation,  charge,
complaint,  claim,  or demand  against  it  giving  rise to any  Liability)  for
replacement or repair thereof or other damages in connection therewith,  subject
only to the  reserve for  product  warranty  claims set forth on the face of the
Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the
passage of time through the Closing Date in accordance  with the past custom and
practice of the Target. No product  manufactured,  sold, leased, or delivered by
the Target is subject to any guaranty,  warranty,  or other indemnity materially
different  from the  applicable  standard terms and conditions of sale or lease.
Section 4.20 of the Disclosure  Schedule  includes  copies of the standard terms
and  conditions  of sale  or  lease  for of the  Target  (containing  applicable
guaranty, warranty, and indemnity provisions).

         Section 4.21.     Product  Liability.  The Target has no any Liability
(and to the Knowledge of any of the Sellers there is no Basis for any present or
future action, suit,  proceeding,  hearing,  investigation,  charge,  complaint,
claim,  or demand against any of them giving rise to any Liability)  arising out
of any  injury  to  individuals  or  property  as a  result  of  the  ownership,
possession,  or use of any product  manufactured,  sold, leased, or delivered by
the  Target,  which  Liability  is not  covered  by  insurance  (subject  to any
applicable deductible).

         Section 4.22.     Employees. To the Knowledge of any of the Sellers and
the directors and officers of the Target, no executive,  key employee,  or group
of employees has any plans to terminate  employment with the Target.  The Target
is not a party to or bound by any collective bargaining  agreement,  nor has the
Target experienced any strikes, grievances, claims of unfair labor practices, or
other collective  bargaining  disputes.  The Target has not committed any unfair
labor practice. None of the Sellers, the directors or officers of the Target has
any Knowledge of any organizational effort presently being made or threatened by
or on behalf of any labor union with respect to employees of the Target.

         Section 4.23.     Employee Benefits.

                  (a)      Section  4.23 of  the Disclosure Schedule  lists each
         Employee  Benefit Plan that the Target maintains or to which the Target
         contributes or has any obligation to contribute.

                           (i) Each such Employee Benefit Plan (and each related
                  trust,  insurance  contract,  or fund) complies in form and in
                  operation in all respects with the applicable  requirements of
                  ERISA, the Code, and other applicable laws.

                           (ii) All required reports and descriptions (including
                  Form 5500 Annual Reports,  summary annual  reports,  PBGC-1's,
                  and summary  plan  descriptions)  have been  timely  filed and
                  distributed  appropriately  with respect to each such Employee
                  Benefit  Plan.  The  requirements  of COBRA have been met with
                  respect  to  each  such  Employee  Benefit  Plan  which  is an
                  Employee Welfare Benefit Plan.

                                       15
<PAGE>
                           (iii) All   contributions   (including  all  employer
                  contributions  and employee  salary  reduction  contributions)
                  that are due have been paid to each such Employee Benefit Plan
                  that is an Employee Pension Benefit Plan and all contributions
                  for any period  ending on or before the Closing  Date that are
                  not yet due  have  been  paid to each  such  Employee  Pension
                  Benefit Plan or accrued in accordance with the past custom and
                  practice of the Target. All premiums or other payments for all
                  periods  ending on or before the  Closing  Date have been paid
                  with  respect to each such  Employee  Benefit  Plan that is an
                  Employee Welfare Benefit Plan.

                           (iv)  Each  Employee Benefit Plan that is an Employee

                  Pension  Benefit Plan  meets the  requirements of a "qualified
                  plan"  within the  meaning  of Code  Sections  401(a)  and all
                  other applicable  provisions  of  the Code governing  Employee
                  Pension  Benefit  Plans both  in form  and  operation  for all
                  plan years beginning with  the  date of  establishment of such
                  Employee Pension Benefit  Plan  through the Closing Date. None
                  of the Sellers have  Knowledge  of any facts or  circumstances
                  that would  result in  any  form or  operational  error  under
                  such  Employee  Pension  Benefit Plan.   All Employee  Pension
                  Benefit  Plans have  been amended for all law changes required
                  through the  close of  the plan  year(s)  beginning in 2000 or
                  will be so amended prior to the Closing Date.

                           (v)   The  market value of  assets  under  each  such
                  Employee  Benefit  Plan which is an Employee  Pension  Benefit
                  Plan (other than any Multiemployer Plan) equals or exceeds the
                  present  value  of  all  vested  and   nonvested   Liabilities
                  thereunder   determined  in  accordance   with  PBGC  methods,
                  factors,  and  assumptions  applicable to an Employee  Pension
                  Benefit Plan terminating on the date for determination.

                           (vi)  The Sellers have delivered to the Buyer correct
                  and  complete  copies of the plan  documents  and summary plan
                  descriptions,  the most recent  determination  letter received
                  from the Internal Revenue  Service,  the most recent Form 5500
                  Annual  Report,  and all related trust  agreements,  insurance
                  contracts,  and other funding  agreements which implement each
                  such Employee Benefit Plan.

                  (b)      With respect to each Employee Benefit  Plan that  the
         Target and any ERISA  Affiliate maintains or ever has  maintained or to
         which any of  them  contributes,  ever  has  contributed,  or ever  has
         been required to contribute:

                           (i)   No  such  Employee  Benefit  Plan  that  is  an
                  Employee Pension Benefit  Plan  (other than any  Multiemployer
                  Plan) has been  completely  or  partially  terminated  or been
                  the subject of a  Reportable  Event as to which  notices would
                  be required to be filed with  the PBGC.   No proceeding by the
                  PBGC  to  terminate  any such  Employee  Pension  Benefit Plan
                  (other than any  Multiemployer  Plan)  has been instituted or,
                  to  the  Knowledge  of any  of the Sellers,  the  directors or
                  officers of the Target, threatened.

                         (ii)    There have been no Prohibited Transactions with
                  respect to any such  Employee  Benefit  Plan. No Fiduciary has
                  any  Liability  for  breach  of  fiduciary  duty or any  other
                  failure to act or comply in connection with the administration
                  or investment of the assets of any such Employee Benefit Plan.
                  No action,  suit,  proceeding,  hearing, or investigation with
                  respect to the  administration or the investment of the assets
                  of any such Employee  Benefit Plan (other than routine  claims
                  for  benefits)  is pending or, to the  Knowledge of any of the
                  Sellers, the directors or officers of the Target,  threatened.
                  None of the  Sellers  and the  directors  and  officers of the
                  Target  has any  Knowledge  of any Basis for any such  action,
                  suit, proceeding, hearing, or investigation.


