PREMIER PARKS INC, S-2, 1996-11-21

PREMIER PARKS INC
S-2, 1996-11-21
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1996

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PREMIER PARKS INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 73-6137714
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

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<TABLE>
<S> <C>
KIERAN E. BURKE
11501 NORTHEAST EXPRESSWAY 11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131 OKLAHOMA CITY, OKLAHOMA 73131
TEL: (405) 475-2500 TEL: (405) 475-2500
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of Registrant's principal executive number, including area code, of agent for service)
offices)
</TABLE>

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COPIES TO:

<TABLE>
<S> <C>
JAMES M. COUGHLIN, ESQ. THOMAS R. BROME, ESQ.
BAER MARKS & UPHAM LLP CRAVATH, SWAINE & MOORE
805 THIRD AVENUE WORLDWIDE PLAZA
NEW YORK, NEW YORK 10022 825 EIGHTH AVENUE
TEL: (212) 702-5819 NEW YORK, NEW YORK 10019
TEL: (212) 474-1000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. / /

If the registrant elects to deliver its latest annual report to
securityholders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.05......... 4,600,000 (1) $32.625 (2) $150,075,000 $45,478
</TABLE>

(1) Includes 600,000 shares of Common Stock which may be issued upon exercise of
the Underwriters' over-allotment options. See "Underwriting."

(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
EXPLANATORY NOTE

The Prospectus relating to the Common Stock being registered hereby to be
used in connection with a United States offering (the "U.S. Prospectus") is set
forth following this page. The Prospectus to be used in connection with a
concurrent international offering (the "International Prospectus") will consist
of alternate pages set forth following the U.S. Prospectus and the balance of
the pages included in the U.S. Prospectus for which no alternate is provided.
The U.S. Prospectus and the International Prospectus are identical except that
they contain different front and back cover pages and the International
Prospectus contains an additional section under the caption "Certain United
States Federal Tax Consequences to Non-United States Holders." Alternate pages
for the International Prospectus are separately designated.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

Subject to Completion, dated November 21, 1996

[LOGO]

4,000,000 SHARES
PREMIER PARKS INC.
COMMON STOCK
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All of the shares of Common Stock offered hereby are being sold by Premier
Parks Inc. (the "Company" or "Premier"). Of the 4,000,000 shares of Common Stock
offered, 3,400,000 shares are being offered initially inside the United States
and Canada in a United States offering (the "U.S. Offering") by the U.S.
Underwriters and 600,000 shares are being offered outside the United States and
Canada in a concurrent offering (the "International Offering") by the
International Managers (together with the U.S. Underwriters, the
"Underwriters"). These offerings are collectively referred to herein as the
"Offering." See "Underwriting."

The Common Stock is quoted on the Nasdaq National Market ("NASDAQ") under
the symbol "PARK." On November 20, 1996, the last sales price of the Common
Stock, as reported on NASDAQ, was $32 1/2 per share. See "Price Range of Common
Stock."

Concurrently with the Offering, the Company is offering under a separate
prospectus $ million aggregate principal amount of % Senior Notes (the "New
Notes") due (the "Concurrent Offering" and, together with the Offering,
the "Offerings"). Neither the Offering nor the Concurrent Offering is
conditioned upon completion of the other. See "Description of Indebtedness --
The New Notes."
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SEE "RISK FACTORS" BEGINNING ON PAGE 13 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION

TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY (2)
<S> <C> <C> <C>
Per Share................................. $ $ $
Total(3).................................. $ $ $
</TABLE>

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(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $ .

(3) The Company has granted options to the Underwriters to purchase up to
600,000 additional shares of Common Stock on the same terms and conditions
as set forth herein solely to cover over-allotments, if any. If such options
are exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
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The shares of Common Stock offered by this Prospectus are offered by the
U.S. Underwriters subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by the
U.S. Underwriters and to certain further conditions. It is expected that
delivery of the shares of Common Stock will be made at the offices of Lehman
Brothers Inc., New York, New York, on or about , 1996.
------------------------

LEHMAN BROTHERS
FURMAN SELZ
SMITH BARNEY INC.

, 1996.
<PAGE>
ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Proxy statements, periodic reports and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission's principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and the regional
offices of the Commission at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60661.
Copies of such material can be obtained from the public reference facilities of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a Website (http://www.sec.gov) that also contains such reports, proxy
statements and other information filed by the Company. Such reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the Nasdaq National Market, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on Form
S-2 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the Common Stock offered hereby. For
purposes hereof, the term "Registration Statement" means the original
Registration Statement and any and all amendments thereto. In accordance with
the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement and the schedules
and exhibits thereto. Each statement made in this Prospectus concerning a
document filed as an exhibit to the Registration Statement is qualified in its
entirety by reference to such exhibit for a complete statement of its
provisions. For further information pertaining to the Company and the Common
Stock, reference is made to such Registration Statement, including the exhibits
and schedules thereto, which may be inspected or obtained as provided in the
foregoing paragraph.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus and made a part hereof as of
their respective dates:

1. The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1995.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.

3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.

4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.

5. The Company's Current Report on Form 8-K, dated November 13, 1996.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed to: Premier Parks
Inc., 11501 Northeast Expressway, Oklahoma City, Oklahoma 73131, Attention:
Richard A. Kipf, Corporate Secretary (telephone number: (405) 475-2500, Ext.
219).

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED, ON NASDAQ, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THE OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE
10b-6A UNDER THE EXCHANGE ACT. SEE "UNDERWRITING."

This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this
Prospectus, including, without limitation, the statements under "Prospectus
Summary," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" and located elsewhere herein regarding
industry prospects and the Company's financial position are forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations are
disclosed in this Prospectus, both together with such forward-looking statements
and under "Risk Factors."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY AND SHOULD
BE READ IN CONJUNCTION WITH THE MORE DETAILED INFORMATION AND CONSOLIDATED
FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) APPEARING ELSEWHERE IN THIS
PROSPECTUS. UNLESS OTHERWISE INDICATED OR THE CONTEXT OTHERWISE REQUIRES, ALL
REFERENCES IN THIS PROSPECTUS ASSUME THAT THE UNDERWRITERS' OVER-ALLOTMENT
OPTIONS ARE NOT EXERCISED. AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT
REQUIRES OTHERWISE, THE TERMS THE "COMPANY" AND "PREMIER" MEAN PREMIER PARKS
INC. AND ITS CONSOLIDATED SUBSIDIARIES. THE INFORMATION WITH RESPECT TO PREMIER
CONTAINED IN THIS PROSPECTUS, OTHER THAN THE HISTORICAL FINANCIAL DATA, REFLECTS
THE ACQUISITIONS OF ELITCH GARDENS AMUSEMENT PARK ("ELITCH GARDENS") IN DENVER,
COLORADO (THE "DENVER ACQUISITION") AND TWO WATER PARKS CALLED WATERWORLD/USA IN
NORTHERN CALIFORNIA (THE "CALIFORNIA ACQUISITION"), EACH OF WHICH WERE
CONSUMMATED IN THE FOURTH QUARTER OF 1996, AS WELL AS THE PENDING ACQUISITION
("THE GREAT ESCAPE ACQUISITION") OF THE GREAT ESCAPE AND SPLASH WATER KINGDOM
("THE GREAT ESCAPE") IN LAKE GEORGE, NEW YORK SCHEDULED TO OCCUR ON DECEMBER 3,
1996 (COLLECTIVELY, THE "RECENT ACQUISITIONS" AND, TOGETHER WITH THE FUNTIME
ACQUISITION AS DEFINED BELOW, THE "ACQUISITIONS").

THE COMPANY

The Company is a leading U.S. theme park company which, after completion of
the Recent Acquisitions, will own and operate ten regional parks. Based on 1996
attendance of approximately 6.6 million at these parks, the Company is the fifth
largest domestic regional park operator. After giving pro forma effect to the
Recent Acquisitions as if they had occurred on October 1, 1995, the Company's
total revenue and earnings before interest, taxes, depreciation and amortization
("EBITDA") for the twelve months ended September 30, 1996 would have been
approximately $139.6 million and $40.9 million, respectively. See "-- Recent
Transactions" and "-- Summary Historical and Pro Forma Data," including notes 6
and 15 thereto.

The Company's parks are located in eight geographically diverse markets with
concentrated populations, including (i) Baltimore/Washington DC; (ii)
Buffalo/Rochester; (iii) Cleveland; (iv) Columbus, Ohio; (v) Oklahoma City; (vi)
Denver; (vii) Lake George/Albany; and (viii) San Francisco Bay/Sacramento. The
Company seeks to provide its customers with quality family entertainment that is
affordably priced and close to home. In 1996, the six parks owned by the Company
prior to the Recent Acquisitions drew, on average, approximately 88.0% of their
patrons from within a 100-mile radius, with approximately 38.4% of visitors
utilizing group and other pre-sold tickets and approximately 16.5% utilizing
season passes. Each of the Company's parks is individually themed and provides a
complete family-oriented entertainment experience. The Company's theme parks
generally offer a broad selection of state-of-the-art and traditional thrill
rides, water attractions, themed areas, concerts and shows, restaurants, game
venues and merchandise outlets.

Since current management assumed control in 1989, the Company has acquired
eight parks and achieved significant internal growth. In addition, the Company
expects to acquire The Great Escape on December 3, 1996. As a result of the
Company's operating strategy, during the three years ended December 31, 1995,
the three parks owned by the Company during that entire period achieved internal
growth in attendance, revenue and EBITDA at compounded annual rates of 12.7%,
17.1% and 41.8%, respectively. In August 1995, the Company acquired three of its
parks through its acquisition (the "Funtime Acquisition") of Funtime Parks, Inc.
("Funtime"). During the first nine months of 1996, these three parks achieved
internal growth in attendance, revenue and park-level operating cash flow
(representing all park operating revenues and expenses without depreciation and
amortization or allocation of corporate overhead or interest expenses) of 15.0%,
23.9% and 46.0%, respectively, compared to the comparable period of 1995.
Furthermore, after giving pro forma effect to the Recent Acquisitions as if they
had occurred on January 1, 1996, the Company has increased its attendance,
revenue and EBITDA from park operations by 5.9, 7.7 and 14.5 times,
respectively, from the nine months ended September 30, 1992, to the nine months
ended September 30, 1996.

3
<PAGE>
The Company believes that each of its parks benefits from limited direct
competition. The combination of limited supply of real estate appropriate for
theme park development, high initial capital investment, long development
lead-time and zoning restrictions provides each of the parks with a significant
degree of protection from competitive new theme park openings. Based on its
knowledge of the development of other theme parks in the United States, the
Company's management estimates that it would cost at least $100 million and
would take a minimum of two years to construct a new regional theme park
comparable to the Company's four largest parks.

The Company's senior and operating management team has extensive experience
in the theme park industry. Premier's three senior executive officers have
approximately 35 years aggregate experience in the industry and its seven
general managers have an aggregate of over 80 years experience in the industry,
including over 50 years at Premier's parks. See "Management."

The Company's strategy for achieving growth includes the following key
elements: (i) pursuing on-going growth opportunities at existing parks; (ii)
expanding existing parks; and (iii) making selective acquisitions.

PURSUING ON-GOING GROWTH OPPORTUNITIES AT EXISTING PARKS

The Company believes there are substantial opportunities for internal growth
at its existing parks. The Company seeks to increase revenue by increasing
attendance and per capita spending, while also maintaining strict control of
operating expenses. The primary elements used to achieve this objective are: (i)
adding rides and attractions and improving overall park quality; (ii) enhancing
marketing, sponsorship and group sales programs; (iii) implementing ticket
pricing strategies to maximize ticket revenues and park utilization; (iv) adding
and enhancing restaurants and merchandise and other revenue outlets; and (v)
adding special events. This approach is designed to exploit the operating
leverage inherent in the theme park business. Once parks achieve certain
critical attendance levels, operating cash flow margins increase because revenue
growth through incremental attendance gains and increased in-park spending is
not offset by a comparable increase in operating expenses, since a large portion
of such expenses is relatively fixed during any given year.

Management believes it has demonstrated the effectiveness of its strategy at
the parks owned prior to the Recent Acquisitions. Since acquiring Adventure
World (a combination theme and water park between Baltimore and Washington,
D.C.) in 1992, the Company has invested over $28.1 million in that park to add
numerous rides and attractions and to improve theming and landscaping. As a
result of these improvements, as well as aggressive and creative marketing and
sales strategies, Adventure World's attendance increased during the four seasons
ended 1996 at a compounded annual rate of 21.2%. Additionally, revenue and
park-level operating cash flow at Adventure World increased from $6.0 million
and $0.3 million, respectively, for the first nine months of 1992, to $15.2
million and $3.9 million, respectively, during the comparable period of 1996.

During the 1996 season, the Company began to apply its growth strategy at
the parks acquired in the Funtime Acquisition. While the Funtime parks generated
substantial and stable cash flows prior to their acquisition by Premier, they
lacked the sustained capital investment and creative marketing required to
realize their full potential. To take advantage of this opportunity, the Company
invested approximately $21.7 million at the Funtime parks prior to the 1996
season to add marketable rides and attractions and make other improvements and
implemented creative marketing and sales programs. As a result of this strategy,
during the first nine months of 1996, the three parks acquired in the Funtime
Acquisition achieved growth in attendance, revenue and park-level operating cash
flow of 15.0%, 23.9% and 46.0%, respectively, compared to the comparable period
of 1995.

4
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1998 seasons to add marketable rides and attractions (including a
"state-of-the-art" steel looping roller coaster and a "shoot-the-chute" giant
splash ride for the 1997 season), to improve landscaping and theming and to
enhance marketing programs. While The Great Escape (a combination theme and
water park) has shown solid performance over the past several years, the Company
believes that it can increase the park's attendance and operating cash flow
through the continued addition of attractions and the introduction of a more
extensive marketing strategy. The Company intends to invest between $8.0 million
and $12.0 million at The Great Escape for the 1997 and 1998 seasons to add
additional marketable rides and attractions (including a wave pool for the 1997
season) and to make other improvements. Finally, the Company believes that the
two water parks acquired in the California Acquisition (together with a family
entertainment center, "Waterworld") have growth potential, although more limited
than the other parks. The Company intends to add a marketable attraction to each
of the water parks in the next two to three years to achieve growth in
attendance and operating cash flow. See "Business -- Operating Strategy."

EXPANDING EXISTING PARKS

In addition to pursuing on-going growth opportunities at its parks, the
Company is considering a number of expansions at several of its parks in order
to increase attendance and per capita spending. For example, the Company expects
to expand its Darien Lake theme park and camping resort in western New York by
purchasing additional recreational vehicles (RV's) and may in the future
construct economy motel rooms to supplement the campground. In addition, the
Company may add campgrounds or an amphitheater at Frontier City, its
western-themed park in Oklahoma City. The Company is also considering adding a
more complete complement of "dry" rides to Wyandot Lake, which is currently
primarily a water park. In addition, the Company owns 400 acres adjacent to
Adventure World which are zoned for entertainment, recreational and residential
uses and are available for complementary uses. Additional acreage owned by the
Company and suitable for development exists at several of the Company's other
parks. The Company may use a portion of the proceeds of the Offerings to fund
expansions at its parks. See "Use of Proceeds."

MAKING SELECTIVE ACQUISITIONS

The U.S. regional theme park industry is highly fragmented with over 150
parks owned by over 100 operators. Management believes that, in addition to the
Recent Acquisitions, there are numerous acquisition opportunities that would
expand its business. The Company expects that a portion of the proceeds from the
Offerings will be used for such acquisitions. The Company's primary target for
acquisitions will continue to be regional parks with attendance between 300,000
and 1.5 million annually.

As the only owner of multiple parks in numerous markets that has been
actively making acquisitions of parks in this range over the last several years,
the Company believes it has a number of competitive advantages in acquiring
parks of this size. Historically, operators of destination or large regional
park chains have not generally sought to acquire parks in the Company's primary
target range and do not have the experience or management structure to readily
operate parks of that size profitably. Additionally, as a multi-park operator
with a track record of successfully acquiring, improving and repositioning
parks, the Company has numerous competitive advantages over single-park
operators in pursuing acquisitions and improving the operating results at
acquired parks. These advantages include the ability to (i) exercise group
purchasing power (for both operating and capital assets); (ii) achieve
administrative economies of scale; (iii) attract greater sponsorship revenue,
support from sponsors with nationally-recognized brands and marketing partners;
(iv) recruit and retain superior management; (v) optimize the use of capital
assets by rotating rides among its parks to provide fresh attractions; and (vi)
access capital markets. See "-- Recent Transactions," "Risk Factors --
Uncertainty of Future Acquisitions; Potential Effects of Acquisitions;
Discretionary Use of Proceeds," "Use of Proceeds," "Business -- Acquisition
Strategy" and -- Recent and Pending Acquisitions."

THE THEME PARK INDUSTRY

The theme park industry includes destination and regional parks. Destination
parks are designed primarily to attract visitors who travel long distances and
incur significant expense to visit the parks'

5
<PAGE>
attractions as part of an extended stay. Regional theme parks, such as those
operated by the Company, are designed to attract visitors for a full day or a
significant number of hours. Management views regional parks as those that draw
the majority of their patrons from within a 50-mile radius of the park and the
great majority of their visitors from within a 100-mile radius of the park.
Management believes that destination parks are typically more affected by the
national economy than are regional parks.

According to U.S. News & World Report, total North American amusement/theme
park attendance in 1995 was approximately 255 million, compared to 151 million
in 1970. Revenue for 1995 was approximately $5 billion, up from $321 million in
1970. These increases represent compound annual growth rates of 2.1% for
attendance and 11.6% for revenues over the twenty-five year period. According to
Amusement Business, a recognized industry publication, total attendance for the
40 largest parks in North America, which include both destination and regional
parks, was 144.5 million in 1995, compared to 123.4 million in 1991,
representing a compound annual growth rate of 4.0% over this period. The Company
believes that this growth in the industry reflects two trends: (i) demographic
growth in the 5-24 year old age group, which is expected to continue through
2010; and (ii) an increasing emphasis on family-oriented leisure and recreation
activities.

RECENT TRANSACTIONS

THE DENVER ACQUISITION. On October 31, 1996, the Company acquired
substantially all of the assets of Elitch Gardens Company, used in the operation
of Elitch Gardens, for $62.5 million in cash.

THE CALIFORNIA ACQUISITION. On November 19, 1996, the Company acquired
substantially all of the assets of FRE, Inc. (Family Recreational Enterprises,
Inc.) ("FRE") and Concord Entertainment Company, an affiliate of FRE
("Concord"), used in the operation of Waterworld for an aggregate cash purchase
price of $17.25 million.

THE GREAT ESCAPE ACQUISITION. Pursuant to an asset purchase agreement ("The
Great Escape Agreement"), the Company expects to acquire substantially all of
the assets of Storytown USA, Inc. and Fantasy Rides Corporation (collectively,
"Storytown") used in the operation of The Great Escape for a cash purchase price
of $33.0 million. The Great Escape Acquisition is scheduled to occur on December
3, 1996. All the conditions to closing (other than delivery of certain closing
documents and payment of the purchase price) have been satisfied.

NEW CREDIT FACILITY. In October 1996, the Company entered into a $115.0
million senior secured credit facility (the "New Credit Facility") with a
syndicate of banks to finance the Recent Acquisitions and capital expenditures
at existing and acquired parks and to provide working capital. Specifically, the
New Credit Facility provides for (i) a six-year $30.0 million revolving credit
facility (reducing to $15.0 million on October 31, 2001) for working capital and
general corporate purposes (the "Revolving Credit Facility"); and (ii) a
five-year multiple draw $85.0 million term loan facility to fund acquisitions
and make capital improvements prior to April 30, 1998 (the "Term Loan
Facility"). As of November 20, 1996, the Company had borrowed $ under
the Revolving Credit Facility and, after giving effect to The Great Escape
Acquisition and to borrowings the Company plans to make in respect of the
California Acquisition, will have borrowed $57.0 million under the Term Loan
Facility. Borrowings under the Revolving Credit Facility are secured by
substantially all of the assets of the Company's parks (other than real estate).
Borrowings under the Term Loan Facility are secured on a
non-cross-collateralized basis by the assets (including real estate, if
applicable) purchased with the proceeds of such borrowings, together with
guarantees, limited to approximately $17.5 million, by the Company's principal
subsidiaries. See "Description of Indebtedness." If the Concurrent Offering is
completed, the Company intends to repay in full the borrowings under the New
Credit Facility from a portion of the net proceeds thereof, which will result in
the termination of the Term Loan Facility. Prior to the consummation of the
Concurrent Offering, the Company will either amend the New Credit Facility to
permit the transactions contemplated by the Concurrent Offering and to provide
for the continuation (and possible expansion) of the Revolving Credit Facility
or terminate the entire New Credit Facility and enter into a new revolving
credit facility. See "Use of Proceeds."

6
<PAGE>
PUBLIC OFFERING; PREFERRED STOCK CONVERSION. In June 1996, the Company
completed a public offering of 3,938,750 shares of Common Stock (the "Public
Offering") at a price to the public of $18.00 per share, generating net proceeds
of approximately $65.2 million. In connection with the Public Offering, all of
the Company's outstanding shares of preferred stock (the "Preferred Stock"),
together with all accrued dividends thereon, were converted into an aggregate of
2,560,928 shares of Common Stock (the "Preferred Stock Conversion"). See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity, Capital Commitments and Resources."

THE OFFERING
<TABLE>
<S> <C>
Common Stock offered:(1)
U.S. Offering.............................. 3,400,000 shares

<CAPTION>
International Offering..................... 600,000 shares
---------------------------------------------
Total.................................... 4,000,000 shares
---------------------------------------------
---------------------------------------------
<S> <C>
Common Stock outstanding:(2)
prior to the Offering...................... 11,357,232 shares
after the Offering......................... 15,357,232 shares
Concurrent Offering.......................... Concurrently with the Offering, the Company
is offering $ million aggregate principal
amount of % Senior Notes (the "New Notes")
due . For a description of the material
provisions of the New Notes, see "Description
of Indebtedness--The New Notes." Neither the
Offering nor the Concurrent Offering is
conditioned on the consummation of the other.
Use of Proceeds.............................. The Company intends to apply the net proceeds
from the Offering to acquire and make
improvements at additional theme parks; to
fund improvements and expansion of the
Company's existing parks, including the parks
acquired and to be acquired in the Recent
Acquisitions; and for general corporate
purposes, including working capital
requirements. The Company intends to use a
substantial portion of the net proceeds from
the Concurrent Offering, if completed, to
fully repay borrowings under the New Credit
Facility, with the balance used in the same
manner as the net proceeds from the Offering.
See "Use of Proceeds."
NASDAQ symbol................................ "PARK"
</TABLE>

- ------------------------
(1) Excludes 600,000 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment options.
(2) Excludes (i) an aggregate of 45,039 shares of Common Stock issuable upon
exercise of warrants; (ii) an aggregate of 1,270,000 shares of Common Stock
reserved for issuance under the Company's Stock Incentive Plans, of which
options for 766,700 shares have been granted and options for 304,460 shares
are presently exercisable; (iii) 600,000 shares of Common Stock issuable
upon exercise of the Underwriters' over-allotment options; and (iv)
approximately 6,300 shares of Common Stock issuable to a charity in
connection with The Great Escape Acquisition. See "Business -- Recent and
Pending Acquisitions," "Management -- Stock Incentive Plans" and
"Underwriting."

7
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA DATA

The tables below contain certain summary historical and pro forma financial
and operating data for the Company and certain summary historical financial and
operating data for Funtime. The historical financial data for 1995 for the
Company includes Funtime from the date of acquisition (August 15, 1995). The pro
forma financial and operating data for the year ended December 31, 1995 give
effect to the Funtime Acquisition, the Denver Acquisition and the California
Acquisition as if they had occurred on January 1, 1995 and to The Great Escape
Acquisition as if it had occurred on November 1, 1994 (the first day of The
Great Escape's 1995 fiscal year). The pro forma financial and operating data for
the nine months ended September 30, 1996 give effect to the Recent Acquisitions
as if they had occurred on January 1, 1996. The following summary historical
financial and operating data of the Company as of September 30, 1996, for each
of the years in the three-year period ended December 31, 1995 and the nine
months ended September 30, 1995 and 1996 and of Funtime for each of the years in
the three-year period ended December 31, 1994, respectively, have been derived
from the financial statements of the Company and Funtime appearing elsewhere in
this Prospectus (which in the case of the unaudited consolidated financial
statements, in the opinion of management, include all adjustments (consisting of
only normal recurring adjustments) necessary for a fair presentation) and should
be read in conjunction with those financial statements (including the notes
thereto) and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." Other historical financial and operating data have been
derived from audited consolidated financial statements which are not included
herein.

The Company's business is highly seasonal. Results for the nine-month period
ended September 30, 1996 are not necessarily indicative of results to be
expected for the year ended December 31, 1996. Specifically, the parks do not
generate meaningful revenue during the fourth quarter of the year, but do incur
expenses during that quarter. Accordingly, the Company historically incurs a
loss for the fourth calendar quarter and expects to incur such a loss in the
fourth quarter of 1996.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PRO FORMA(3)
-------------
1991 1992(1) 1993 1994 1995(2) 1995
--------- --------- --------- --------- --------- -------------

<CAPTION>
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
THE COMPANY

STATEMENT OF OPERATIONS DATA:

Total revenue............................... $ 10,547 $ 17,392 $ 21,860 $ 24,899 $ 41,496 $ 125,941
Gross profit(4)............................. 4,096 4,921 7,787 7,991 13,220 48,139
Income from operations(4)................... 970 487 3,019 2,543 3,948 24,739
Interest expense, net....................... (858) (1,413) (1,438) (2,299) (5,578) (15,718)
Income (loss) from continuing operations.... (118) (1,735) 1,354 102 (1,045 (5) 4,997
Income (loss) from continuing operations per
common share (primary and fully
diluted).................................. $ (.26) $ (2.10) $ .51 $ .04 $ (.40 (5) $ .45

OTHER DATA:

EBITDA(6)................................... $ 2,246 $ 1,938 $ 4,562 $ 4,549 $ 7,706(7) $ 36,216
Net cash provided by operating
activities(8)............................. $ 1,924 $ 1,980 $ 2,699 $ 1,060 $ 10,646(9) $ 28,566
Depreciation and amortization............... $ 1,107 $ 1,442 $ 1,537 $ 1,997 $ 3,866 $ 11,742
Capital expenditures(10).................... $ 4,508 $ 3,956 $ 7,674 $ 10,108 $ 10,732 $ 48,578(11)
Total attendance............................ 828 1,116 1,322 1,408 2,302 12) 6,213
Revenue per visitor......................... $ 12.74 $ 15.58 $ 16.54 $ 17.68 $ 18.03 $ 19.95(13)
</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------
<S> <C> <C> <C> <C>
HISTORICAL PRO
HISTORICAL COMBINED HISTORICAL FORMA
1995(2) 1995 (14) 1996 1996(3)
----------- ----------- ----------- -----------

<CAPTION>
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT FOR PER SHARE AND PER
VISITOR AMOUNTS)
<S> <C> <C> <C> <C>
THE COMPANY
STATEMENT OF OPERATIONS DATA:

Total revenue........................................ $ 38,771 $ 77,054 $ 89,792 $ 135,981(15)
Gross profit(4)...................................... 16,540 29,066 40,611 61,310
Income from operations(4)............................ 9,707 16,241 25,248 38,114
Interest expense, net................................ (3,101) (6,163) (7,657) (11,121)
Income before extraordinary loss(5).................. $ 3,956 $ 6,074 $ 10,512 $ 15,903
Income before extraordinary loss per common share(5)
Primary............................................ $ 1.04 (14) $ 1.24 $ 1.36
Fully diluted...................................... $ 0.84 (14) $ 1.11 $ 1.36

OTHER DATA:

EBITDA(6)............................................ $ 11,928 $ 22,607 $ 30,788 $ 47,635 (15)
Net cash provided by operating activities(8)......... $ 13,794 $ 17,855 $ 10,222 $ 25,761 (15)
Depreciation and amortization........................ $ 2,258 $ 6,403 $ 5,599 $ 9,679
Capital expenditures(10)............................. $ 6,501 $ 8,203 $ 29,290 $ 32,582
Total attendance..................................... 2,159 (12 3,930 4,302 6,329
Revenue per visitor.................................. $ 17.96 $ 19.61 $ 20.87 $ 21.23 (13)
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
--------------------------------------------
<S> <C> <C> <C>
PRO PRO FORMA
ACTUAL FORMA(3) AS ADJUSTED(16)
----------- -------------- ---------------

<CAPTION>
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:

Cash and cash equivalents........................................... $ 73,766 $ 13,845 $
Total assets........................................................ $ 252,114 $ 309,114 $
Total long-term debt and capitalized lease obligations (excluding
current maturities)............................................... $ 92,350 $ 149,350 $
Stockholders' equity................................................ $ 121,574 $ 121,574 $
</TABLE>

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

(1) During 1992, the Company purchased Adventure World, as well as the
remaining minority interest in Frontier City. During 1992, the Company also
discontinued substantially all of its non-theme park operations through a
disposition transaction which significantly reduced the Company's assets and
indebtedness, as well as resulted in an extraordinary gain of $18,400,000,
which gain is not reflected in income (loss) from continuing operations. See
"The Company." During 1992, the Company also adopted Financial Accounting
Standards Board Statement No. 109, "Accounting for Income Taxes" ("Statement
109"), resulting in a decrease in net income of $2,300,000 which decrease is
not reflected in income (loss) from continuing operations.

(2) The Statement of Operations Data for 1995 reflects the results of the parks
acquired in the Funtime Acquisition from the date of acquisition, August 15,
1995.

(3) The pro forma financial and operating data for the year ended December 31,
1995 give effect to the Acquisitions and the related financings as if they
had occurred on January 1, 1995 (or on November 1, 1994 in the case of The
Great Escape Acquisition). The pro forma financial and operating data for
the nine months ended September 30, 1996 give effect to the Recent
Acquisitions and related financings as if they had occurred on January 1,
1996. The pro forma income per share for the 1996 period also gives effect
to the June 1996 Public Offering and the Preferred Stock Conversion as if
they had occurred on January 1, 1996. The pro forma balance sheet data give
effect to the Recent Acquisitions and related financings as if they had
occurred on September 30, 1996. See "Selected Historical and Pro Forma
Financial and Operating Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity, Capital
Commitments and Resources" and Note 3 to the Company's consolidated
financial statements.

(4) Gross profit is revenue less operating expenses, costs of products sold and
depreciation and amortization. Income from operations is gross profit less
selling, general and administrative expenses.

9
<PAGE>
(5) During 1995, the Company incurred an extraordinary loss of $140,000, net of
income tax benefit, on extinguishment of debt in connection with the Funtime
Acquisition. This extraordinary loss is not included in income (loss) from
continuing operations and income (loss) from continuing operations per
common share for 1995 or for the nine months ended September 30, 1995.

(6) EBITDA is defined as earnings from continuing operations before interest
expense, net, income tax expense (benefit), depreciation and amortization,
minority interest and equity in loss of partnership. The Company has
included information concerning EBITDA because it is used by certain
investors as a measure of the Company's ability to service and/or incur
debt. EBITDA is not required by generally accepted accounting principles
("GAAP") and should not be considered in isolation or as an alternative to
net income, net cash provided by operating, investing and financing
activities or other financial data prepared in accordance with GAAP or as an
indicator of the Company's operating performance. This information should be
read in conjunction with the Statements of Cash Flows contained in the
financial statements included elsewhere herein. Equity in loss of
partnership was $176,000, $122,000, $142,000, $83,000, $69,000, $50,000 and
$60,000 for each of the five years ended December 31, 1995 and the nine
months ended September 30, 1995 and 1996, respectively.

(7) EBITDA for the Company during 1995 without giving any effect to the Funtime
Acquisition and the related financings would have been $5,527,000.

(8) During each of the five years ended December 31, 1995 and the nine months
ended September 30, 1995 and 1996, the Company's net cash used in investing
activities was $6,841,000, $5,649,000, $7,698,000, $10,177,000, $74,139,000,
$65,167,000 and $29,328,000, respectively. During those periods, net cash
provided by financing activities was $5,175,000, $8,736,000, $2,106,000,
$7,457,000, $90,914,000, $91,585,000 and $64,085,000, respectively.

(9) Net cash provided by operating activities during 1995 without giving any
effect to the Funtime Acquisition and the related financings would have been
$6,890,000.

(10) Capital expenditures are presented on a calendar-year basis, rather than on
a project-year basis. When presented on a project-year basis, expenditures
are aggregated based on the amounts incurred for the relevant year's
operating season.