                           (iii) The  Target has not  incurred,  and none of the
                  Sellers nor any of the  directors  and  officers of the Target
                  has any  reason to expect  that the  Target  will  incur,  any
                  Liability  to the PBGC (other than PBGC  premium  payments) or
                  otherwise  under Title IV of ERISA  (including  any withdrawal
                  liability as defined in ERISA  Section 4201) or under the Code
                  with  respect  to any such  Employee  Benefit  Plan that is an
                  Employee Pension Benefit Plan.

                  (c)      The  Target,  and the other members of the Controlled
         Group  that  includes  the  Target  do  not  contribute  to, never have
         contributed  to,   have   never  been  required  to contribute  to  any
         Multiemployer  Plan  and

                                       16
<PAGE>
         have  no  Liability  (including   withdrawal liability  as  defined  in
         ERISA Section 4201)  under any Multiemployer Plan.

                  (d)      The Target does not maintain,  never has  maintained,
         does not contribute, has never contributed, and has never been required
         to contribute to any Employee Welfare Benefit Plan  providing  medical,
         health, or life insurance or other welfare-type benefits for current or
         future  retired  or  terminated  employees,  their  spouses,  or  their
         dependents (other than in accordance with COBRA).

                  (e)      Each and  every  Employee  Benefit  Plan  that  is a
         cafeteria plan or flexible  spending account  omplies,  and in each and
         every case has  complied,  with  the  applicable  requirements of  Code
         Section 125  and all other applicable  federal, state o  local  laws or
         ordinances.

                  (f)      Each  and  every  Employee  Benefit  Plan  that  is a
         dependent care  assistance  program  complies,  and in each  and  every
         case has complied, with the applicable requirements of Code Section 129
         and all other applicable federal, state or local laws and ordinances.

                  (g)      No event has occurred  and no  conditions  exist that
         would subject the Target or any member of its  Controlled  Group to any
         tax penalty under Code Sections  511,  4971,  4972,  4976,  4977, 4978,
         4979, 979A, or 5000, or to a fine under ERISA Section 502(c).

                                            (i)   Neither  the  Target  nor  any
                           member  of its  Controlled  Group is  subject  to any
                           legal, contractual,  equitable or other obligation to
                           (1)  establish  as of any date any  employee  benefit
                           plan of any nature,  including,  without  limitation,
                           any pension, profit sharing, welfare, post-retirement
                           welfare,   stock   option,   stock  or  cash   award,
                           nonqualified   deferred   compensation  or  executive
                           compensation   plan,  policy  or  practice,   or  (2)
                           continue  any employee  benefit  plans of any nature,
                           including,  without limitation,  any Employee Benefit
                           Plan or any other pension, profit sharing, welfare or
                           post-retirement  welfare  plan,  or any stock option,
                           stock   or   cash   award,    nonqualified   deferred
                           compensation or executive  compensation  plan, policy
                           or practice (or to continue  their  participation  in
                           any such  benefit  plan,  policy or  practice)  on or
                           after the Closing Date.

                                            (ii)  The Target and each  member of
                           its Controlled  Group may, in any manner,  subject to
                           the  limitations   imposed  by  applicable  law,  and
                           without the consent of any employee,  beneficiary  or
                           other  person,  prospectively  terminate,  modify  or
                           amend  any such  Employee  Benefit  Plan or any other
                           plan,  program or practice (or its  participation  in
                           such Employee Benefit Pan or any other plan,  program
                           or practice) effective as of any date on or after the
                           Closing Date.

                                            (iii)  No     representation    or
                           communications  (directly or indirectly,  orally,  in
                           writing or otherwise) with respect to  participation,
                           eligibility  for benefits,  vesting,  benefit accrual
                           coverage  or other  material  terms  of any  Employee
                           Benefit  Plan have been made prior to the  Closing to
                           any employee,  beneficiary or other person other than
                           those  which  are in  accordance  with the  terms and
                           provisions of each such  Employee  Benefit Plan as in
                           effect immediately prior to the Closing.

         Section 4.24.     Guaranties.   The   Target  is  not  a  guarantor  or
otherwise liable for any Liability or obligation (including indebtedness) of any
other Person.

         Section 4.25.     Environmental, Health, and Safety Matters.
                           -----------------------------------------

                  (a)      The  Target  and  its  respective  predecessors  and
         Affiliates have complied and are  in compliance with all Environmental,
         Health, and Safety Requirements.

                  (b)      Without  limiting the  generality  of the  foregoing,
         the Target and its respective  Affiliates  have obtained  and  complied
         with,  and  are  in  compliance   with,   all  permits,   licenses  and
         other  authorizations  that  are  required  pursuant  to Environmental,
         Health, and Safety Requirements for the  occupation  of its  facilities
         and  the  operation  of  its  business;  a list  of  all such  permits,
         licenses  and  other  authorizations  is  set  forth  on  the  attached
         "Environmental and Safety Permits Schedule."

                                       17
<PAGE>
                  (c)      Neither the Target nor its respective predecessors or
         Affiliates  has received  any written or oral  notice,  report or other
         information regarding any actual or alleged violation of Environmental,
         Health,  and  Safety  Requirements,  or any  liabilities  or  potential
         liabilities  (whether accrued,  absolute,  contingent,  unliquidated or
         otherwise),   including  any  investigatory,   remedial  or  corrective
         obligations,  relating to any of them or its  facilities  arising under
         Environmental,  Health, and Safety Requirements.  No enforcement action
         has been or will be taken  based on items noted  during the  inspection
         described in the Compliance  Action Form from the Oregon  Department of
         Environmental Quality dated March 31, 1997.

                  (d)       Except  as  set  forth in  Section  4.25(d)  of  the
         Disclosure Schedule, none of the following  exists at any  property  or
        facility owned or operated by the Target: (1) underground storage tanks,
        (2) asbestos-containing material in any form or condition,  (3)materials
        or  equipment  containing   polychlorinated  biphenyls,  (4)  landfills,
        surface impoundments, or disposal areas, or (5) lead paint.

                  (e)       Neither  the Target nor its respective  predecessors
         or Affiliates  has   treated,  stored,  disposed  of, arranged  for  or
         permitted  the  disposal of,  transported,  handled,  or  released  any
         substance, including without limitation  any  hazardous  substance,  or
         owned or  operated  any property or  facility  (and no such property or
         facility  is  contaminated by any  such substance) in a manner that has
         given or  would give rise to  liabilities,  including any liability for
         response costs,  corrective  action  costs,  personal injury,  property
         damage,  natural resources damages or attorney  fees,  pursuant  to the
         Comprehensive Environmental  Response,  Compensation and  Liability Act
         of 1980,  as amended  ("CERCLA"),  the  Solid  Waste  Disposal  Act, as
         amended ("SWDA") or any other Environmental, Health, and Safety
         Requirements.

                  (f)       Neither this Agreement nor the  consummation of  the
         transactions  that are the subject of this Agreement will result in any
         obligations for site  investigation  or cleanup,  or notification to or
         consent of government agencies or third parties, pursuant to any of the
         so-called  "transaction-triggered"  or "responsible  property transfer"
         Environmental, Health, and Safety Requirements.

                  (g)       Neither  the  Target  nor  any  of  its  respective
         predecessors or  Affiliates  has,  either  expressly or by operation of
         law, assumed or  undertaken any liability, including without limitation
         any obligation  for corrective or remedial action,  of any other Person
         relating to Environmental, Health, and Safety Requirements.

                  (h)       No facts, events or conditions relating  to the past
         or present facilities, properties or operations of the Target or any of
         its respective predecessors or Affiliates will prevent, hinder or limit
         continued   compliance   with   Environmental,   Health,   and   Safety
         Requirements,  give rise to any  investigatory,  remedial or corrective
         obligations pursuant to Environmental, Health, and Safety Requirements,
         or give  rise to any  other  liabilities  (whether  accrued,  absolute,
         contingent,  unliquidated  or  otherwise)  pursuant  to  Environmental,
         Health,  and Safety  Requirements,  including  without  limitation  any
         liabilities  relating  to  onsite or  offsite  releases  or  threatened
         releases of hazardous materials, substances or wastes, personal injury,
         property damage or natural resources damage.

         Section 4.26.      Certain  Business  Relationships  with  the  Target.
Except as set forth in  Section  4.26 of the  Disclosure  Schedule,  none of the
Sellers and their  Affiliates  has been involved in any business  arrangement or
relationship with the Target within the past 12 months,  and none of the Sellers
and their  Affiliates owns any asset,  tangible or intangible,  which is used in
the business of the Target.

         Section 4.27       Geauga Lake  Project.  The completion of the project
(the "Geauga Lake Project")  contemplated by the letter of intent between Target
and Six Flags Inc.,  dated November 1, 1999, is proceeding  without any material
delays or cost overruns.  The Geauga Lake Project has been assigned to PowerPlay
Development LLC. To the Knowledge of any of the Sellers, the Target's portion of
the Geauga  Lake  Project  will be  completed  without an adverse  effect on the
business or financial condition of Target.

         Section 4.28        Disclosure.   The  representations  and  warranties
contained  in this  Section 4 do not contain any untrue  statement  of a fact or
omit to state any fact necessary in order to make the statements and information
contained in this Section 4 not misleading.

                                       18
<PAGE>
                                    ARTICLE V

                            Post-Closing Covenants.
                            -----------------------

         The Parties  agree as follows with respect to the period  following the
Closing.

         Section 5.1.       General.  In case at any time  after the Closing any
further  action is  necessary  or  desirable  to carry out the  purposes of this
Agreement,  each of the Parties will take such  further  action  (including  the
execution and delivery of such further  instruments  and documents) as any other
Party reasonably may request, all at the sole cost and expense of the requesting
Party (unless the requesting Party is entitled to indemnification therefor under
Section 8 below).  The  Sellers  acknowledge  and agree  that from and after the
Closing  the Buyer will be  entitled  to  possession  of all  documents,  books,
records  (including  Tax records),  agreements,  and financial  data of any sort
relating to the Target.

         Section 5.2.       Litigation  Support. In the event and for so long as
any Party  actively  is  contesting  or  defending  against  any  action,  suit,
proceeding,  hearing,  investigation,  charge,  complaint,  claim,  or demand in
connection  with (i) any transaction  contemplated  under this Agreement or (ii)
any fact, situation,  circumstance, status, condition, activity, practice, plan,
occurrence,  event, incident, action, failure to act, or transaction on or prior
to the  Closing  Date  involving  the  Target,  each of the other  Parties  will
cooperate with him or it and his or its counsel in the contest or defense,  make
available their personnel,  and provide such testimony and access to their books
and records as shall be necessary in connection with the contest or defense, all
at the sole cost and expense of the  contesting  or defending  Party (unless the
contesting  or defending  Party is entitled to  indemnification  therefor  under
Section 8 below).

         Section 5.3.       Transition. None of the Sellers will take any action
that is  designed or  intended  to have the effect of  discouraging  any lessor,
licensor,  customer,  supplier,  or other business  associate of the Target from
maintaining the same business relationships with the Target after the Closing as
it  maintained  with the Target prior to the  Closing.  Each of the Sellers will
refer all customer  inquiries  relating to the  businesses  of the Target to the
Buyer from and after the Closing.

         Section 5.4.       Confidentiality.  Each of the Sellers will treat and
hold as such all of the Confidential Information,  refrain from using any of the
Confidential  Information except in connection with this Agreement,  and deliver
promptly  to the Buyer or destroy,  at the request and option of the Buyer,  all
tangible embodiments (and all copies) of the Confidential  Information which are
in his or its  possession.  In the event that any of the Sellers is requested or
required (by oral question or request for  information or documents in any legal
proceeding,  interrogatory,  subpoena,  civil  investigative  demand, or similar
process) to disclose any Confidential  Information,  that Seller will notify the
Buyer  promptly  of the  request  or  requirement  so that the Buyer may seek an
appropriate  protective  order or waive  compliance  with the provisions of this
Section 5.4. If, in the absence of a protective order or the receipt of a waiver
hereunder,  any of the  Sellers  is, on the  advice  of  counsel,  compelled  to
disclose any  Confidential  Information to any tribunal or else stand liable for
contempt, that Seller may disclose the Confidential Information to the tribunal;
provided,  however, that the disclosing Seller shall use his or its best efforts
to  obtain,  at the  request  of the  Buyer,  an order or other  assurance  that
confidential  treatment  will be  accorded to such  portion of the  Confidential
Information required to be disclosed as the Buyer shall designate. The foregoing
provisions  shall not apply to any Confidential  Information  which is generally
available to the public immediately prior to the time of disclosure.