(11) Pro Forma capital expenditures for 1995 include $33.2 million expended to
construct Elitch Gardens and Waterworld USA/ Concord.

(12) Represents attendance at the three parks owned by the Company prior to the
Funtime Acquisition for the entire 1995 period and attendance at the Funtime
parks from and after August 15, 1995.

(13) Pro Forma revenues per visitor does not include revenues of Paradise Island
(a fee-per-attraction entertainment center) of $2.0 million for the year
ended December 31, 1995 or $1.6 million for the nine months ended September
30, 1996.

(14) Represents results of operations of Premier for the entire period and the
results of operations for Funtime through August 14, 1995 on a combined
basis. No pro forma adjustments for additional depreciation, interest
expense or income taxes have been made in combining the Company and Funtime
amounts. Income per share is not presented on this basis as amounts are not
meaningful.

(15) After giving pro forma effect to the Recent Acquisitions and the related
financings as if they had occurred on October 1, 1995, total revenue, EBITDA
and net cash provided by operating activities for the twelve months ended
September 30, 1996 would have been approximately $139.6 million, $40.9
million and $21.9 million, respectively.

(16) Adjusted to give effect to the Offerings, assuming a public offering price
per share of $ (representing a prior two week average of the Common
Stock's closing price) and an interest rate of % on the New Notes. If the
Concurrent Offering is not consummated, pro forma as adjusted cash and cash
equivalents, total assets and total long-term debt and capitalized lease
obligations at that date would have been $ , $ and
$ , respectively.

10
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
<S> <C> <C> <C> <C>
1991 1992 1993 1994
--------- --------- --------- ---------

<CAPTION>
(IN THOUSANDS, EXCEPT PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C>
FUNTIME
STATEMENT OF OPERATIONS DATA:

Total revenue......................................................... $ 48,777 $ 46,852 $ 51,253 $ 50,435
Gross profit.......................................................... 14,979 13,764 16,863 14,636
Income from operations................................................ 6,713 5,100 8,645 6,203
Interest expense, net................................................. (4,150) (3,001) (2,783) (4,792)
Income before cumulative
effect of accounting change(1)...................................... $ 1,003 $ 384 $ 3,540 $ 263

OTHER DATA:

EBITDA(2)............................................................. $ 12,374 $ 11,179 $ 14,000 $ 11,862
Net cash provided by operating activities(3).......................... $ 8,043 $ 6,950 $ 9,180 $ 8,784
Depreciation and amortization......................................... $ 5,681 $ 6,182 $ 5,632 $ 5,956
Capital expenditures.................................................. $ 2,531 $ 2,971 $ 4,395 $ 4,211
Total attendance...................................................... 2,593 2,406 2,575 2,468
Revenue per visitor................................................... $ 18.81 $ 19.47 $ 19.90 $ 20.44
</TABLE>

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

(1) During 1993, Funtime adopted Statement 109, resulting in a decrease in net
income of $3,200,000. This decrease is not included in income before
cumulative effect of accounting change.

(2) See footnote 6 appearing on page 10 for a discussion of EBITDA.

(3) During each of the four years ended December 31, 1994, Funtime's net cash
used in investing activities was $2,687,000, $2,971,000, $5,095,000 and
$6,344,000, respectively. During those periods, net cash used in financing
activities was $5,300,000, $4,133,000, $4,249,000 and $2,454,000,
respectively.

11
<PAGE>
RISK FACTORS

Prior to making an investment in the Common Stock offered hereby,
prospective investors should carefully consider, together with the other matters
referred to in this Prospectus, the following risk factors:

RISKS ASSOCIATED WITH SUBSTANTIAL INDEBTEDNESS

The Company is highly leveraged. Upon completion of the Offerings (and after
giving effect to the repayment of all borrowings under the New Credit Facility
with a portion of the net proceeds from the Concurrent Offering), the Company
will have outstanding (i) $ million principal amount of the New Notes; and
(ii) $90.0 million principal amount of the Company's 12% Senior Notes Due 2003
(the "Existing Notes" and together with the New Notes, the "Senior Notes"). If
the Concurrent Offering is not completed, the New Notes will not be issued and
the Company will have outstanding the Existing Notes and up to $85.0 million
under the Term Loan Facility. In addition, the Company has the ability to borrow
up to $30.0 million under the Revolving Credit Facility. See "Description of
Indebtedness." This high level of indebtedness will result in significant
interest expense and eventual principal repayment obligations. Revolving credit
borrowings under the New Credit Facility are secured by substantially all of the
Company's assets (other than real estate) and borrowings under the Term Loan
Facility are secured by the assets acquired with the proceeds thereof, together
with a guarantee, limited to approximately $17.5 million, by the Company's
principal subsidiaries. In the event of bankruptcy proceedings involving the
Company, the Company's lenders will have a claim upon the Company's assets prior
in right to the holders of Common Stock. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity, Capital
Commitments and Resources."

The Company's high degree of leverage could limit its ability to withstand
competitive pressures and adverse economic conditions, to take advantage of
significant business opportunities that may arise or to meet its obligations.
The inability of the Company to service its obligations in respect of the Senior
Notes and other indebtedness or obligations would have a material adverse effect
on the market value and marketability of the Common Stock.

UNCERTAINTY OF FUTURE ACQUISITIONS; POTENTIAL EFFECTS OF ACQUISITIONS;
DISCRETIONARY USE OF PROCEEDS

A portion of the net proceeds of the Offerings is expected to be used to
fund additional acquisitions and improvements at parks acquired and to be
acquired. There can be no assurance that the Company will be able to locate and
acquire additional businesses to enable it to so employ that portion of the
proceeds. To the extent any such acquisition would result in the incurrence or
assumption of indebtedness by the Company, a waiver of the debt incurrence
covenant or an amendment of the New Credit Facility would be required. In
addition, the indenture relating to the Existing Notes (the "Existing
Indenture") also imposes, and the indenture relating to the New Notes (the "New
Indenture" and, together with the Existing Indenture, the "Indentures"), will
impose, certain limitations on the Company's ability to incur or assume
indebtedness in connection with any such acquisitions. There can be no assurance
that any proposed acquisition will be permissible under these loan agreements or
that waivers of any such covenants could be obtained. See "-- Restrictive Debt
Covenants" and "Description of Indebtedness."

In certain instances, a consummated acquisition may adversely affect the
Company's financial condition and reported results, at least in the short-term,
depending on many factors, including capital requirements and the accounting
treatment of such acquisitions. There can be no assurance that the Recent
Acquisitions or any future acquisition, if completed successfully, will perform
as expected, will not result in significant unexpected liabilities or will ever
contribute significant revenues or profits to the Company. As the Company
continues to grow, the increasing size of its operations will place additional
demands upon existing management resources, which will require the Company to
effectively redeploy such resources and, at times, to hire new personnel. If the
Company is unable to manage growth effectively, the Company's operating results
could be materially adversely affected. Although Common

12
<PAGE>
Stock was not used as consideration in any of the Recent Acquisitions, the
Company may issue a substantial number of shares of Common Stock to fund future
acquisitions. By virtue of the foregoing, the Company's future acquisitions
could have an adverse effect on the market price of the Common Stock. See "Use
of Proceeds" and "Business -- Acquisition Strategy."

The Company has broad discretion with respect to the specific application of
the net proceeds of the Offering. Management of the Company will have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates. The Company does not intend to seek stockholder approval for any
acquisitions unless required by applicable law or regulations, and stockholders
will most likely not have an opportunity to review financial information on an
acquisition candidate prior to consummation of an acquisition. See "Use of
Proceeds," "Business -- Acquisition Strategy" and "-- Recent and Pending
Acquisitions."

RESTRICTIVE DEBT COVENANTS

The New Credit Facility contains a number of significant covenants that,
among other things, restrict the ability of the Company to dispose of assets,
incur additional indebtedness, pay cash dividends, create liens on assets, make
investments or acquisitions, engage in mergers or consolidations, make capital
expenditures, engage in certain transactions with affiliates or redeem or
repurchase the Existing Notes or the New Notes. In addition, under the New
Credit Facility, the Company is required to comply with specified financial
ratios and tests, including interest expense, fixed charges, debt service and
total debt coverage ratios. Prior to the consummation of the Concurrent
Offering, the Company will either amend the New Credit Facility to permit the
transactions contemplated by the Concurrent Offering and to provide for the
continuation (and possible expansion) of the Revolving Credit Facility or
terminate the entire New Credit Facility and enter into a new revolving credit
facility. See "Description of Indebtedness -- New Credit Facility." The Existing
Indenture contains, and the New Indenture (if the Concurrent Offering is
completed) will contain, a series of restrictive covenants. See "Description of
Indebtedness -- The Existing Notes" and "-- The New Notes."

The Company is currently in compliance with the covenants and restrictions
contained in the New Credit Facility and the Existing Indenture. However, its
ability to continue to comply with financial tests and ratios in the New Credit
Facility may be affected by events beyond its control, including prevailing
economic, financial, weather and industry conditions. The breach of any such
financial covenant could result in the inability of the Company to borrow under
the New Credit Facility, the termination of the facility (and the repayment of
all amounts outstanding thereunder) or, by virtue of cross default provisions,
the acceleration of the maturity of the Existing Notes and, if issued, the New
Notes. See "Description of Indebtedness."

RISKS OF ACCIDENTS AND DISTURBANCES AT PARKS

Because substantially all of the Company's parks feature "thrill rides,"
attendance at the parks and, consequently, revenues may be adversely affected by
any serious accident or similar occurrence with respect to a ride. The Company's
liability insurance policies provide coverage of up to $15.0 million per loss
occurrence and require the Company to pay the first $25,000 of loss per
occurrence ($50,000 per occurrence in the case of wave pool incidents). In
addition, in view of the proximity of certain of the Company's parks to major
urban areas and the appeal of the parks to teenagers and young adults, the
Company's parks could experience disturbances that could adversely affect the
image of and attendance levels at its parks. Working together with local police
authorities, the Company has taken certain security-related precautions designed
to prevent disturbances in its parks, but there can be no assurance that it will
be able to prevent any such disturbances.

13
<PAGE>
EFFECTS OF INCLEMENT WEATHER; SEASONAL FLUCTUATIONS OF OPERATING RESULTS

Because the great majority of a theme park's attractions are outdoor
activities, attendance at parks and, accordingly, the Company's revenues are
significantly affected by the weather. Additionally, four of the Company's parks
(including two of the parks acquired in the Recent Acquisitions) are primarily
water parks which, by their nature, are more sensitive to adverse weather than
are theme parks. Unfavorable weekend weather and unusual weather of any kind can
adversely affect park attendance.

The operations of the Company are highly seasonal, with more than 90% of
park attendance occurring in the second and third calendar quarters of each
year. The great majority of the Company's revenue is collected in those quarters
while most expenditures for capital improvements and significant maintenance are
incurred when the parks are closed in the first and fourth quarters.
Accordingly, the Company believes that quarter-to-quarter comparisons of its
results of operations should not be relied upon as an indication of future
performance. Nevertheless, the market price of the Common Stock may fluctuate
significantly in response to variations in the Company's quarterly and annual
results of operations.

HIGHLY COMPETITIVE BUSINESS

The Company's parks compete directly with other theme, water and amusement
parks and indirectly with all other types of recreational facilities and forms
of entertainment within their market areas, including movies, sports attractions
and vacation travel. The Company's family entertainment center competes directly
with all types of recreational facilities and forms of entertainment within its
market area. Accordingly, the Company's business is and will continue to be
subject to factors affecting the recreation and leisure time industries
generally, such as general economic conditions and changes in discretionary
consumer spending habits. Within each park's regional market area, the principal
factors affecting competition include location, price, the uniqueness and
perceived quality of the rides and attractions in a particular park, the
atmosphere and cleanliness of a park and the quality of its food and
entertainment. Certain of the Company's direct competitors have substantially
greater financial resources than the Company.

DEPENDENCE ON KEY PERSONNEL

The Company's success depends upon the continued contributions of its
executive officers and key operating personnel, particularly Kieran E. Burke,
Chairman and Chief Executive Officer and Gary Story, President and Chief
Operating Officer. The Company does not have employment agreements with, or key
man insurance relating to, Messrs. Burke and Story. The loss of services of, or
a material reduction in the amount of time devoted to the Company by, either of
such individuals or certain other key personnel could adversely affect the
business of the Company. See "Management." Under certain circumstances, the loss
of the services of both Messrs. Burke and Story and the failure to replace them
within a specified time period would constitute a default under the New Credit
Facility. See "Description of Indebtedness--New Credit Facility."

CONTROL BY MANAGEMENT AND EXISTING STOCKHOLDERS; CHANGE OF CONTROL

Upon consummation of the Offering, the Company's directors, executive
officers and entities affiliated with them will, in the aggregate, beneficially
own approximately 36.6% of the outstanding Common Stock (without giving effect
to shares, if any, purchased by such persons in the Offering). As a result,
these stockholders, if they were to act together, would be able to influence
significantly the election of the Company's Board of Directors and other matters
requiring approval by the stockholders of the Company, including any required
stockholder approval of acquisitions and other significant corporate
transactions. See "Principal Stockholders." This concentration of ownership may
have the effect of delaying or preventing a change in control of the Company.
The ability of these stockholders to effectively control the

14
<PAGE>
Company is enhanced by the requirement that the Company make an offer to
purchase the Existing Notes (and, if issued, the New Notes) and repay the New
Credit Facility upon a Change of Control (as defined). Additionally, the
Company's authorized but unissued Preferred Stock could be used, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company.

DIVIDENDS UNLIKELY

The Company has not paid dividends on its Common Stock during the three
years ended December 31, 1995 and does not anticipate paying any cash dividends
in the foreseeable future. Furthermore, the New Credit Facility and the Existing
Indenture restrict (and, if the Concurrent Offering is completed, the New
Indenture will restrict) the payment of cash dividends by the Company. Earnings,
if any, are expected to be retained to finance the Company's growth strategy.
See "Dividend Policy" and "Description of Indebtedness."

SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, the Company will have 15,357,232 shares
of Common Stock outstanding. Future sales of Common Stock by existing
stockholders pursuant to Rule 144 under the Securities Act, or through the
exercise of outstanding registration rights or otherwise, could have an adverse
effect on the prevailing market price of the Common Stock and the Company's
ability to raise additional capital. The Common Stock offered hereby will be
eligible for sale in the public market following the Offering without
restriction, except for Common Stock purchased by "affiliates" of the Company.
Except for the Common Stock to be sold in the Offering, the Company has agreed
not to offer, sell, contract to sell or otherwise issue any shares of Common
Stock or other capital stock or securities convertible into or exchangeable for,
or any rights to acquire, Common Stock or other capital stock, with certain
exceptions (including certain exceptions for Common Stock or other capital stock
issued or sold in connection with acquisitions by the Company), prior to the
expiration of 180 days from the date of this Prospectus without the prior
written consent of Lehman Brothers Inc. ("Lehman Brothers"). The Company's
officers, directors and principal stockholders, who hold in the aggregate
approximately 6.9 million shares of Common Stock (including shares issuable upon
exercise of outstanding options and warrants), have agreed not to sell any such
shares for 180 days following the date of this Prospectus without the consent of
Lehman Brothers. Thereafter, approximately 4.0 million of such shares will be
eligible for sale in the public market (subject to applicable volume limitations
and other resale conditions imposed by Rule 144) and 2.3 million will become
eligible for such sale in August 1997. Substantially all of the 5.1 million
outstanding shares not held by such persons are currently eligible for sale in
the public market without restrictions under Rule 144. Commencing June 1997,
holders of approximately 7.0 million shares (including approximately 6.0 million
shares held by officers, directors and principal shareholders of the Company)
will have the right to require the Company to register such shares for sale
under the Securities Act. The sale, or the availability for sale, of substantial
amounts of Common Stock in the public market at any time subsequent to the
Offering could adversely affect the prevailing market price of the Common Stock.
See "Description of Securities -- Registration Rights" and "-- Shares of Common
Stock Eligible for Future Sale."

15
<PAGE>
THE COMPANY

The Company is a leading U.S. theme park company which, after completion of
the Recent Acquisitions, will own and operate ten regional parks. Based on 1996
attendance of approximately 6.6 million at these parks, the Company is the fifth
largest domestic regional park operator. After giving pro forma effect to the
Recent Acquisitions as if they had occurred on October 1, 1995, the Company's
total revenue and EBITDA for the twelve months ended September 30, 1996 would
have been approximately $139.6 million and $40.9 million, respectively. See
"Unaudited Pro Forma Combined Financial Statements" and "Business -- Recent and
Pending Acquisitions."