         Section 5.5.       Covenant  Not to Compete.  For  a period of (a) five
years with respect to Rick Briggs,  and Fred Frantz (b) three years with respect
to Mark Weston and Denise  Weston,  and (c) two years with  respect to the other
Sellers,  each from and after the Closing  Date,  none of the such  Sellers will
engage  directly or indirectly  (including,  without  limitation,  by becoming a
partner,  consultant,  coventurer,  or otherwise,  including  employment) in the
indoor  and  outdoor  modular  play  equipment,   children's   activity  tables,
children's  convenience  safety and hygiene  products,  foam activity  products,
interactive  water  play and ball  play  products  and water  fountain  products
industries in any geographic  area in which the Target conducts that business as
of the Closing  Date;  provided,  however,  that no owner of less than 1% of the
outstanding stock of any  publicly-traded  corporation shall be deemed to engage
solely by reason thereof in any of its businesses. Each Seller will also refrain
from actually  performing or directly  managing or supervising  such  activities
with its principal,  agent, employee,  consultant,  contractor or coventurer, or
from starting his or her own business  that would  compete with Target.  Sellers
recognize and acknowledge  that (a) the covenant not to compete is being made in
connection  with the sale of the business of Target,  (b) such Seller has become
familiar with the confidential trade secrets of Target, including those relating
to the Target's  customers and suppliers,  and the design of attractions for use
in the indoor and outdoor modular play equipment,  children's  activity  tables,
children's  convenience  safety and hygiene

                                       19
<PAGE>
products, foam activity products,  interactive water play and ball play products
and water fountain products  industries,  (c) such Seller could cause grave harm
to Target and Koala if Seller  worked for a competitor  of Target.  If the final
judgment  of a  court  of  competent  jurisdiction  declares  that  any  term or
provision of this  Section 5.5 is invalid or  unenforceable,  the Parties  agree
that the court making the determination of invalidity or unenforceability  shall
have the power to reduce the scope,  duration, or area of the term or provision,
to delete specific words or phrases,  or to replace any invalid or unenforceable
term or provision  with a term or provision  that is valid and  enforceable  and
that comes closest to expressing  the intention of the invalid or  unenforceable
term or provision,  and this Agreement shall be enforceable as so modified after
the expiration of the time within which the judgment may be appealed.

         Section 5.6.      Buyer Shares. Each Buyer Share will be imprinted with
 a legend substantially in the following form:

         This security has not been registered under the Securities Act of 1933,
         as  amended.  The  transfer  of this  security  is  subject  to certain
         restrictions set forth in the Stock and Asset Purchase Agreement, dated
         March 1, 2000. The issuer of this security will furnish a copy of these
         provisions to the holder hereof  without  charge upon written  request.
         The shares  represented  by this  security may only be sold on a public
         market   through  a   broker-dealer   approved   in  writing  by  Koala
         Corporation.

         Each holder  desiring to transfer a Buyer Share first must  furnish the
Buyer with a written  opinion  reasonably  satisfactory to the Buyer in form and
substance  from  counsel  reasonably  satisfactory  to the  Buyer by  reason  of
experience to the effect that the holder may transfer the Buyer Share as desired
without registration under the Securities Act. In addition, no Seller shall sell
any Buyer  Shares on the Nasdaq  National  Market (or any other stock  market on
which the  Koala  Common  Stock  shall  trade)  except  through a  broker-dealer
approved in writing by Buyer.

         Section  5.7.     Financial Statements. Sellers shall  cause,  at their
expense,  audited  financial  statements for the fiscal year ended September 30,
1998 to be  prepared as soon as  practicable,  but in no case later than 60 days
after the Closing,  in  accordance  with GAAP,  the  Securities  Act of 1933, as
amended,  the  Securities  Exchange Act of 1934,  and the rules and  regulations
thereunder.

                                   ARTICLE VI

                    Remedies for Breaches of This Agreement.
                    ----------------------------------------

         Section 6.1.      Survival of Representations and Warranties.

         All of the  representations  and warranties of the Parties contained in
this Agreement  shall survive the Closing  hereunder  (even if the damaged Party
knew or had reason to know of any  misrepresentation  or breach of  warranty  or
covenant  at the time of  Closing)  for a period of two years  from the  Closing
Date.

         Section 6.2.      Indemnification Provisions for Benefit of the Buyer.

                  (a) In the event any of the Sellers  breaches (or in the event
         any third  party  alleges  facts that,  if true,  would mean any of the
         Sellers has  breached) any of his or its  representations,  warranties,
         and covenants contained herein (other than the covenants in Section 2.1
         above and the  representations  and  warranties  in Section 3.1 above),
         and, if there is an applicable  survival period pursuant to Section 6.1
         above,   provided   that  the   Buyer   makes  a   written   claim  for
         indemnification  against  any of the  Sellers  pursuant  to Section 8.8
         below within such survival  period,  then each of the Sellers agrees to
         indemnify  the Buyer  from and  against  the  entirety  of any  Adverse
         Consequences  the Buyer may  suffer  through  and after the date of the
         claim for indemnification (including any Adverse Consequences the Buyer
         may suffer after the end of any applicable  survival period)  resulting
         from,  arising out of,  relating to, in the nature of, or caused by the
         breach (or the alleged breach).

                  (b) In the event any of the Sellers  breaches (or in the event
         any third  party  alleges  facts that,  if true,  would mean any of the
         Sellers has  breached) any of his or its covenants in Section 2.1 above
         or any of his or its  representations  and  warranties  in Section  3.1
         above,  and,  if there is an  applicable  survival  period  pursuant to
         Section 6.1 above,  provided  that the Buyer makes a written  claim for
         indemnification against the Seller pursuant to Section 8.8 below within
         such survival  period,  then each of the Sellers agree to indemnify the
         Buyer from and against the  entirety  of any Adverse  Consequences  the
         Buyer  may  suffer  through  and  after  the  date  of

                                       20
<PAGE>
         the  claim  for indemnification  (including  any  Adverse  Consequences
         the  Buyer may  suffer after the end of any applicable survival period)
         resulting  from,  arising  out  of,  relating  to, in the nature of, or
         caused by the breach (or the alleged breach).