The Company's parks are located in eight geographically diverse markets with
concentrated populations:

- ADVENTURE WORLD, a combination theme and water park located three miles
off the Beltway, between Washington, D.C. (15 miles away) and Baltimore,
Maryland (30 miles away), with 1996 attendance of approximately 782,000;

- DARIEN LAKE & CAMPING RESORT, a combination theme and water park with an
adjacent camping resort and 20,000 person amphitheater, located between
Buffalo and Rochester, New York, with 1996 attendance of approximately
1,290,000;

- ELITCH GARDENS, a theme park located in the downtown area of Denver,
Colorado, with 1996 attendance of approximately 894,000;

- FRONTIER CITY, a western themed park in Oklahoma City, Oklahoma, with 1996
attendance of approximately 527,000;

- GEAUGA LAKE, a combination theme and water park located near Cleveland,
Ohio, with 1996 attendance of approximately 1,209,000;

- THE GREAT ESCAPE, a combination theme and water park, located in Lake
George/Albany with 1996 attendance of approximately 574,000;

- WATERWORLD USA/SACRAMENTO and PARADISE ISLAND, a water park and a family
entertainment center, both located on the grounds of the California State
Fair, with 1996 water park attendance of approximately 294,000;

- WATERWORLD USA/CONCORD, a water park located in Concord, California, in
the East Bay area of San Francisco, with 1996 attendance of approximately
310,000;

- WHITE WATER BAY, a tropical themed water park located in Oklahoma City,
with 1996 attendance of approximately 314,000; and

- WYANDOT LAKE, a water park, which also includes "dry" rides and other
attractions, located adjacent to the Columbus Zoo in Columbus, Ohio, with
1996 attendance of approximately 396,000.

The Company seeks to provide its customers with quality family entertainment
that is affordably priced and close to home. In 1996, the six parks owned by the
Company prior to the Recent Acquisitions drew, on average, approximately 88.0%
of their patrons from within a 100-mile radius, with approximately 38.4% of
visitors utilizing group and other pre-sold tickets and approximately 16.5%
utilizing season passes. Each of the Company's parks is individually themed and
provides a complete family-oriented entertainment experience. The Company's
theme parks generally offer a broad selection of state-of-the-art and
traditional thrill rides, water attractions, themed areas, concerts and shows,
restaurants, game venues and merchandise outlets.

16
<PAGE>
December 31, 1995, the three parks owned by the Company during that entire
period achieved internal growth in attendance, revenue and EBITDA at compounded
annual rates of 12.7%, 17.1% and 41.8%, respectively. In August 1995, the
Company acquired three of its parks through the Funtime Acquisition. During the
first nine months of 1996, the three parks acquired in the Funtime Acquisition
achieved internal growth in attendance, revenue and park-level operating cash
flow of 15.0%, 23.9% and 46.0%, respectively, compared to the comparable period
of 1995. Furthermore, after giving pro forma effect to the Recent Acquisitions
as if they had occurred on January 1, 1996, the Company has increased its
attendance, revenue and EBITDA from park operations by 5.9, 7.7 and 14.5 times,
respectively, from the nine months ended September 30, 1992 to the nine months
ended September 30, 1996.

The Company believes that each of its parks benefits from limited direct
competition. The combination of limited supply of real estate appropriate for
theme park development, high initial capital investment, long development
lead-time and zoning restrictions provides each of the parks with a significant
degree of protection from competitive new theme park openings. Based on its
knowledge of the development of other theme parks in the United States, the
Company's management estimates that it would cost at least $100 million and
would take a minimum of two years to construct a new regional theme park
comparable to the Company's four largest parks.

The Company's senior and operating management team has extensive experience
in the theme park industry. Premier's three senior executive officers have
approximately 35 years experience in the industry and its seven general managers
have an aggregate of over 80 years experience in the industry, including over 50
years at Premier's parks.

STRATEGY

PURSUING ON-GOING GROWTH OPPORTUNITIES AT EXISTING PARKS

Management believes it has demonstrated the effectiveness of its strategy at
the parks owned prior to the Recent Acquisitions. Since acquiring Adventure
World in 1992, the Company has invested over $28.1 million in that park to add
numerous rides and attractions and to improve theming and landscaping. As a
result of these improvements, as well as aggressive and creative marketing and
sales strategies, Adventure World's attendance increased during the four seasons
ended 1996 at a compounded annual rate of 21.2%. Additionally, revenue and
park-level operating cash flow at Adventure World increased from $6.0 million
and $0.3 million, respectively, for the first nine months of 1992 to $15.2
million and $3.9 million, respectively, during the comparable period of 1996.

17
<PAGE>
During the 1996 season, the Company began to apply its growth strategy at
the parks acquired in the Funtime Acquisition. While the Funtime parks generated
substantial and stable cash flows prior to their acquisition by Premier, they
lacked the sustained capital investment and creative marketing required to
realize their full potential. To take advantage of this opportunity, the Company
invested approximately $21.7 million at the Funtime Parks prior to the 1996
season to add marketable rides and attractions and make other improvements and
implemented creative marketing and sales programs. As a result of this strategy,
during the first nine months of 1996, the three parks acquired in the Funtime
Acquisition achieved growth in attendance, revenue and park-level operating cash
flow of 15.0%, 23.9% and 46.0%, respectively, compared to the comparable period
of 1995.

Management believes that each of the parks acquired and to be acquired in
the Recent Acquisitions offers opportunities to implement the Company's growth
strategy. Specifically, the following outlines the Company's strategy for these
parks. The Company believes that Elitch Gardens lacks certain marketable rides
and attractions and revenue outlets necessary to achieve its attendance
potential. In that connection, the Company intends to invest between $20.0
million and $25.0 million at Elitch Gardens for the 1997 and 1998 seasons to add
marketable rides and attractions (including a "state-of-the-art" steel looping
roller coaster and a "shoot-the-chute" giant splash ride for the 1997 season),
to improve landscaping and theming and to enhance marketing programs. While The
Great Escape has shown solid performance over the past several years, the
Company believes that it can increase the park's attendance and operating cash
flow through the continued addition of attractions and the introduction of a
more extensive marketing strategy. The Company intends to invest between $8.0
million and $12.0 million at The Great Escape for the 1997 and 1998 seasons to
add marketable rides and attractions (including a wave pool for the 1997 season)
and to make other improvements. Finally, the Company believes that each of the
Waterworld facilities has growth potential, although more limited than the other
parks. The Company intends to add a marketable attraction to each of the water
parks in the next two to three years to achieve growth in attendance and
operating cash flow. See "Business -- Operating Strategy."

EXPANDING EXISTING PARKS

In addition to pursuing on-going growth opportunities at its parks, the
Company is considering a number of expansions at several of its parks in order
to increase attendance and per capita spending. For example, the Company expects
to expand the Darien Lake Campground by purchasing additional recreational
vehicles (RV's) and may in the future construct economy motel rooms to
supplement the campground. In addition, the Company may add campgrounds or an
amphitheater at Frontier City, its western-themed park in Oklahoma City. The
Company is also considering adding a more complete complement of "dry" rides to
Wyandot Lake, which is currently primarily a water park. In addition, the
Company owns 400 acres adjacent to Adventure World which are zoned for
entertainment, recreational and residential uses and are available for
complementary uses. Additional acreage owned by the Company and suitable for
development exists at several of the Company's other parks, including The Great
Escape and Geauga Lake. The Company may use a portion of the proceeds of the
Offerings to fund expansions at its parks. See "Use of Proceeds."

MAKING SELECTIVE ACQUISITIONS

The U.S. regional theme park industry is highly fragmented with over 150
parks owned by over 100 operators. Management believes that in addition to the
Recent Acquisitions, there are numerous acquisition opportunities that would
expand its business. The Company expects that a portion of the proceeds from the
Offerings will be used for such further acquisitions. The Company's primary
target for acquisitions will continue to be regional parks with attendance
between 300,000 and 1.5 million annually.

18
<PAGE>
chains have not generally sought to acquire parks in the Company's primary
target range and do not have the experience or management structure to readily
operate parks of that size profitably. Additionally, as a multi-park operator
with a track record of successfully acquiring, improving and repositioning
parks, the Company has numerous competitive advantages over single-park
operators in pursuing acquisitions and improving the operating results at
acquired parks. These advantages include the ability to (i) exercise group
purchasing power (for both operating and capital assets); (ii) achieve
administrative economies of scale; (iii) attract greater sponsorship revenue and
support from sponsors with nationally-recognized brands; (iv) recruit and retain
superior management; (v) optimize the use of capital assets by rotating rides
among its parks to provide fresh attractions; and (vi) access capital markets.
See "Risk Factors -- Uncertainty of Future Acquisitions; Potential Effects of
Acquisitions; Discretionary Use of Proceeds," "Use of Proceeds," "Business --
Acquisition Strategy" and "-- Recent and Pending Acquisitions."

THE THEME PARK INDUSTRY

The theme park industry includes destination and regional parks. Destination
parks are designed primarily to attract visitors willing to travel long
distances and incur significant expense to visit the parks' attractions as part
of an extended stay. Regional theme parks, such as those operated by the
Company, are designed to attract visitors for a full day or a significant number
of hours. Management views regional parks as those that draw the majority of
their patrons from within a 50-mile radius of the park and the great majority of
their visitors from within a 100-mile radius of the park. Management believes
that destination parks are typically more affected by the national economy than
are regional parks.

According to U.S. News & World Report, total North American amusement/theme
park attendance in 1995 was approximately 255 million, compared to 151 million
in 1970. Revenue for 1995 was approximately $5 billion, up from $321 million in
1970. These increases represent compound annual growth rates of 2.1% for
attendance and 11.6% for revenues over the twenty-five year period. According to
Amusement Business, a recognized industry publication, total attendance for the
40 largest parks in North America, which include both destination and regional
parks, was 144.5 million in 1995, compared to 123.4 million in 1991,
representing a compound annual growth rate of 4.0% over the period. The Company
believes that this growth in the industry reflects two trends: (i) demographic
growth in the 5-24 year old age group, which is expected to continue through
2010; and (ii) an increasing emphasis on family-oriented leisure and recreation
activities.

HISTORY

The Company was incorporated in 1981 as The Tierco Group, Inc., and through
1989 was primarily engaged in the ownership and management of real estate and
mortgage loans. In October 1989, the Company's current senior management assumed
control, and during 1989, management determined to focus Premier's business on
its theme park operations, which at that point consisted of a 50% interest in
Frontier City. In 1991, the Company acquired White Water Bay and increased its
ownership in Frontier City to in excess of 50%. In 1992, the Company acquired
Adventure World and the remaining minority interest in Frontier City and
disposed of substantially all of its real estate operations. In 1994, the
Company changed its name to Premier Parks Inc. On August 15, 1995, the Company
completed the Funtime Acquisition. On June 4, 1996, the Company completed the
Public Offering which raised $65.2 million of net proceeds. On October 31, 1996,
the Company completed the Denver Acquisition, on November 19, 1996, the Company
completed the California Acquisition and the Company anticipates completing The
Great Escape Acquisition on December 3, 1996.

The Company's principal executive offices are located at 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131, (405) 475-2500 and at 122 East 42nd
Street, New York, New York 10168, (212) 599-4690.

19
<PAGE>
USE OF PROCEEDS

The net proceeds to be received by the Company from the Offering, after
deducting estimated underwriting discounts and commissions and expenses payable
by the Company, will be approximately $ million (or approximately
$ million if the Underwriters' over-allotment options are exercised in
full). The Company intends to use the net proceeds from the Offering to acquire
and make improvements at additional theme parks; to fund improvements and
expansion of the Company's existing parks, including the parks acquired and to
be acquired in the Recent Acquisitions; and for general corporate purposes,
including working capital requirements. Although the Company has had discussions
with respect to several additional acquisition opportunities, no agreement or
understanding with respect to any specific acquisition has been reached. There
can be no assurance that any such additional acquisitions will be made. The
Company expects to incur approximately $ million of capital expenditures in
1997, approximately half of which are expected to be funded with the proceeds of
borrowings under the New Credit Facility (unless the Concurrent Offering is
consummated). See "Risk Factors -- Uncertainty of Future Acquisitions; Potential
Effects of Acquisitions; Discretionary Use of Proceeds" and "Business --
Acquisition Strategy."

The net proceeds from the Concurrent Offering (after deducting estimated
underwriting discounts and offering expenses), if completed, would be
approximately $ million. The Company intends to use a substantial
portion of the net proceeds of the Concurrent Offering to fully repay all
borrowings under the New Credit Facility and to fund capital expenditures (to
the extent not previously funded by the New Credit Facility) with the balance
used in the same manner as the proceeds of the Offering.

Because the Company does not have any agreement or understanding with
respect to any future acquisitions, other than The Great Escape, it is unable to
estimate the portion of the net proceeds of the Offering to be used to fund
acquisition opportunities and improvements at acquired parks and the portion to
be used to expand or make improvements at existing parks. In addition, although
the Company presently intends to fund planned capital expenditures for the 1997
season from existing cash, cash generated from operations and borrowings under
the New Credit Facility (or the Concurrent Offering) the Company may use a
portion of the net proceeds of the Offering to fund capital expenditures for the
1997 season or may accelerate its capital expenditure program. Although the
Company does not presently intend to do so, it may use a portion of the proceeds
of the Offering to redeem a portion of the Existing Notes. Under the Existing
Indenture, the Company is permitted to redeem up to an aggregate of $30.0
million principal amount of the Existing Notes from proceeds of one or more
equity offerings at a redemption price of 110% of principal amount, plus accrued
interest. See "Description of Indebtedness -- The Existing Notes."

Pending their ultimate use, the net proceeds from the Offerings will be
invested in short-term, investment grade, interest bearing securities,
certificates of deposit or direct or guaranteed obligations of the United
States.

20
<PAGE>
PRICE RANGE OF COMMON STOCK

During the second quarter of 1994, The Pink Sheets and the OTC Bulletin
Board commenced reporting of trading in the Common Stock under the symbol
"PARKD." On May 30, 1996, the Company commenced the Public Offering at a public
offering price of $18.00 per share. Since that date, the Common Stock has been
traded on NASDAQ and quoted under the symbol "PARK." Set forth below in the
first table are the high and low sales prices for the Common Stock as reported
by NASDAQ since May 30, 1996. The second table sets forth the high and low bid
quotations and the average weekly trading volume for the Common Stock as
reported on The Pink Sheets and the OTC Bulletin Board for the periods
indicated. These quotations reflect inter-dealer prices, without mark-up,
mark-down or commission and may not necessarily represent actual transactions.

NASDAQ
<TABLE>
<CAPTION>
YEAR QUARTER HIGH LOW
- --------- ---------------------------------------------------------------------------- ----------- -----------
<C> <S> <C> <C> <C>
1996 Fourth (through November 20, 1996).......................................... $ 32 3/4 $ 29 3/8
Third....................................................................... 29 3/4 20 3/4
Second (beginning May 30, 1996)............................................. 22 1/8 19 7/8

<CAPTION>
THE PINK SHEETS/OTC BULLETIN BOARD
------------------------------------------------------------------------------------------------------
AVERAGE
WEEKLY
YEAR QUARTER HIGH BID LOW BID VOLUME
- --------- ---------------------------------------------------------------------------- ----------- ----------- -----------
<C> <S> <C> <C> <C>
1996 Second (through May 29, 1996)............................................... $ 20 $ 12 1/2 1,321
First....................................................................... 13 3/4 10 1,111
1995 Fourth...................................................................... 13 3/4 8 1/8 663
Third....................................................................... 17 1/2 4 3/8 4,611
Second...................................................................... 4 11/16 1 7/8 720
First....................................................................... 5 5/8 2 1/2 570
1994 Fourth...................................................................... 5 3 3/4 2,766
Third....................................................................... 5 2 1/2 0
Second...................................................................... 3 3/4 2 1/2 0
</TABLE>

On November 20, 1996, the last sales price for the Common Stock, as reported
by NASDAQ, was $32 1/2 per share. As of November , 1996, there were
holders of record of the Common Stock. There is no trading market outside
the United States for the Common Stock.