                  (c) Each of the Sellers agrees to indemnify the Buyer from and
         against the entirety of any Adverse  Consequences  the Buyer may suffer
         resulting  from,  arising  out of,  relating  to, in the  nature of, or
         caused by any  Liability  of the Target (x) for any Taxes of the Target
         with respect to any Tax year or portion thereof ending on or before the
         Closing Date (or for any Tax year beginning before and ending after the
         Closing Date to the extent allocable (determined in a manner consistent
         with  Section 7.3) to the portion of such period  beginning  before and
         ending on the Closing Date), to the extent such Taxes are not reflected
         in the reserve for Tax Liability  (rather than any reserve for deferred
         Taxes  established to reflect timing  differences  between book and Tax
         income) shown on the face of the Most Recent Balance Sheet (rather than
         in any notes  thereto),  as such reserve is adjusted for the passage of
         time  through the Closing Date in  accordance  with the past custom and
         practice  of the  Target in  filing  its Tax  Returns,  and (y) for the
         unpaid Taxes of any Person (other than the Target)  under Reg.  Section
         1.1502-6 (or any similar provision of state, local, or foreign law), as
         a transferee or successor, by contract, or otherwise.

                  (d) Each of the Sellers agrees to indemnify the Buyer from and
         against the entirety of any Adverse  Consequences  the Buyer may suffer
         resulting  from,  arising  out of, or  relating  to  conditions  on any
         property  owned or leased by Target that existed at or prior to Closing
         and that resulted or may result in Liability to Buyer  resulting  from,
         arising  out of,  or  relating  to  Environmental,  Health  and  Safety
         Requirements,  regardless  of whether such  conditions  were created or
         contributed to by the Target or Sellers.

         Section 6.3. Indemnification  Provisions for Benefit of the Sellers. In
the event the Buyer  breaches  (or in the event any third  party  alleges  facts
that, if true,  would mean the Buyer has  breached) any of its  representations,
warranties,  and  covenants  contained  herein,  and, if there is an  applicable
survival period pursuant to Section 6.1 above,  provided that any of the Sellers
makes a written claim for indemnification  against the Buyer pursuant to Section
8.8 below within such survival  period,  then the Buyer agrees to indemnify each
of the Sellers  from and against the  entirety of any Adverse  Consequences  the
Seller may suffer  through  and after the date of the claim for  indemnification
(including any Adverse  Consequences  the Seller may suffer after the end of any
applicable  survival period) resulting from, arising out of, relating to, in the
nature of, or caused by the breach (or the alleged breach).

         Section 6.4. Matters Involving Third Parties.

                  (a) If  any  third   party   shall   notify  any  Party  (the
         "Indemnified Party") with respect to any matter (a "Third Party Claim")
         which may give rise to a claim for  indemnification  against  any other
         Party  (the  "Indemnifying  Party")  under  this  Section  6,  then the
         Indemnified Party shall promptly notify each Indemnifying Party thereof
         in  writing;  provided,  however,  that  no  delay  on the  part of the
         Indemnified Party in notifying any Indemnifying Party shall relieve the
         Indemnifying  Party  from any  obligation  hereunder  unless  (and then
         solely to the extent) the Indemnifying Party thereby is prejudiced.

                  (b) Any  Indemnifying  Party will have the right to defend the
         Indemnified  Party  against the Third  Party Claim with  counsel of the
         Indemnifying  Party's choice  satisfactory to the Indemnified  Party so
         long as (A) the  Indemnifying  Party notifies the Indemnified  Party in
         writing within 15 days after the Indemnified  Party has given notice of
         the Third Party Claim that the  Indemnifying  Party will  indemnify the
         Indemnified  Party  from  and  against  the  entirety  of  any  Adverse
         Consequences the Indemnified  Party may suffer resulting from,  arising
         out of,  relating  to, in the nature  of, or caused by the Third  Party
         Claim, (B) the Indemnifying  Party provides the Indemnified  Party with
         evidence  acceptable  to the  Indemnified  Party that the  Indemnifying
         Party will have the  financial  resources  to defend  against the Third
         Party Claim and fulfill its indemnification  obligations hereunder, (C)
         the Third Party Claim  involves only money damages and does not seek an
         injunction or other equitable relief,  (D) settlement of, or an adverse
         judgment  with  respect  to, the Third  Party Claim is not, in the good
         faith  judgment  of  the  Indemnified  Party,  likely  to  establish  a
         precedential  custom or  practice  adverse to the  continuing  business
         interests of the  Indemnified  Party,  and (E) the  Indemnifying  Party
         conducts the defense of the Third Party Claim actively and diligently.

                  (c) So  long  as the  Indemnifying  Party  is  conducting  the
         defense of the Third  Party Claim in  accordance  with  Section  6.4(b)
         above, (A) the Indemnified Party may retain separate  co-counsel at its
         sole cost and expense and participate in the defense of the Third Party
         Claim,  (B) the Indemnified  Party will not consent

                                       21
<PAGE>
         to the entry  of any  judgment  or enter  into any  settlement  with
         respect to the  Third Party Claim without the prior written  consent of
         the Indemnifying  Party (not to be withheld unreasonably),  and (C) the
         Indemnifying  Party  will not  consent to the entry of any  judgment or
         enter  into any  settlement  with  respect  to  the Third  Party  Claim
         without the prior written consent of  the Indemnified  Party (not to be
         withheld unreasonably).

                  (d) In the event any of the conditions in Section 6.4(b) above
         is or  becomes  unsatisfied,  however,  (A) the  Indemnified  Party may
         defend against,  and consent to the entry of any judgment or enter into
         any settlement  with respect to, the Third Party Claim in any manner it
         may deem appropriate (and the Indemnified  Party need not consult with,
         or obtain  any  consent  from,  any  Indemnifying  Party in  connection
         therewith), (B) the Indemnifying Parties will reimburse the Indemnified
         Party promptly and periodically for the costs of defending  against the
         Third Party Claim (including attorneys' fees and expenses), and (C) the
         Indemnifying   Parties   will  remain   responsible   for  any  Adverse
         Consequences the Indemnified  Party may suffer resulting from,  arising
         out of,  relating  to, in the nature  of, or caused by the Third  Party
         Claim to the fullest extent provided in this Section 6.

         Section 6.5. Determination of  Adverse Consequences.  The Parties shall
take into account the time cost of money in determining Adverse Consequences for
purposes of this Section 6. All  indemnification  payments  under this Section 6
shall be deemed adjustments to the Purchase Price.

         Section 6.6. Recoupment by Offset of Holdback. The Buyer shall have the
option of recouping  all or any part of any Adverse  Consequences  it may suffer
(in lieu of seeking any indemnification  which it is entitled under this Section
6) by  notifying  any Seller  that the Buyer is  reducing  the  amounts  payable
pursuant  to Section  2.2(b).  Buyer  shall no longer be  obligated  to pay such
amounts for which notice has been given.

         Section 6.7.  Recoupment  by Offset of Additional  Consideration  . The
Buyer  shall  have  the  option  of  recouping  all or any  part of any  Adverse
Consequences it may suffer (in lieu of seeking any  indemnification  to which it
is  entitled  under this  Section 6) by  notifying  any Seller that the Buyer is
reducing the amounts payable  pursuant to Section 2.2(d).  Buyer shall no longer
be obligated to pay such amounts for which notice has been given.

         Section  6.8. Other   Indemnification   Provisions.    The   foregoing
indemnification  provisions  are in addition to, and not in  derogation  of, any
statutory,  equitable,  or common law remedy (including  without  limitation any
such remedy arising under  Environmental,  Health, and Safety  Requirements) any
Party may have with respect to the Target or the  transactions  contemplated  by
this  Agreement.  Each of the Sellers  hereby agrees that he or it will not make
any claim for  indemnification  against the Target by reason of the fact that he
or it was a  director,  officer,  employee,  or agent of any such  entity or was
serving at the  request  of any such  entity as a  partner,  trustee,  director,
officer,  employee,  or agent  of  another  entity  (whether  such  claim is for
judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
expenses,  or  otherwise  and whether  such claim is  pursuant  to any  statute,
charter document,  bylaw,  agreement,  or otherwise) with respect to any action,
suit, proceeding,  complaint, claim, or demand brought by the Buyer against such
Seller (whether such action, suit,  proceeding,  complaint,  claim, or demand is
pursuant to this Agreement, applicable law, or otherwise).

         Section 6.9.  Special  Limitations.   The  obligations  of  a  Party to
indemnify for Adverse  Consequences shall be subject to

the following special limitations:

                  (a)  In  case  any  event  shall  occur  that  would otherwise
         entitle either party to assert a Claim for  indemnification  hereunder,
         no Adverse Consequences shall be deemed to have  been sustained by such
         party to the extent of (I) any  tax savings  actually  realized by such
         party  with  respect  thereto  that  would  not  have  otherwise   been
         realized,   or   (ii)   any   payments   (by    way  of   contribution,
         indemnification or otherwise) irrevocably  eceived from a third party.

                  (b)  Any  Indemnifying   Party  shall  be  subrogated  to  the
         Indemnified  Party's  rights  of  recovery  to the  extent  of any loss
         satisfied  by the  Indemnifying  Party.  The  Indemnified  party  shall
         execute and deliver  such  instruments  and papers as are  necessary to
         assign such rights and cooperate in the exercise thereof.

                                       22
<PAGE>
                  (c)  An  Indemnified  Party  is not entitled to be indemnified
          for any Adverse  Consequences unless and until the aggregate amount of
          such Adverse  Consequences  exceeds $20,000,  and then for all Adverse
          Consequences (i.e., if a Party incurs $25,000 in Adverse Consequences,
          the Indemnifying Party shall pay $25,000).

                  (d)  The maximum amount  of Adverse Consequences against which
          an  Indemnified  Party is entitled  to  indemnification  hereunder  is
          $5,000,000;  provided,  however, that there shall be no maximum amount
          of Adverse Consequences against which an Indemnified Party is entitled
          to  indemnification  with  respect to breaches of  representations  or
          warranties  relating to Environmental,  Health and Safety Requirements
          or pursuant to Section  6.2(d)  hereof.  Following  the  Closing,  the
          Parties shall use commercially  reasonable efforts to obtain insurance
          that covers any dverse Consequences relating to Environmental,  Health
          and Safety  Requirements in excess of $5,000,000 and to mutually agree
          on the terms of such insurance.  The Buyer on one hand and the Sellers
          on the other hand shall equally split the costs of such insurance.


                                   ARTICLE VII

                                  Tax Matters.
                                  ------------

         The following  provisions shall govern the allocation of responsibility
as between Buyer and Sellers for certain Tax matters following the Closing Date:

         Section 7.1.   Tax Periods Ending on or Before the Closing Date.

         (a) Sellers  shall prepare or cause to be prepared and file or cause to
be filed all Tax returns  for the Target for all  periods  ending on or prior to
the Closing Date which are filed after the Closing Date.  Seller shall reimburse
Buyer for Taxes of the Target with respect to such periods  within  fifteen (15)
days after payment by Buyer or the Target of such Taxes to the extent such Taxes
are not reflected in the reserve for Tax Liability  (rather than any reserve for
deferred Taxes  established to reflect timing  differences  between book and Tax
income)  shown on the face of the Target's  balance sheet as of the closing date
(the "Closing Balance Sheet").

         (b) Any such Return shall be prepared in a manner  consistent with past
practice  and without a change of any  election or  accounting  method.  Sellers
shall  permit  Buyer to review and comment on each such Tax Return  described in
the  preceding  sentence at least thirty (30)  business days prior to the filing
due date (with extensions). If Buyer, within ten (10) days after delivery of any
such proposed Return notifies Sellers in writing that Buyer objects to any items
in such  Return,  the  parties  will  negotiate  in good faith to  resolve  such
dispute.  If the parties fail to resolve  such dispute  within five (5) business
days, the disputed  items shall be resolved  (within a reasonable  time,  taking
into  account the filing  deadline of such  Return) by a  nationally  recognized
independent  accounting  firm chosen and mutually  acceptable to both Buyers and
Sellers.  Upon  resolution  of all such  items,  the  relevant  Return  shall be
adjusted  to  reflect  such  resolution  and shall be binding  upon the  parties
without further adjustment. The costs, fees and expenses of such accounting firm
shall be borne equally by Buyer and the Sellers.