DIVIDEND POLICY

The Company has not paid any dividends on the Common Stock during the three
years ended December 31, 1995 and does not anticipate paying any cash dividends
during the foreseeable future. Furthermore, the New Credit Facility and the
Existing Indenture restrict (and, if the Concurrent Offering is completed, the
New Indenture will restrict) payment of cash dividends by the Company. See
"Description of Indebtedness." The Company currently intends to retain future
earnings, if any, to finance the Company's growth strategy. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity, Capital Commitments and Resources."

21
<PAGE>
CAPITALIZATION

The following table sets forth as of September 30, 1996, (i) the actual
capitalization of the Company; (ii) the pro forma capitalization of the Company
after giving effect to the Recent Acquisitions and the related financings; and
(iii) the pro forma capitalization of the Company as adjusted to give effect to
the Offerings (assuming that the Underwriters' over-allotment options are not
exercised). This table should be read in conjunction with the consolidated
financial statements of the Company, "Unaudited Pro Forma Combined Financial
Statements" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
---------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED(1)
---------- ----------- --------------
<S> <C> <C> <C>
(IN THOUSANDS)

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C>
Cash and cash equivalents............................................. $ 73,766 $ 13,845 $ (2)
---------- ----------- --------------
---------- ----------- --------------
Short-term debt(3).................................................... $ 1,054 $ 1,054 $ 1,054
---------- ----------- --------------
---------- ----------- --------------
Long-term debt (excluding current maturities):
Term Loan Facility.................................................. $ -- $ 57,000(4) $ --
Existing Notes...................................................... 90,000 90,000 90,000
New Notes........................................................... -- --
Other............................................................... 2,350 2,350 2,350
---------- ----------- --------------
Total long-term debt................................................ 92,350 149,350
---------- ----------- --------------
Stockholders' equity.................................................. 121,574 121,574
---------- ----------- --------------
Total capitalization............................................ $ 213,924 $ 270,924 $
---------- ----------- --------------
---------- ----------- --------------
</TABLE>

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

(1) Pro forma as adjusted reflects the pro forma capitalization of the Company
as adjusted to give effect to the Offerings (assuming that the Underwriters'
over-allotment options are not exercised). If the Concurrent Offering is not
consummated, pro forma as adjusted cash and cash equivalents, Term Loan
Facility, total long-term debt and total capitalization would have been
$ , $ , $ and $ , respectively.

(2) Pro forma as adjusted cash and cash equivalents does not give effect to
anticipated off-season cash requirements prior to the 1997 season, for
anticipated capital improvements to the Company's existing and acquired
parks prior to that season nor the operating cash flow expected to be
generated during the season.

(3) At November , 1996, the Company had $ million outstanding under
the Revolving Credit Facility.

(4) Includes $8.9 million under the Term Loan Facility which the Company
intends to borrow in respect of the California Acquisition within 180 days
following the date of such acquisition.

22
<PAGE>
SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA

The following selected historical financial and operating data, except for
attendance and revenue per visitor data, of (i) the Company for each of the
years in the three-year period ended December 31, 1995 and the nine months ended
September 30, 1995 and 1996; (ii) Funtime for each of the years in the three-
year period ended December 31, 1994 and the six-month periods ended July 3, 1994
and July 2, 1995; (iii) Elitch Gardens Company for the period from May 31, 1994
(date of inception) through December 31, 1994, the year ended December 31, 1995
and the nine months ended September 30, 1995 and 1996; (iv) FRE and Concord (the
owners of Waterworld) (on a combined basis) for the three years (one year, in
the case of Concord) ended December 31, 1995 and the nine months ended September
30, 1995 and 1996; and (v) The Great Escape for the two years ended October 31,
1995 and the eleven months ended September 30, 1995 and 1996 are derived from
the financial statements (audited in the case of all annual periods) of those
entities appearing elsewhere in this Prospectus. The selected historical
financial data of the Company for fiscal years 1991 and 1992 and of Funtime for
fiscal year 1991 have been derived from audited financial statements which are
not included herein. The historical financial data for the year ended December
31, 1995 for the Company includes the activity of Funtime from August 15, 1995,
the date of the Funtime Acquisition. The historical financial data for all
interim periods have been derived from unaudited financial statements of those
entities included elsewhere herein which, in the opinion of their respective
management, include all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation.

The following selected pro forma financial and operating data of the Company
for the year ended December 31, 1995 and the nine months ended September 30,
1996 are derived from the Unaudited Pro Forma Combined Financial Statements
appearing elsewhere in this Prospectus. The pro forma financial and operating
data are for informational purposes only, have been prepared based on estimates
and assumptions deemed by the Company to be appropriate and do not purport to be
indicative of the financial position or results of operations which would
actually have been attained if the Acquisitions had occurred or which may be
achieved in the future.

The Company's business is highly seasonal. Results for the nine-month
periods ended September 30, 1996 are not necessarily indicative of results to be
expected for the year ended December 31, 1996. Specifically, the parks do not
generate meaningful revenue during the fourth quarter of the year, but do incur
expenses during that quarter. Accordingly, the Company historically incurs a
loss for the fourth calendar quarter and expects to incur such a loss in the
fourth quarter of 1996.

23
<PAGE>
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1995
1991 1992(1) 1993 1994 1995(2) PRO FORMA(3)
--------- --------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
THE COMPANY
STATEMENT OF OPERATIONS DATA:

Revenue:
Theme park admissions............................... $ 6,849 $ 10,186 $ 12,874 $ 13,936 $ 21,863 $ 66,082
Theme park food, merchandise, and other............. 3,698 7,206 8,986 10,963 19,633 59,859
--------- --------- --------- --------- --------- ------------
Total......................................... 10,547 17,392 21,860 24,899 41,496 125,941
--------- --------- --------- --------- --------- ------------
Operating costs and expenses:
Operating expenses.................................. 4,327 9,293 10,401 12,358 19,775 50,983
Selling, general and administrative................. 3,126 4,434 4,768 5,448 9,272 23,400
Cost of products sold............................... 1,017 1,736 2,135 2,553 4,635 15,077
Depreciation and amortization....................... 1,107 1,442 1,537 1,997 3,866 11,742
--------- --------- --------- --------- --------- ------------
Total......................................... 9,577 16,905 18,841 22,356 37,548 101,202
--------- --------- --------- --------- --------- ------------
Income from operations.............................. 970 487 3,019 2,543 3,948 24,739
Other income (expense):
Interest expense, net............................... (858) (1,413) (1,438) (2,299) (5,578) (15,718)
Minority interest in earnings....................... (223) (270) -- -- -- --
Other income (expense).............................. (7) (113) (136) (74) (177) (334)
--------- --------- --------- --------- --------- ------------
Total......................................... (1,088) (1,796) (1,574) (2,373) (5,755) (16,052)
--------- --------- --------- --------- --------- ------------
Income (loss) from continuing operations before
income taxes...................................... (118) (1,309) 1,445 170 (1,807) 8,687
Income tax expense (benefit)........................ -- 426 91 68 (762) 3,690
--------- --------- --------- --------- --------- ------------
Income (loss) from continuing operations............ $ (118) $ (1,735) $ 1,354 $ 102 $ (1,045 (4) $ 4,997
--------- --------- --------- --------- --------- ------------
--------- --------- --------- --------- --------- ------------
Income (loss) from continuing operations per common
share (primary and fully diluted)................. $ (.26) $ (2.10) $ .51 $ .04 $ (.40 (4) $ 0.45
--------- --------- --------- --------- --------- ------------
--------- --------- --------- --------- --------- ------------
OTHER DATA:

EBITDA(5)........................................... $ 2,246 $ 1,938 $ 4,562 $ 4,549 $ 7,706(6) $ 36,216
Net cash provided by operating activities(7)........ $ 1,924 $ 1,980 $ 2,699 $ 1,060 $ 10,646(8) 28,566
Capital expenditures(9)............................. $ 4,508 $ 3,956 $ 7,674 $ 10,108 $ 10,732 48,578(10)
Total attendance.................................... 828 1,116 1,322 1,408 2,302 11) 6,213
Revenue per visitor................................. $ 12.74 $ 15.58 $ 16.54 $ 17.68 $ 18.03 $ 19.95(12)
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------
HISTORICAL
HISTORICAL COMBINED HISTORICAL PRO FORMA
1995(13) 1995(14) 1996 1996(3)
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR
AMOUNTS)
(UNAUDITED)
THE COMPANY
STATEMENT OF OPERATIONS DATA:

Revenue:
Theme park admissions.................................... $ 20,263 $ 36,138 $ 38,970 $ 65,767
Theme park food, merchandise, and other.................. 18,508 40,916 50,822 70,214
----------- ---------- ----------- -----------
Total.............................................. 38,771 77,054 89,792 135,981(15)
Operating costs and expenses:
Operating expenses....................................... 15,640 32,216 32,897 47,985
Selling, general and administrative...................... 6,833 12,825 15,363 23,196
Cost of products sold.................................... 4,333 9,369 10,685 17,007
Depreciation and amortization............................ 2,258 6,403 5,599 9,679
----------- ---------- ----------- -----------
Total.............................................. 29,064 60,813 64,544 97,867
----------- ---------- ----------- -----------
Income from operations................................... 9,707 16,241 25,248 38,114
Other income (expense):
Interest expense, net.................................... (3,101) (6,163) (7,657) (11,121)
Other income (expense)................................... (87) (87) (59) (218)
----------- ---------- ----------- -----------
Total.............................................. (3,188) (6,250) (7,716) (11,339)
----------- ---------- ----------- -----------
Income before extraordinary loss and income
taxes (4).............................................. 6,519 9,991 17,532 26,775
Income tax expense....................................... 2,563 3,917 7,020 10,872
----------- ---------- ----------- -----------
Income before extraordinary loss (4)..................... $ 3,956 $ 6,074 $ 10,512 $ 15,903
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
Income before extraordinary loss per common share(4).....
Primary............................................ $ 1.04 (14) $ 1.24 $ 1.36
Fully-diluted...................................... $ 0.84 (14) $ 1.11 $ 1.36

OTHER DATA:

EBITDA(5)................................................ $ 11,878 $ 22,557 $ 30,788 $ 47,635 (15)
Net cash provided by operating activities(7)............. $ 13,794 $ 17,855 $ 10,222 $ 25,761 (15)
Capital expenditures(9).................................. $ 6,501 $ 7,456 $ 29,290 $ 32,582
Total attendance......................................... $ 2,159 11) $ 3,930 4,302 6,329
Revenue per visitor...................................... $ 17.96 $ 19.60 $ 20.87 $ 21.23 (12)
</TABLE>

25
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, 1996
----------------------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PRO FORMA AS
1991 1992 1993 1994 1995 ACTUAL PRO FORMA(3) ADJUSTED(16)
--------- --------- --------- --------- --------- --------- ------------- ------------

<CAPTION>
(UNUADITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(IN)THOUSANDS

THE COMPANY
BALANCE SHEET DATA:
Cash and cash
equivalents............. $ 853 $ 5,919 $ 3,026 $ 1,366 $ 28,787 $ 73,766 $ 13,845
Total assets.............. $ 74,555 $ 30,615 $ 36,708 $ 45,539 $ 173,318 $ 252,114 $ 309,114
Total long-term debt and
capitalized lease
obligations (excluding
current maturities)..... $ 49,615 $ 7,619 $ 18,649 $ 22,216 $ 93,213 $ 92,350 $ 149,350
Stockholders' equity
(deficit)............... $ (15,558) $ 11,838 $ 13,192 $ 18,134 $ 45,911 $ 121,574 $ 121,574
</TABLE>

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

(2) The Statement of Operations Data for 1995 reflects the results of the parks
acquired in the Funtime Acquisition from the date of acquisition, August 15,
1995.

(3) The pro forma financial and operating data for the year ended December 31,
1995 give effect to the Acquisitions and the related financings as if they
had occurred on January 1, 1995 (or on November 1, 1994 in the case of The
Great Escape Acquisition). The pro forma financial and operating data for
the nine months ended September 30, 1996, give effect to the Recent
Acquisitions and related financings as if they had occurred on January 1,
1996. The pro forma income from continuing operations per share for the 1996
period also gives effect to the June 1996 Public Offering and the Preferred
Stock Conversion as if they had occurred on January 1, 1996. The pro forma
balance sheet data give effect to the Recent Acquisitions and related
financings as if they had occurred on September 30, 1996.

(4) During 1995, the Company incurred an extraordinary loss of $140,000, net of
income tax benefit, on extinguishment of debt in connection with the Funtime
Acquisition. This extraordinary loss is not included in income (loss) from
continuing operations and income (loss) from continuing operations per
common share for 1995 or for the nine months ended September 30, 1995.

(5) EBITDA is defined as earnings from continuing operations before interest
expense, net, income tax expense (benefit), depreciation and amortization,
minority interest and equity in loss of partnership. The Company has
included information concerning EBITDA because it is used by certain
investors as a measure of the Company's ability to service and/or incur
debt. EBITDA is not required by generally accepted accounting principles
("GAAP") and should not be considered in isolation or as an alternative to
net income, net cash provided by operating, investing and financing
activities or other financial data prepared in accordance with GAAP or as an
indicator of the Company's operating performance. This information should be
read in conjunction with the Consolidated Statements of the Cash Flows
contained in the consolidated financial statements of the Company included
elsewhere herein. Equity in loss of partnership was $176,000, $122,000,
$142,000, $83,000, $69,000, $50,000 and $60,000 during each of the five
years ended December 31, 1995 and the nine months ended September 30, 1995
and 1996, respectively.

(6) EBITDA for the Company during 1995, without giving any effect to the
Funtime Acquisition and the related financings would have been $5,527,000.

(7) During each of the five years ended December 31, 1995 and the nine months
ended September 30, 1995 and 1996, the Company's net cash used in investing
activities was $6,841,000, $5,649,000, $7,698,000, $10,177,000, $74,139,000,
$65,167,000 and $29,328,000, respectively. During those periods, net cash
provided by financing activities was $5,175,000, $8,736,000, $2,106,000,
$7,457,000, $90,914,000, $91,585,000 and $64,085,000, respectively.

(8) Net cash provided by operating activities during 1995, without giving any
effect to the Funtime Acquisition and the related financings, would have
been $6,890,000.

(9) Capital expenditures are presented on a calendar-year basis, rather than on
a project-year basis. When presented on a project-year basis, expenditures
are aggregated based on the amounts incurred for the relevant year's
operating season.

(10) Pro Forma capital expenditures for 1995 include $33,247,000 expended to
construct Elitch Gardens and Waterworld USA/ Concord.

(11) Represents attendance at the three parks owned by the Company prior to the
Funtime Acquisition for the entire 1995 period and attendance at the Funtime
parks from and after August 15, 1995.

(12) Pro Forma revenue per visitor does not include revenue of Paradise Island
(a fee-per-attraction entertainment center) of $2,004,000 for 1995 or
$1,621,000 for the nine months ended September 30, 1996.

(13) Results of the Company for the nine months ended September 30, 1995 include
results of operations of Funtime from and after August 15, 1995.

26
<PAGE>
(14) Represents results of operations of Premier for the entire period and
results of operations of Funtime through August 14, 1995, on a combined
basis. No pro forma adjustments for additional depreciation, interest
expense or income taxes have been made in combining Premier and Funtime
amounts. Income per share is not presented on this basis as amounts are not
meaningful.

(16) Adjusted to give effect to the Offerings assuming a public offering price
per share of $ (representing a prior two week average of the Common
Stock's closing price) and an interest rate of % on the New Notes. If the
Concurrent Offering is not completed, pro forma as adjusted cash and cash
equivalents, total assets and total long-term debt and capitalized lease
obligations at that date, would have been $ , $ and
$ , respectively.

27
<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS ENDED(1)
YEAR ENDED DECEMBER 31, ------------------------
------------------------------------------ JULY 3, JULY 2,
1991 1992 1993 1994 1994 1995
--------- --------- --------- --------- ----------- -----------
(UNAUDITED)
------------------------
<S> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER VISITOR AMOUNTS)
FUNTIME
STATEMENT OF OPERATIONS DATA:

Revenue:
Theme park admissions......................... $ 20,438 $ 19,352 $ 20,820 $ 20,339 $ 5,851 $ 6,195
Theme park food, merchandise, and other....... 28,339 27,500 30,433 30,096 9,407 8,958
--------- --------- --------- --------- ----------- -----------
Total..................................... 48,777 46,852 51,253 50,435 15,258 15,153
Operating costs and expenses:
Operating expenses............................ 22,229 21,166 22,203 23,208 10,700 10,537
Selling, general and administrative........... 8,266 8,664 8,218 8,433 3,339 3,459
Cost of products sold......................... 5,888 5,740 6,555 6,635 2,053 2,083
Depreciation and amortization................. 5,681 6,182 5,632 5,956 2,978 3,316
--------- --------- --------- --------- ----------- -----------
Total..................................... 42,064 41,752 42,608 44,232 19,070 19,395
--------- --------- --------- --------- ----------- -----------
Income (loss) from operations................. 6,713 5,100 8,645 6,203 (3,812) (4,242)
Other income (expense):
Interest expense, net......................... (4,150) (3,001) (2,783) (4,792) (2,397) (2,741)
Other income (expense)........................ (20) (103) (277) (297) (166) 4
--------- --------- --------- --------- ----------- -----------
Total..................................... (4,170) (3,104) (3,060) (5,089) (2,563) (2,737)
--------- --------- --------- --------- ----------- -----------
Income (loss) before income taxes............. 2,543 1,996 5,585 1,114 (6,375) (6,979)
Income tax expense (benefit).................. 1,540 1,612 2,045 851 (2,486) (2,722)
--------- --------- --------- --------- ----------- -----------
Income (loss) before cumulative effect of
accounting change(2)........................ $ 1,003 $ 384 $ 3,540 $ 263 $ (3,889) $ (4,257)
--------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- ----------- -----------
OTHER DATA:

EBITDA(3)..................................... $ 12,374 $ 11,179 $ 14,000 $ 11,862 $ (1,000) $ (922)
Net cash provided by (used in) operating
activities(4)............................... $ 8,043 $ 6,950 $ 9,180 $ 8,784 $ (1,791) $ (1,196)
Capital expenditures.......................... $ 2,531 $ 2,971 $ 4,395 $ 4,211 $ 2,927 $ 955
Total attendance.............................. 2,593 2,406 2,575 2,468 809 742
Revenue per visitor........................... $ 18.81 $ 19.47 $ 19.90 $ 20.44 $ 18.86 $ 20.42
</TABLE>

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

(1) Represents most recent results of Funtime prior to the date of the Funtime
Acquisition. For information concerning results of Funtime from July 3, 1995
to the date of acquisition, August 15, 1995, see Unaudited Pro Forma
Combined Statement of Operations for the year ended December 31, 1995.

(2) During 1993, Funtime adopted Statement 109, resulting in a decrease in net
income of $3,200,000. This decrease is not included in income (loss) before
cumulative effect of accounting change.

(3) See footnote 5 appearing on page 26 for a discussion of EBITDA.

(4) During each of the four years ended December 31, 1994, Funtime's net cash
used in investing activities was $2,687,000, $2,971,000, $5,095,000,
$6,344,000, $2,895,000 and $935,000, respectively. During those periods, net
cash provided by (used in) financing activities was $(5,300,000),
$(4,133,000), $(4,249,000), $(2,454,000), $4,729,000 and $2,060,000,
respectively.

28
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
PERIOD ENDED YEAR ENDED ---------------------
DECEMBER 31, 1994 DECEMBER 31, 1995 1995 1996
----------------- ----------------- --------- ----------
<S> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
(IN THOUSANDS, EXCEPT PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C>
ELITCH GARDENS(1)
STATEMENT OF OPERATIONS DATA:
Revenue:
Theme park admissions............................... $ -- $ 12,824 $ 12,762 $ 10,631
Theme park food, merchandise and other.............. -- 7,015 6,880 8,875
------- ------- --------- ----------
Total........................................... -- 19,839 19,642 19,506
Operating costs and expenses:
Operating expenses.................................. 300 8,373 7,383 8,579
Selling, general and administrative................. -- 9,289 7,903 6,216
Cost of products sold............................... -- 2,684 2,455 3,287
Depreciation and amortization(2).................... -- 1,550 880 10,291
------- ------- --------- ----------
Total........................................... 300 21,896 18,621 28,373
------- ------- --------- ----------
Income (loss) from operations....................... (300) (2,057) 1,021 (8,867)
Other income (expense):
Interest income (expense), net...................... 35 (2,041) (1,500) (3,193)
Other income (expense).............................. -- (157) (153) (284)
------- ------- --------- ----------
Total........................................... 35 (2,198) (1,653) (3,477)
------- ------- --------- ----------
Loss before income taxes............................ (265) (4,255) (632) (12,344)
Income tax expense (benefit)(3)..................... -- -- -- --
------- ------- --------- ----------
Net loss............................................ $ (265) $ (4,255) $ (632) $ (12,344)
------- ------- --------- ----------
------- ------- --------- ----------
OTHER DATA:
EBITDA(4)........................................... (300) $ (664) $ 1,749 $ 1,140
Net cash provided by (used in) operating
activities........................................ (39) $ 217 1,194 $ (720)
Capital expenditures................................ $ 36,854(5) $ 26,044(5) $ 23,760(5) $ 590
Total attendance.................................... -- 959 950 849
Revenue per visitor................................. -- $ 20.69 $ 20.68 $ $22.98
</TABLE>

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

(1) Represents historical financial and operating data of Elitch Gardens
Company which commenced operations in June 1995. Prior to 1995, a different
park under the name "Elitch Gardens" was operated by the predecessor of the
general partner of Elitch Gardens Company. The results of operations of the
prior park are not comparable to those of Elitch Gardens.

(2) Included in the September 1996 results is an $8,000,000 impairment
provision to reduce the carrying value of Elitch Gardens long-lived assets.

(3) As a partnership, Elitch Gardens Company is not subject to federal and
state income taxes.

(4) See footnote 5 appearing on page 26 for a discussion of EBITDA.

(5) Represents amount spent during that period to complete construction of the
new park.

29
<PAGE>
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------

<CAPTION>
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C> <C>
WATERWORLD(1)
STATEMENT OF OPERATIONS DATA:
Revenue:
Theme park admission...................................... $ 2,661 $ 3,346 $ 7,017 $ 6,758 $ 7,228
Theme park food, merchandise and other.................... 1,894 2,592 4,586 4,227 4,425
--------- --------- --------- --------- ---------
Total................................................... 4,555 5,938 11,603 10,985 11,653
Operating costs and expenses:
Operating expenses........................................ 1,387 2,296 3,558(2) 2,739(2) 3,941
Selling, general and administrative....................... 1,538 1,352 2,328 2,059 2,482
Cost of products sold..................................... 463 631 1,203 1,127 1,223
Depreciation and amortization............................. 521 556 1,018 674 1,075
--------- --------- --------- --------- ---------
Total................................................... 3,909 4,835 8,107 6,599 8,721
--------- --------- --------- --------- ---------
Income (loss) from operations............................. 646 1,103 3,496 4,386 2,932
Other income (expense):
Interest expense, net..................................... (184) (207) (546) (375) (446)
Other income (expense).................................... -- 92 183 183 --
--------- --------- --------- --------- ---------
Total................................................... (184) (115) (363) (192) (446)
--------- --------- --------- --------- ---------
Income (loss) before income taxes......................... 462 988 3,133 4,194 2,486
Income tax expense (benefit)(3)........................... (15) 1 92 92 163
--------- --------- --------- --------- ---------
Net income................................................ $ 477 $ 987 $ 3,041 $ 4,102 $ 2,923
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
OTHER DATA:
EBITDA(4)................................................. $ 1,167 $ 1,751 $ 4,514(2) $ 5,206(2) $ 4,079
Net cash provided by operating activities................. $ 985 $ 1,680 $ 4,019 $ 4,243 $ 3,360
Capital expenditures...................................... $ 2,683 $ 1,551 $ 9,243 $ 8,030 $ 2,404
Total attendance.......................................... 258 280 602 602 604
Revenue per visitor(5).................................... $ 13.71 $ 13.87 $ 15.95 $ 16.03 $ 16.61
</TABLE>

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

(1) Represents historical financial and operating data of FRE and Concord (the
owners of Waterworld) on a combined basis. The owners do not have any
significant operations other than Waterworld. Concord commenced operation of
Waterworld USA/Concord in May 1995. Accordingly, the combined financial
statements include the results of operations subsequent to the opening of
that park only for the year ended December 31, 1995 and the nine months
ended September 30, 1995 and 1996.

(2) In 1995, Waterworld USA/Concord's operations benefited from the absence of
substantial operating expenses during the construction period prior to the
May 1995 opening of the facility. During 1996, the corporate structure was
fully staffed during the entire period. Additionally, in 1995, Waterworld
USA/Concord incurred rental expense of $75,000; in 1996, the lease, by its
terms, converted to a percentage of revenue rent structure, resulting in
rental expense of $352,000 in that year.

(3) FRE is an "S" Corporation and Concord is a partnership. Accordingly, taxes
reflect only state taxes of FRE.

(4) See footnote 5 appearing on page 26 for a discussion of EBITDA.

(5) Revenue per visitor does not include revenues of Paradise Island (a
fee-per-attraction entertainment center) of $1,018,000, $2,054,000,
$2,004,000, $1,333,000, and $1,621,000 for the years ended December 31,
1993, 1994, and 1995 and for the nine months ended September 30, 1995 and
1996, respectively.

30
<PAGE>
<TABLE>
<CAPTION>
ELEVEN MONTHS ENDED
YEAR ENDED
OCTOBER 31, SEPTEMBER 30,
-------------------- --------------------
<S> <C> <C> <C> <C>
1994 1995 1995 1996
--------- --------- --------- ---------

<CAPTION>
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C>
THE GREAT ESCAPE
STATEMENT OF OPERATIONS DATA:
Revenue:
Theme park admissions...................................................... $ 7,740 $ 8,503 $ 8,515 $ 8,938
Theme park food, merchandise and other..................................... 5,581 5,857 5,843 6,132
--------- --------- --------- ---------
Total.................................................................... 13,321 14,360 14,358 15,070
Operating costs and expenses:
Operating expenses......................................................... 4,442 4,702 4,477 4,610
Selling, general and administrative........................................ 1,985 2,001 1,794 2,770(1)
Costs of products sold..................................................... 1,610 1,701 1,715 1,824
Depreciation and amortization.............................................. 849 1,018 951 1,319
--------- --------- --------- ---------
Total.................................................................... 8,886 9,422 8,937 10,523
--------- --------- --------- ---------
Income from operations..................................................... 4,435 4,938 5,421 4,547
Other income (expense):
Interest expense, net...................................................... (960) (964) (829) (821)
Income before income taxes................................................. 3,475 3,974 4,592 3,726
Income tax expense......................................................... 10 34 39 40
--------- --------- --------- ---------
Net income................................................................. $ 3,465 $ 3,940 $ 4,553 $ 3,686
--------- --------- --------- ---------
--------- --------- --------- ---------
OTHER DATA:
EBITDA(2).................................................................. $ 5,282 $ 5,956 $ 6,372 $ 5,866(1)
Net cash provided by operating activities.................................. $ 3,978 $ 5,378 $ 5,695 $ 5,215
Capital expenditures....................................................... $ 2,284 $ 1,645 $ 1,615 $ 298
Total attendance........................................................... 531 557 557 574
Revenue per visitor........................................................ $ 25.09 $ 25.78 $ 25.78 $ 26.25
</TABLE>

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

(1) Selling, general and administrative expense in the 1996 period increased
primarily due to increased compensation expense paid to the owner of The
Great Escape during that period.

(2) See footnote 5 on page 26 for a discussion of EBITDA.

31
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements (the "Pro
Forma Financial Statements") of the Company are based upon and should be read in
conjunction with the historical financial statements of Premier, Funtime, Elitch
Gardens Company, FRE and Concord (the owners of Waterworld) and The Great Escape
(owned by Storytown), all of which are included elsewhere in this Prospectus.
The Unaudited Pro Forma Combined Statement of Operations for the year ended
December 31, 1995 gives effect to the Funtime Acquisition, the Denver
Acquisition and the California Acquisition and the related financings as if they
had occurred on January 1, 1995 and to The Great Escape Acquisition and the
related financing as if they had occurred on November 1, 1994. The Unaudited Pro
Forma Combined Statement of Operations for the nine months ended September 30,
1996 gives effect to the Recent Acquisitions and the related financings as if
they had occurred on January 1, 1996.

The Unaudited Pro Forma Combined Balance Sheet is presented as if the Recent
Acquisitions occurred on September 30, 1996. The Acquisitions have been (or in
the case of The Great Escape Acquisition, will be) accounted for using the
purchase method of accounting. Allocations of the purchase price have been
determined based upon estimates of fair value.

The Pro Forma Financial Statements are for informational purposes only, have
been prepared based on estimates and assumptions deemed by the Company to be
appropriate and do not purport to be indicative of the financial position or
results of operations which would actually have been attained if the
Acquisitions had occurred as presented in such statements or which may be
achieved in the future.

32
<PAGE>
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL
FUNTIME(1) FUNTIME(2) HISTORICAL
SIX MONTHS FORTY-THREE COMBINED
HISTORICAL ENDED DAYS ENDED (PREMIER AND HISTORICAL
PREMIER JULY 2, 1995 AUGUST 14, 1995 FUNTIME) ELITCH GARDENS
----------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED) (UNAUDITED)

<CAPTION>
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenue:
Theme park admissions.................... $ 21,863 $ 6,195 $ 9,680 $ 37,738 $ 12,824
Theme park food, merchandise and other... 19,633 8,958 13,450 42,041 7,015
----------- ------------- ------- ------------- -------
Total revenue.......................... 41,496 15,153 23,130 79,779 19,839
----------- ------------- ------- ------------- -------
Operating costs and expenses:
Operating expenses....................... 19,775 10,537 6,039 36,351 8,373
Selling, general and administrative...... 9,272 3,459 2,533 15,264 9,289
Costs of products sold................... 4,635 2,083 2,953 9,671 2,684
Depreciation and amortization............ 3,866 3,316 829 8,011 1,550
----------- ------------- ------- ------------- -------
Total.................................. 37,548 19,395 12,354 69,297 21,896
----------- ------------- ------- ------------- -------
Income (loss) from operations............ 3,948 (4,242) 10,776 10,482 (2,057)
Other income (expense):
Interest expense, net.................... (5,578) (2,741) (321) (8,640) (2,041)
Other income (expense)................... (177) 4 (4) (177) (157)
----------- ------------- ------- ------------- -------
Total.................................... (5,755) (2,737) (325) (8,817) (2,198)
Income (loss) before income taxes........ (1,807) (6,979) 10,451 1,665 (4,255)
Income tax expense (benefit)............. (762) (2,722) 4,076 592 --
----------- ------------- ------- ------------- -------
Income (loss) before extraordinary
loss................................... $ (1,045) $ (4,257) $ 6,375 $ 1,073 $ (4,255)
----------- ------------- ------- ------------- -------
----------- ------------- ------- ------------- -------
Income (loss) before extraordinary loss
applicable to common stock............. $ (1,574) $ (4,257) $ 6,375 $ 544 $ (4,255)
----------- ------------- ------- ------------- -------
----------- ------------- ------- ------------- -------
Income (loss) per common share........... $ (.40) (13) (13) (13) (13)
-----------
-----------
Weighted average shares.................. 3,938,000 (13) (13) (13) (13)
-----------
-----------
OTHER DATA:
EBITDA(15)............................... $ 7,706 $ (922 ) $ 11,601 $ 18,385 $ (664 )
----------- ------------- ------- ------------- -------
----------- ------------- ------- ------------- -------
Net cash provided by (used in) operating
activities............................. $ 10,646 $ (1,196 ) $ 5,257 $ 14,707 $ 217
----------- ------------- ------- ------------- -------
----------- ------------- ------- ------------- -------

See accompanying notes to unaudited pro forma combined statement of operations.