         Section 7.2.   Tax  Periods  Beginning  Before  and  Ending  After  the
Closing  Date.  Buyer shall prepare or cause to be prepared and file or cause to
be filed any Tax  Returns of the Target for Tax periods  which begin  before the
Closing Date and end after the Closing  Date.  Sellers shall pay to Buyer within
fifteen  (15) days after the date on which  Taxes are paid with  respect to such
periods  an amount  equal to the  portion  of such  Taxes  which  relates to the
portion of such  Taxable  period  ending on the Closing  Date to the extent such
Taxes are not  reflected  in the  reserve  for Tax  Liability  (rather  than any
reserve for deferred Taxes  established to reflect  timing  differences  between
book and Tax  income)  shown  on the  face of the  Closing  Balance  Sheet.  For
purposes  of this  Section,  in the  case of any  Taxes  that are  imposed  on a
periodic  basis and are payable for a Taxable period that includes (but does not
end on) the Closing  Date,  the portion of such Tax which relates to the portion
of such Taxable  period  ending on the Closing Date shall (x) in the case of any
Taxes other than Taxes based upon or related to income or receipts, be deemed to
be the amount of such Tax for the entire Taxable period multiplied by a fraction
the numerator of which is the number of days in the Taxable period ending on the
Closing  Date and the  denominator  of which is the number of days in the entire
Taxable  period,  and (y) in the case of any Tax based upon or related to income
or receipts be deemed equal to the amount which would be payable if the

                                       23
<PAGE>
relevant  Taxable  period ended on the Closing Date.  Any credits  relating to a
Taxable period that begins before and ends after the Closing Date shall be taken
into account as though the relevant  Taxable  period ended on the Closing  Date.
All determinations  necessary to give effect to the foregoing  allocations shall
be made in a manner consistent with prior practice of the Target. The provisions
of Section 7.1(b) shall apply to such Returns.

         Section 7.3. Cooperation on Tax Matters.

                  (a) Buyer,  the Target and Sellers shall  cooperate  fully, as
         and  to  the  extent  reasonably  requested  by  the  other  Party,  in
         connection with the filing of Tax Returns  pursuant to this Section and
         any audit,  litigation or other proceeding with respect to Taxes.  Such
         cooperation  shall  include the  retention  and (upon the other party's
         request) the provision of records and  information  that are reasonably
         relevant to any such audit,  litigation or other  proceeding and making
         employees   available  on  a  mutually   convenient  basis  to  provide
         additional   information  and  explanation  of  any  material  provided
         hereunder.

                  (b) Buyer and Sellers  further  agree,  upon  request,  to use
         their best efforts to obtain any certificate or other document from any
         governmental  authority  or any  other  Person as may be  necessary  to
         mitigate, reduce or eliminate any Tax that could be imposed (including,
         but not  limited  to,  with  respect to the  transactions  contemplated
         hereby).

                  (c) Buyer and Sellers further agree, upon request,  to provide
         the other party with all information  that either party may be required
         to  report  pursuant  to  Section  6043 of the  Code  and all  Treasury
         Department Regulations promulgated thereunder.

         Section  7.4. Tax Sharing  Agreements.  All tax sharing  agreements  or
similar  agreements  with respect to or involving the Target shall be terminated
as of the Closing  Date and,  after the Closing  Date,  the Target  shall not be
bound thereby or have any liability thereunder.

         Section 7.5.  Certain Taxes.  All transfer,  documentary,  sales,  use,
stamp,  registration  and other such Taxes and fees (including any penalties and
interest)  incurred in connection  with this  Agreement  (including any New York
State Gains Tax, New York City Transfer Tax and any similar tax imposed in other
states or subdivisions), shall be paid by Sellers when due, and Sellers will, at
their own expense,  file all necessary Tax Returns and other  documentation with
respect to all such transfer,  documentary,  sales, use, stamp, registration and
other Taxes and fees,  and, if required by applicable  law, Buyer will, and will
cause its affiliates to, join in the execution of any such Tax Returns and other
documentation.

                                  ARTICLE VIII

                                 Miscellaneous.
                                 --------------

         Section 8.1. Nature of Certain Obligations.

                  (a) The  covenants of each of the Sellers in Section 2.1 above
         concerning  the sale of his or its  Target  Shares to the Buyer and the
         representations  and  warranties  of each of the Sellers in Section 3.1
         above  concerning the transaction are several  obligations.  This means
         that the  particular  Seller making the  representation,  warranty,  or
         covenant will be solely responsible to the extent provided in Section 6
         above for any Adverse  Consequences the Buyer may suffer as a result of
         any breach thereof.

                  (b) The  remainder  of the  representations,  warranties,  and
         covenants in this  Agreement are joint and several  obligations of each
         of Rick Briggs, Rick Briggs 1998 Trust and Fred Frantz. This means that
         each of Rick  Briggs,  Rick  Briggs  1998 Trust and Fred Frantz will be
         responsible to the extent  provided in Section 6 above for the entirety
         of any  Adverse  Consequences  the Buyer may  suffer as a result of any
         breach thereof.

         Section 8.2. Press Releases and Public  Announcements.  No Seller shall
issue any press release or make any public announcement  relating to the subject
matter of this Agreement without the prior written approval of the Buyer.

                                       24
<PAGE>
         Section 8.3. No Third-Party Beneficiaries.  This  Agreement  shall  not
confer any rights or remedies upon any Person other

than the Parties and their respective successors and permitted assigns.

         Section 8.4. Entire Agreement.  This Agreement (including the documents
referred  to herein)  constitutes  the entire  agreement  among the  Parties and
supersedes any prior understandings,  agreements, or representations by or among
the  Parties,  written  or oral,  to the extent  they  related in any way to the
subject matter hereof.

         Section 8.5. Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties  named herein and their  respective
successors and permitted  assigns.  No Party may assign either this Agreement or
any of his or its rights,  interests, or obligations hereunder without the prior
written approval of the Buyer and the Requisite Sellers; provided, however, that
the Buyer may (i) assign any or all of its rights and interests hereunder to one
or more of its  Affiliates  and (ii)  designate one or more of its Affiliates to
perform  its  obligations  hereunder  (in any or all of which  cases  the  Buyer
nonetheless  shall  remain  responsible  for  the  performance  of  all  of  its
obligations hereunder).

         Section 8.6. Counterparts.  This  Agreement  may  be executed in one or
more counterparts,  each of  which  shall be deemed an original but all of which
together will constitute one and the same instrument.

         Section 8.7. Headings. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         Section 8.8. Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

         If to the Sellers:                Copy to:
         ------------------                --------
         c/o Rick Briggs                   Tooze Duden Creamer Frank & Hutcheson
         64 Maple Grove                    333 S.W. Taylor Street
         Springfield, IL  62707            Portland, OR 97204
         Fax:  (217) 585-0239              Fax:  (503) 223-5550
                                           Attn:  Tod A. Northman, Esq.