HISTORICAL HISTORICAL COMBINED PRO FORMA COMPANY

THE GREAT ESCAPE WATERWORLD(3) COMPANY ADJUSTMENTS PRO FORMA

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

<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED) (UNAUDITED)

<S> <C> <C> <C> <C> <C>
Revenue:
Theme park admissions.................... $ 8,503 $ 7,017 $ 66,082 $ -- $ 66,082

Theme park food, merchandise and other... 5,857 4,586 59,499 360(4) 59,859

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

Total revenue.......................... 14,360 11,603 125,581 360 125,941

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

Operating costs and expenses:
Operating expenses....................... 4,702 3,558 52,984 (2,001)(5) 50,983

Selling, general and administrative...... 2,001 2,328 28,882 (5,482)(6) 23,400

Costs of products sold................... 1,701 1,203 15,259 (182)(7) 15,077

Depreciation and amortization............ 1,018 1,018 11,597 145(8) 11,742

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

Total.................................. 9,422 8,107 108,722 (7,520) 101,202

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

Income (loss) from operations............ 4,938 3,496 16,859 7,880 24,739

Other income (expense):
Interest expense, net.................... (964) (546) (12,191) (3,527)(9) (15,718)

Other income (expense)................... -- 183 (151) (183)(10) (334)

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

Total.................................... (964) (363) (12,342) (3,710) (16,052)

Income (loss) before income taxes........ 3,974 3,133 4,517 4,170 8,687

Income tax expense (benefit)............. 34 92 718 2,972(11) 3,690

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

Income (loss) before extraordinary
loss................................... $ 3,940 $ 3,041 $ 3,799 $ 1,198 $ 4,997

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

Income (loss) before extraordinary loss
applicable to common stock............. $ 3,940 $ 3,041 $ 3,799 $ 1,727(12) $ 4,997

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

Income (loss) per common share........... (13) (13) (13) $ 0.45

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

Weighted average shares.................. (13) (13) (13) 11,221,000 (14)

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

OTHER DATA:
EBITDA(15)............................... $ 5,956 $ 4,697 $ 28,374 $ 7,842 $ 36,216

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

Net cash provided by (used in) operating
activities............................. 5,378 $ 4,019 $ 24,321 $ 4,245 $ 28,566

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

See accompanying notes to unaudited pro forma combined statement of operations
</TABLE>

33
<PAGE>
PREMIER PARKS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995

BASIS OF PRESENTATION

The accompanying unaudited pro forma combined statement of operations for
the year ended December 31, 1995, has been prepared based upon certain pro forma
adjustments to historical financial information of the Company, Funtime, Elitch
Gardens, The Great Escape and Waterworld. The Company's acquisitions of the
operating assets of Elitch Gardens and Waterworld occurred on October 31, 1996
and November 19, 1996, respectively. The Company's acquisition of the operating
assets of The Great Escape is scheduled to occur on December 3, 1996. The
Company acquired Funtime in August 1995.

The unaudited pro forma combined statement of operations for the year ended
December 31, 1995, has been prepared assuming the Recent Acquisitions and the
related financings occurred January 1, 1995 (November 1, 1994, in the case of
The Great Escape). The unaudited pro forma combined statement of operations
should be read in conjunction with the financial statements of the Company,
Funtime, Elitch Gardens, The Great Escape and Waterworld and notes thereto
included elsewhere herein.

The pro forma weighted average of shares used to calculate pro forma income
per share is based on the actual weighted average number of shares outstanding
during 1995, adjusted to give effect to shares of Common Stock issued in the
Preferred Stock Conversion in June 1996 and upon conversion of subordinated
notes (August 1995) and adjusted to give effect to the issuance of 3,938,000
shares of Common Stock in June 1996 pursuant to the Public Offering, a portion
of the proceeds of which were or will be utilized to make the acquisitions.

PRO FORMA ADJUSTMENTS

<TABLE>
<S> <C> <C> <C>
(1) See Funtime's Consolidated Financial Statements included
herein.
(2) Represents the results of Funtime from the end of the first
six months of 1995 through August 14, 1995, the day prior to
the Funtime Acquisition.
(3) The amounts for Waterworld are the combined amounts of
revenues and expenses of FRE and Concord with elimination of
the 50% interest of Concord owned by FRE.
(4) Other revenue adjustments reflect the following:
</TABLE>

<TABLE>
<S> <C> <C> <C>
Effects of new contractual arrangement for Funtime's
Darien Lake's 20,000 seat amphitheater.................... $ 395
Elimination of operations of Funtime-Famous Recipe
restaurants which the Company closed...................... (360)
Change in concessionaire arrangements at the Funtime
parks..................................................... 325
---------
$ 360
---------
---------
</TABLE>

<TABLE>
<S> <C> <C>
(5) Operating expense adjustments reflect the following:
</TABLE>

<TABLE>
<S> <C> <C> <C>
Elimination of operations of Funtime-Famous Recipe
restaurants which the Company closed...................... $ 239
Reduction of Funtime operating expenses related to
insurance and leasing..................................... 672
Reduction of Elitch Gardens operating expenses related to
park staffing levels and lease expenses................... 1,090
---------
---------
$ 2,001
---------
---------
</TABLE>

34
<PAGE>
PREMIER PARKS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C> <C> <C>
(6) Selling, general and administrative expense adjustments reflect the
following:
Elimination of duplicative corporate personnel costs and corporate
expense at the Funtime parks......................................... $ 1,175
Elimination of duplicative corporate personnel costs and corporate
expenses at Elitch Gardens as follows:
</TABLE>

<TABLE>
<S> <C> <C> <C>
Corporate and full time personnel costs........................... $ 1,520
Pre-opening marketing costs....................................... 847
Insurance and entertainment costs................................. 725
Professional fees................................................. 492
Rental expense.................................................... 111
---------
3,695
</TABLE>

<TABLE>
<S> <C> <C> <C>
Elimination of duplicative corporate personnel costs at The Great
Escape................................................................ 500
Elimination of duplicative corporate personnel costs and corporate
expenses at Waterworld................................................ 112
---------
$ 5,482
---------
---------
</TABLE>

<TABLE>
<S> <C> <C>
(7) Adjustment reflects the elimination of operations of Funtime-Famous Recipe restaurants
which the Company closed.
(8) Adjustment reflects the effects of eliminating historical depreciation ($7,731) of the
acquired parks, the pro forma depreciation of $7,412 on the Funtime property and
equipment and the property and equipment of Elitch Gardens, Waterworld, and The Great
Escape and the pro forma amortization of $464 on the $11,600 costs in excess of fair
value. Of the total purchase price for the Recent Acquisitions, $87,250 was allocated
to depreciable assets and $15,500 was allocated to land. Depreciation is based on
estimated lives of 15 to 25 years. Intangible assets are amortized over 25 years.
Adjustment reflects the increase in interest expense as if the acquisitions of Funtime,
(9) Elitch Gardens, Waterworld and The Great Escape and the related financings had been
consummated on January 1, 1995. Approximately $1,848 of secured indebtedness of Premier
was not refinanced with the proceeds of the Existing Notes issued in August 1995.
Additionally, as a component of the financing transactions, obligations of $3,259 were
recognized as a result of modifications of certain lease agreements resulting in their
reclassification as capital leases. Other than the proceeds of the Term Loan Facility,
the funding of the acquisitions of Elitch Gardens, Waterworld, and The Great Escape is
from the proceeds of the Company's June 1996 Public Offering and cash from operations.
Issuance costs associated with the Existing Notes and the Term Loan Facility are being
amortized over their respective eight and five year terms. The components of the
adjustment are as follows:
</TABLE>

<TABLE>
<S> <C> <C> <C>
Interest expense on the Existing Notes issued in August 1995 --
January 1, 1995 to August 14, 1995.............................. $ 6,750
Interest expense on the Term Loan Facility........................ 4,204
Amortization costs associated with issuance of the Existing
Notes........................................................... 383
Amortization of costs associated with Term Loan Facility.......... 415
Elimination of historical interest expense--Premier............... (1,689)
Elimination of historical interest expense--Funtime............... (3,062)
Elimination of historical interest expense--Elitch Gardens,
Waterworld, and The Great Escape................................ (3,551)
Interest relating to reclassified capital leases.................. 77
---------
$ 3,527
---------
---------
</TABLE>

35
<PAGE>
PREMIER PARKS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS (CONTINUED)

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C> <C>
If the Concurrent Offering is consummated (assuming an interest rate of % per annum
on the New Notes) and after giving effect to the repayment in full of the Term Loan
Facility, pro forma interest expense, net, would be $ . For purposes of these
adjustments, the Company has assumed that the New Credit Facility will be amended,
rather than terminated.
(10) Adjustment reflects the elimination of a development fee recognized by one of the
Waterworld parks for developing the other Waterworld park.
(11) Adjustment reflects the application of income taxes at a rate of 40% to the pro forma
adjustments and to the acquired operations that were not previously directly subject
to income taxation and after consideration of permanent differences.
(12) Adjustment reflects the aggregate pro forma adjustments to income (loss) before
extraordinary loss and the elimination of $529 of accumulated, but unpaid, preferred
stock dividends as a result of the Preferred Stock Conversion in June 1996.
(13) Income (loss) per common share and weighted average share data are not presented for
Funtime, Elitch Gardens, Waterworld, and The Great Escape as the information is not
meaningful.
(14) The calculation of pro forma weighted average shares outstanding for the
year ended December 31, 1995 is as follows:
</TABLE>

<TABLE>
<S> <C> <C>
Weighted average shares of Common Stock outstanding.................. 3,938,000
Common Stock issued as a result of the conversion of the Company's
subordinated notes, presumed outstanding on January 1, 1995........ 920,000
Preferred Stock Conversion into Common Stock, as if issued and
converted on January 1, 1995....................................... 2,424,000
Common Stock issued in the June 1996 Public Offering, a portion of
the proceeds of which were used to make the Recent Acquisitions.... 3,939,000
----------
11,221,000
----------
----------
</TABLE>

<TABLE>
<S> <C> <C>
EBITDA is defined as earnings from continuing operations before interest expense,
(15) net, income tax expense (benefit), depreciation and amortization, minority interest
and equity in loss of partnership. The Company has included information concerning
EBITDA because it is used by certain investors as a measure of the Company's ability
to service and/or incur debt. EBITDA is not required by GAAP and should not be
considered in isolation or as an alternative to net income, net cash provided by
operating, investing and financing activities or other financial data prepared in
accordance with GAAP or as an indicator of the Company's operating performance. This
information should be read in conjunction with the Statements of the Cash Flows
contained in the financial statements included elsewhere herein.
</TABLE>

36
<PAGE>
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL HISTORICAL HISTORICAL COMBINED PRO FORMA COMPANY
PREMIER ELITCH GARDENS THE GREAT ESCAPE WATERWORLD(1) COMPANY ADJUSTMENTS PRO FORMA
--------- -------------- ----------------- ------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Theme park
admissions......... $ 38,970 $ 10,631 $ 8,938 $ 7,228 $ 65,767 $ -- $ 65,767
Theme park food,
merchandise and
other.............. 50,822 8,875 6,092 4,425 70,214 -- 70,214
--------- -------------- ------- ------------- ----------- ----------- ------------
Total revenue.... 89,792 19,506 15,030 11,653 135,981 -- 135,981
--------- -------------- ------- ------------- ----------- ----------- ------------
Operating costs and
expenses:
Operating expenses... 32,897 8,579 4,293 3,941 49,710 (350)(2) 47,985
(1,375)(3)
Selling, general and
administrative..... 15,363 6,216 2,593 2,482 26,654 (3,458)(4) 23,196
Costs of products
sold............... 10,685 3,287 1,812 1,223 17,007 -- 17,007
Depreciation and
amortization....... 5,599 10,291 1,079 1,075 18,044 (8,365)(5) 9,679
--------- -------------- ------- ------------- ----------- ----------- ------------
Total............ 64,544 28,373 9,777 8,721 111,415 (13,548) 97,867
--------- -------------- ------- ------------- ----------- ----------- ------------
Income (loss) from
operations......... 25,248 (8,867) 5,253 2,932 24,566 13,548 38,114
OTHER INCOME
(EXPENSE):
Interest expense,
net................ (7,657) (3,193) (711) (446) (12,007) 886(6) (11,121)
Other income
(expense).......... (59) (284) -- -- (343) 125(7) (218)
--------- -------------- ------- ------------- ----------- ----------- ------------
Total............ (7,716) (3,477) (711) (446) (12,350) 1,011 (11,339)
Income (loss) before
income taxes....... 17,532 (12,344) 4,542 2,486 12,216 14,559 26,775
Income tax expense
(benefit).......... 7,020 -- 40 163 7,223 3,649(8) 10,872
--------- -------------- ------- ------------- ----------- ----------- ------------
Net income (loss).... $ 10,512 $ (12,344) $ 4,502 $ 2,323 $ 4,993 $ 10,910 $ 15,903
--------- -------------- ------- ------------- ----------- ----------- ------------
--------- -------------- ------- ------------- ----------- ----------- ------------
Net income (loss)
applicable to
common stock....... $ 9,909 $ (12,344) $ 4,502 $ 2,323 $ 4,993 $ 11,513(9) $ 15,903
--------- -------------- ------- ------------- ----------- ----------- ------------
--------- -------------- ------- ------------- ----------- ----------- ------------
Net income per common
share.............. $ 1.24 (10) (10) (10) (10) $ 1.36
------------
------------
Weighted average
shares............. 7,979,000 (10) (10) (10) (10) 11,660,000(11)
--------- ------------
--------- ------------
OTHER DATA:
EBITDA(12)........... $ 30,848 $ 1,140 $ 6,332 $ 4,023 $ 42,283 $ 5,308 $ 47,635
--------- -------------- ------- ------------- ----------- ----------- ------------
--------- -------------- ------- ------------- ----------- ----------- ------------
Net cash provided by
(used in) operating
activities......... $ 10,222 $ 720 $ 5,215 $ 3,360 $ 19,517 $ 6,194 $ 25,761
--------- -------------- ------- ------------- ----------- ----------- ------------
--------- -------------- ------- ------------- ----------- ----------- ------------
</TABLE>

See accompanying notes to unaudited pro forma combined statement of operations

37
<PAGE>
PREMIER PARKS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1996

BASIS OF PRESENTATION

The accompanying pro forma combined statement of operations for the nine
months ended September 30, 1996 has been prepared based upon certain pro forma
adjustments to historical financial information of the Company, Elitch Gardens,
The Great Escape, and Waterworld. The Company's acquisitions of the operating
assets of Elitch Gardens and Waterworld occurred on October 31, 1996, and
November 19, 1996, respectively. The Company's acquisition of the operating
assets of The Great Escape is scheduled to occur on December 3, 1996. The
Company acquired Funtime in 1995.

The unaudited pro forma combined statement of operations for the nine months
ended September 30, 1996 has been prepared assuming the acquisitions of Elitch
Gardens, Waterworld, and The Great Escape and the related financings occurred on
January 1, 1996. The operations of Funtime are included in the Company's
operations for 1996 since the acquisition of Funtime occurred in 1995. The
unaudited pro forma combined statement of operations should be read in
conjunction with the financial statements of the Company, Elitch Gardens, The
Great Escape, and Waterworld, and notes thereto included elsewhere herein.

The pro forma weighted average number of common shares used to calculate pro
forma income per share is based on the actual weighted average number of shares
outstanding during the nine months ended September 30, 1996, adjusted to give
effect to shares issued in the Preferred Stock Conversion (June 1996) and the
issuance of 3,938,000 shares in June 1996 pursuant to the Public Offering, a
portion of the proceeds of which were or will be utilized to make the Recent
Acquisitions.

PRO FORMA ADJUSTMENTS

(1) The amounts for Waterworld are the combined amounts of revenues and
expenses of FRE and Concord with elimination of the 50% interest of
Concord owned by FRE.

(2) Adjustment reflects the change in food concessionaire arrangements at
Elitch Gardens.

(3) Adjustments reflect the reduction of Elitch Gardens operating expenses
related to park staffing levels ($1,000) and entertainment contracts
($375).

(4) Selling, general and administrative expense adjustments reflect the
following:

<TABLE>
<S> <C> <C> <C>
Elimination of duplicative corporate personnel costs and
corporate expenses at Elitch Gardens as follows:
Corporate and full-time personnel costs......................... $ 1,140
Insurance expense............................................... 375
Professional fees............................................... 466
Rental expense.................................................. 89
---------
$ 2,070
</TABLE>

<TABLE>
<S> <C> <C>
Elimination of duplicative corporate personnel expenses at The Great
Escape............................................................... $ 1,300
Elimination of duplicative corporate personnel costs and corporate
expenses at Waterworld............................................... 88
---------
$ 3,458
---------
---------
</TABLE>

(5) Adjustment reflects the effects of eliminating historical depreciation
($4,445) and impairment provision ($8,000) recognized by one of the
acquired parks, the pro forma depreciation of $3,732 on the property
and

38
<PAGE>
PREMIER PARKS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1996

equipment of Elitch Gardens, Waterworld, and The Great Escape and the pro
forma amortization of $348 on the $11,600 costs in excess of fair
value. Of the total purchase price for the Recent Acquisitions,
$87,250 was allocated to depreciable assets and $15,500 was allocated
to land. Depreciation is based on estimated lives of 15 to 25 years.
Intangible assets are amortized over 25 years.