         If to the Buyer:                  Copy to:
         ----------------                  --------
         Koala Corporation                 Faegre & Benson, LLP
         11600 E. 53rd Avenue, Unit D      2500 Republic Plaza
         Denver CO 80239                   370 17th Street
         Fax:  (303) 770-3934              Denver, CO 80202
         Attn:  Mark Betker                Fax:  (303) 820-0600
                                           Attn:  Douglas R. Wright, Esq.

                  Any Party may send any  notice,  request,  demand,  claim,  or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including  personal  delivery,  expedited  courier,
messenger service,  telecopy,  telex, ordinary mail, or electronic mail), but no
such notice,  request,  demand, claim, or other communication shall be deemed to
have been duly given  unless and until it actually  is received by the  intended
recipient. Any Party may change the address to which notices, requests, demands,
claims,  and other  communications  hereunder  are to be delivered by giving the
other Parties notice in the manner herein set forth.

         Section 8.9.  Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the domestic laws of the State of Colorado  without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Colorado or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Colorado.

         Section 8.10.  Amendments and Waivers. No amendment of any provision of
this Agreement  shall be valid unless the same shall be in writing and signed by
the  Buyer and the  Requisite  Sellers.  No waiver by any Party of any  default,
misrepresentation,   or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or not,  shall be  deemed  to  extend  to any  prior or  subsequent
default,  misrepresentation,  or breach of  warranty or  covenant  hereunder  or
affect in any way any rights  arising by virtue of any prior or subsequent  such
occurrence.

                                       25
<PAGE>
         Section  8.11. Severability.  Any term  or provision of this  Agreement
that is invalid or unenforceable in any situation in any jurisdiction  shall not
affect the validity or  enforceability  of the  remaining  terms and  provisions
hereof or the validity or  enforceability  of the offending term or provision in
any other situation or in any other jurisdiction.

         Section  8.12. Expenses.  Each of the  Parties and the Target will bear
his or its own costs and expenses  (including legal fees and expenses)  incurred
in connection with this Agreement and the transactions  contemplated hereby. The
Sellers agree that the Target has not borne or will not bear any of the Sellers'
costs  and  expenses  (including  any of  their  legal  fees  and  expenses)  in
connection with this Agreement or any of the transactions contemplated hereby.

         Section 8.13.  Construction.  The Parties have participated  jointly in
the  negotiation  and drafting of this  Agreement.  In the event an ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including"  shall mean including  without  limitation.  The Parties intend
that each  representation,  warranty,  and covenant  contained herein shall have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the first representation, warranty, or covenant.

         Section 8.14.  Incorporation of Exhibits,  Annexes, and  Schedules. The
Exhibits,  Annexes, and Schedules identified in this Agreement are  incorporated
herein by reference and made a part hereof.

         Section 8.15.  Specific  Performance.  Each of the Parties acknowledges
and agrees that the other Parties would be damaged  irreparably in the event any
of the provisions of this  Agreement are not performed in accordance  with their
specific  terms or  otherwise  are  breached.  Accordingly,  each of the Parties
agrees that the other Parties shall be entitled to an injunction or  injunctions
to  prevent  breaches  of the  provisions  of  this  Agreement  and  to  enforce
specifically  this Agreement and the terms and  provisions  hereof in any action
instituted  in any  court of the  United  States  or any  state  thereof  having
jurisdiction  over the Parties and the matter  (subject  to the  provisions  set
forth in Section 8.16 below),  in addition to any other remedy to which they may
be entitled, at law or in equity.

         Section 8.16.  Submission to Jurisdiction.  Each of the Parties submits
to the jurisdiction of any state or federal court sitting in the City and County
of Denver,  Colorado,  in any action or proceeding arising out of or relating to
this Agreement and agrees that all claims in respect of the action or proceeding
may be heard and  determined  in any such  court.  Each Party also agrees not to
bring any action or proceeding  arising out of or relating to this  Agreement in
any other court. Each of the Parties waives any defense of inconvenient forum to
the  maintenance  of any action or  proceeding  so brought  and waives any bond,
surety, or other security that might be required of any other Party with respect
thereto.

         Section 8.17.  General  Release.  Each Seller  releases,  acquits,  and
forever discharges the Target, its shareholders,  officers,  directors,  agents,
employees, affiliates, licensors, counsel and accountants from any and all past,
present or future claims,  rights,  demands,  obligations,  actions or causes of
action,  whether  known or unknown  arising  from such  Seller's  position as an
officer, director, shareholder, employee, agent or licensor of the Target.

         Section 8.18   Legal Counsel.  The  Parties acknowledge and agree that,
in connection  with this Agreement  and the  transactions  contemplated  hereby,
Buyer was represented by Faegre & Benson,  LLP and Sheridan Ross PC; the Target,
Rick Briggs and  the Rick Briggs  1998 Trust were  represented  by  Tooze  Duden
Creamer Frank & Hutcheson and the remaining Parties were either  represented  by
other counsel or chose not to be represented by legal counsel.

         Section 8.19 Termination of License Agreements. The Parties acknowledge
and agree that all license agreements (both written and oral) between the Target
and any of the Sellers for Intellectual Property that will be owned by Target of
Koala after closing are hereby terminated.

                                       26
<PAGE>
        IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement on
the date first above written.

KOALA CORPORATION                                 RICK BRIGGS 1998 TRUST
                                                  under Declaration of Trust
                                                  dated July 23, 1998

By:                                               ----------------------------
   -------------------------                      Rick Briggs, Trustee
Title:
      ----------------------

----------------------------                      ----------------------------
Rick Briggs                                       Mark Weston


----------------------------                      ----------------------------
Fred Frantz                                       Denise Weston


----------------------------                      ----------------------------
Richard Chaix                                     Brendan Cuddihee


----------------------------                      ----------------------------
Richard Schuder                                   Mark Aragona


----------------------------                      ----------------------------
Shelly Katz                                       Scott Campbell


----------------------------                      ----------------------------
Tom Mallonee                                      Carin Brown


----------------------------                      ----------------------------
Louis Camarata                                    Lynda Reynolds


----------------------------                      ----------------------------
Maureen Lochtefeld                                Diane Schuder


                                       27