(6) Adjustment reflects the decrease in interest expense as if the
acquisitions of Elitch Gardens, Waterworld, and The Great Escape and
related Term Loan Facility had been consummated on January 1, 1996.
Other than the proceeds of the Term Loan Facility, the funding of the
acquisitions of Elitch Gardens, Waterworld, and The Great Escape is
assumed to be from the proceeds of the June 1996 Public Offering and
cash from operations. As such, the obligations resulting from the
Concurrent Offering are excluded as the Term Loan Facility is not
being used to make the acquisitions. Issuance costs associated with
the Existing Notes and the Term Loan Facility are being amortized over
the respective eight and five year terms. The components of the
adjustment are as follows:

<TABLE>
<S> <C> <C>
Interest expense on the Term Loan Facility....................................... $ 3,153
Amortization of costs associated with Term Loan Facility......................... 311
Elimination of historical interest expense -- Elitch Gardens, Waterworld, and The
Great Escape................................................................... $ (4,350)
---------
$ (886)
---------
---------
</TABLE>

If the Concurrent Offering is consummated (assuming an interest rate of
% per annum on the New Notes) and after giving effect to the
repayment in full of the Term Loan Facility, pro forma interest
expense, net, would be $ . For purposes of these adjustments, the
Company has assumed that the New Credit Facility will be amended,
rather than terminated.

(7) Adjustment reflects the elimination of food service management fee at
Elitch Gardens.

(8) Adjustment reflects the application of income taxes at a rate of 40%
to the pro forma adjustments and to the acquired operations that were
not previously directly subject to income taxation and after
consideration of permanent differences.

(9) Adjustment reflects the aggregate pro forma adjustment to income
(loss) before extraordinary loss and the elimination of $603 of
preferred stock dividends as a result of the Preferred Stock
Conversion.

(10) Income (loss) per common share and weighted average share data are not
presented for Elitch Gardens, Waterworld, and The Great Escape as the
information is not meaningful.

(11) The calculation of pro forma weighted average shares outstanding for
the nine months ended September 30, 1996 is as follows:

<TABLE>
<S> <C> <C>
Weighted average shares of Common Stock outstanding........................... 7,979,000
Preferred Stock Conversion, as if issued and converted on January 1, 1996..... 1,619,000
Common Stock issued in the Public Offering, a portion of the proceeds of which
were used to make the Recent Acquisitions, as if issued on January 1,
1996........................................................................ 2,062,000
---------
11,660,000
---------
---------
</TABLE>

(12) EBITDA is defined as earnings from continuing operations before
interest expense, net, income tax expense (benefit), depreciation and
amortization, minority interest and equity in loss of partnership. The
Company has included information concerning EBITDA because it is used
by certain investors as a

39
<PAGE>
PREMIER PARKS INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1996

measure of the Company's ability to service and/or incur debt. EBITDA is
not required by GAAP and should not be considered in isolation or as
an alternative to net income, net cash provided by operating,
investing and financing activities or other financial data prepared in
accordance with GAAP or as an indicator of the Company's operating
performance. This information should be read in conjunction with the
Statements of the Cash Flows contained in the financial statements
included elsewhere herein.

40
<PAGE>
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
HISTORICAL HISTORICAL
HISTORICAL ELITCH THE GREAT HISTORICAL PRO FORMA COMPANY
PREMIER GARDENS ESCAPE WATERWORLD(1) ADJUSTMENTS PRO FORMA
----------- ------------- --------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash
equivalents.............. $ 73,766 $ 2,969 $ 569 $ 854 $ (4,392)(2) $ 13,845
(59,921)(3)
Accounts receivable........ 8,409 969 265 338 (1,572)(2) 8,409
Inventories................ 3,460 860 94 143 -- 4,557
Prepaid expenses........... 1,906 128 92 208 -- 2,334
----------- ------------- ------- ------------- ----------- -----------
Total current assets... 87,541 4,926 1,020 1,543 (65,885) 29,145
Deferred charges........... 4,448 1,629 63 57 (1,749)(2) 6,523
2,075(3)
Deposits and other......... 7,125 -- -- 10 (10)(2) 7,125
----------- ------------- ------- ------------- ----------- -----------
Other assets........... 11,573 1,629 63 67 316 13,648
Property and equipment,
net...................... 140,153 57,728 13,996 15,706 14,291(3) 241,874
Intangible assets, net..... 12,847 -- -- -- 11,600(3) 24,447
----------- ------------- ------- ------------- ----------- -----------
Total assets........... $ 252,114 $ 64,283 $ 15,079 $ 17,316 $ (39,678) $ 309,114
----------- ------------- ------- ------------- ----------- -----------
----------- ------------- ------- ------------- ----------- -----------
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Accounts payable and
accrued expenses......... $ 6,378 $ 3,983 $ 607 $ 997 (5,587)(2) 6,378
Accrued interest payable... 1,386 2,454 -- -- (2,454)(2) 1,386
Current maturities of long-
term debt and capital
lease obligations........ 1,054 36,994 1,200 1,621 (39,815)(2) 1,054
----------- ------------- ------- ------------- ----------- -----------
Total current
liabilities............ 8,818 43,431 1,807 2,618 (47,856) 8,818
Long-term debt and capital
lease obligations........ 92,350 6,465 1,600 5,182 (13,247)(2) 149,350
57,000(3)
Other long-term
liabilities.............. 3,234 -- 3,782 -- (3,782)(2) 3,234
Deferred income taxes...... 26,138 -- -- -- -- 26,138
----------- ------------- ------- ------------- ----------- -----------
Total Liabilities...... 130,540 49,896 7,189 7,800 (7,885) 187,540
Total stockholders'
equity................... 121,574 14,387 7,890 9,516 (31,793)(2) 121,574
----------- ------------- ------- ------------- ----------- -----------
Total liabilities and and
stockholders' equity..... $ 252,114 $ 64,283 $ 15,079 $ 17,316 $ (39,678) $ 309,114
----------- ------------- ------- ------------- ----------- -----------
----------- ------------- ------- ------------- ----------- -----------
</TABLE>

See accompanying notes to unaudited pro forma combined balance sheet

41
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 30, 1996

BASIS OF PRESENTATION

The accompanying unaudited pro forma combined balance sheet as of September
30, 1996 has been prepared based on certain pro forma adjustments to historical
financial information of the Company, Elitch Gardens, The Great Escape, and
Waterworld. The Company's acquisition of the operating assets of Elitch Gardens
and Waterworld occurred on October 31, 1996, and November 19, 1996,
respectively. The Company's acquisition of the operating assets of The Great
Escape is scheduled to occur on December 3, 1996.

The unaudited pro forma combined balance sheet as of September 30, 1996 has
been prepared assuming the acquisition of Elitch Gardens, Waterworld, and The
Great Escape occurred on September 30, 1996. The assets and liabilities of
Funtime are included in the Company's assets and liabilities as of September 30,
1996, since the acquisition of Funtime occurred in 1995. The unaudited pro forma
combined balance sheet should be read in conjunction with the financial
statements of the Company, Elitch Gardens, The Great Escape, and Waterworld and
notes thereto included elsewhere herein.

PRO FORMA ADJUSTMENTS

(1) The amounts for Waterworld are the combined amounts of assets, liabilities,
and equity of FRE and Concord with elimination of the 50% interest of
Concord owned by FRE.

(2) Adjustments reflect the elimination of assets not purchased ($7,723) and
liabilities not assumed ($64,885) by the Company, as follows:

(a) the Company did not acquire the cash ($4,392), accounts receivable
($1,572) or deferred charges ($1,749) or deposits ($10) of Elitch
Gardens, Waterworld or The Great Escape.

(b) the Company did not assume the accounts payable and accrued expenses
($5,587), accrued interest payable ($2,454), current maturities of
long-term debt and capital lease obligations ($39,815), long-term debt
and capital lease obligations ($13,247), or other long-term liabilities
($3,782) of Elitch Gardens, Waterworld or The Great Escape.

(3) Adjustment reflects the purchase for cash of the operating assets of Elitch
Gardens ($62,500), Waterworld ($17,250), and The Great Escape ($33,000), the
purchase from the lessor of certain assets of Elitch Gardens subject to a
capital lease ($496) and estimated transaction costs of $1,600. Purchase
prices were funded through existing cash balances of the Company and
borrowings of $57,000 under the Term Loan Facility. Costs associated with
the new borrowings approximate $2,075 and have been reflected as deferred
charges. The acquisitions are being accounted for using the purchase method
of accounting. Allocation of the purchase price is based upon estimated fair
values for property and equipment. Fair value of inventory and prepaid
expenses approximate recorded historical amounts. Purchase price in excess
of underlying asset aggregate fair values ($11,600) has been reflected as
intangible assets.

42
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company's revenue is derived principally from the sale of tickets for
entrance to its parks (approximately 43.4%, 52.7%, 56.0% and 58.9% in the nine
months ended September 30, 1996 and in the years ended December 31, 1995, 1994
and 1993, respectively) and the sale of food, merchandise, games and attractions
inside its parks and other income (approximately 56.6%, 47.3%, 44.0% and 41.1%
in the nine months ended September 30, 1996 and in the years ended December 31,
1995, 1994 and 1993, respectively). The Company's principal costs of operations
include salaries and wages, fringe benefits, advertising, outside services,
maintenance, utilities and insurance. The Company's expenses are relatively
fixed. Costs for full-time employees, maintenance, utilities, advertising and
insurance do not vary significantly with attendance, thereby providing the
Company with a significant degree of operating leverage as attendance increases
and fixed costs per visitor decrease.

The Company believes that significant opportunities exist to acquire
additional theme parks. Although the Company has had discussions with respect to
several additional business acquisitions, no agreement or understanding has been
reached with respect to any specific future acquisition (other than The Great
Escape). See "Use of Proceeds" and "Business -- Acquisition Strategy." In
addition, the Company intends to continue its on-going expansion of its rides
and attractions and overall improvement of its existing parks (and The Great
Escape) to maintain and enhance the appeal of its parks. Management believes
this strategy has contributed to increased attendance, lengths of stay, in-park
spending and, therefore, profitability. See "Business -- Operating Strategy."

The following discussion does not include the results of the parks acquired
in the Recent Acquisitions. For financial information regarding the parks
acquired in the Acquisitions, see "Selected Historical and Pro Forma Financial
and Operating Data," "Unaudited Pro Forma Combined Financial Statements" and the
financial statements of the sellers in the Acquisitions included elsewhere
herein.

43
<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

The following table sets forth certain financial information with respect to
the Company and Funtime for the nine months ended September 30, 1995 and 1996:

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1995
-----------------------------------------------------------------------------------
HISTORICAL HISTORICAL
FUNTIME(2) FUNTIME(2) HISTORICAL
SIX MONTHS FORTY-THREE NINE MONTHS
ENDED DAYS ENDED ENDED
HISTORICAL JULY 2, AUGUST 14, HISTORICAL PRO FORMA COMPANY SEPTEMBER 30,
PREMIER(1) 1995 1995 COMBINED ADJUSTMENTS(3) PRO FORMA 1996
----------- ----------- -------------- ----------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
Revenues:
Theme park admissions..... $ 20,263 $ 6,195 $ 9,680 $ 36,138 $ -- $ 36,138 $ 38,970
Theme park food,
merchandise, and
other................... 18,508 8,958 13,450 40,916 360 41,276 50,822
----------- ----------- ------- ----------- ------ ----------- -------------
Total revenue............. 38,771 15,153 23,130 77,054 360 77,414 89,792
----------- ----------- ------- ----------- ------ ----------- -------------
Expenses:
Operating expenses........ 15,640 10,537 6,039 32,216 (911) 31,305 32,897
Selling, general and
administrative.......... 6,833 3,459 2,533 12,825 (1,175) 11,650 15,363
Costs of products sold.... 4,333 2,083 2,953 9,369 (182) 9,187 10,685
Depreciation and
amortization............ 2,258 3,316 829 6,403 (1,708) 4,695 5,599
----------- ----------- ------- ----------- ------ ----------- -------------
Total cost and expenses... 29,064 19,395 12,354 60,813 (3,976) 56,837 64,544
----------- ----------- ------- ----------- ------ ----------- -------------
Income (loss) from
operations.............. 9,707 (4,242) 10,776 16,241 4,336 20,577 25,248
Interest expense, net..... (3,101) (2,741) (321) (6,163) (2,459) (8,622) (7,657)
Other income (expense).... (87) 4 (4) (87) -- (87) (59)
----------- ----------- ------- ----------- ------ ----------- -------------
Total other income
(expense)............... (3,188) (2,737) (325) (6,250) (2,459) (8,709) (7,716)
----------- ----------- ------- ----------- ------ ----------- -------------
Income before income taxes
and extraordinary
loss.................... 6,519 (6,979) 10,451 9,991 1,877 11,868 17,532
Income taxes.............. 2,563 (2,722) 4,076 3,917 1,050 4,967 7,020
----------- ----------- ------- ----------- ------ ----------- -------------
Income before
extraordinary loss...... $ 3,956 $ (4,257) $ 6,375 $ 6,074 $ 827 $ 6,901 $ 10,512
----------- ----------- ------- ----------- ------ ----------- -------------
----------- ----------- ------- ----------- ------ ----------- -------------
</TABLE>

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

(1) Includes results of parks acquired in the Funtime Acquisition from and
after August 15, 1995.

(2) Includes results of parks acquired in the Funtime Acquisition from January
1, 1995 to August 14, 1995.

(3) See footnotes to Unaudited Pro Forma Combined Statement of Operations for
the Year Ended December 31, 1995, as they relate to Funtime, for a
discussion of the pro forma adjustments.

REVENUE. Revenue aggregated $89.8 million in the nine months ended
September 30, 1996 compared to $38.8 million in the first nine months of 1995,
and to revenues (after giving pro forma effect to the

44
<PAGE>
Funtime Acquisition, which occurred on August 15, 1995) of $77.4 million in the
first nine months of 1995. This 16.0% increase over pro forma same period 1995
revenue is attributable to increased attendance (15.0%) and per capita revenue
(5.9%) at the parks and increased sponsorship revenues, as well as increased
season pass sales at several parks, and increased campground revenues at Darien
Lake and income from the new contractual arrangements at the Darien Lake
Performance Arts Center.

OPERATING EXPENSES. Operating expenses increased during the first nine
months of 1996 to $32.9 million from $15.6 million reported in 1995, and from
$31.3 million pro forma operating expenses for the first nine months of 1995.
This 5.1% increase over pro forma operating expenses is mainly due to additional
staffing related to the increased attendance levels and increased pay rates,
offset to some extent by a decrease in equipment rental expense due to the
purchase of equipment that had been leased during 1995. As a percentage of
revenue, operating expenses constituted 36.6% for the 1996 period and 40.4% on a
pro forma basis for the prior-year period.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were $15.4 million in the first nine months of 1996, compared to $6.8
million reported, and $11.7 million pro forma selling, general and
administrative expenses for the 1995 period. As a percentage of revenues, these
expenses constituted 17.1% for the 1996 period and 15.0% for the prior-year
period (pro forma). This increase over 1995 pro forma expenses relates primarily
to increased advertising and marketing expenses to promote the newly-acquired
parks and the new rides and attractions at all of the parks, increased sales
taxes arising from increased volume generally, increased property taxes and
professional services and additional staff added at the corporate level.

COSTS OF PRODUCTS SOLD. Costs of products sold were $10.7 million for the
first nine months of 1996 compared to $4.3 million reported for the first nine
months of 1995, and $9.2 million pro forma for the 1995 period. Costs of
products sold (as a percentage of in-park revenue) constituted approximately
21.0% for the 1996 period and 22.3% for the 1995 period (pro forma). This $1.5
million or 16.3% increase over pro forma 1995 results is directly related to the
23.1% increase in food, merchandise and other revenues.

DEPRECIATION AND INTEREST EXPENSE. Depreciation expense increased $3.3
million over the reported 1995 period results and $0.9 over pro forma
depreciation and amortization expense for that period. The increase over the pro
forma 1995 period expense is a result of the on-going capital program at the
Company's parks. Interest expense, net, increased $4.5 million as a result of
interest on the Existing Notes.

INCOME TAXES. The Company had a provision for income tax expense of $7.0
million during the first nine months of 1996, compared to a provision for such
expense of $2.6 million during the comparable period of 1995. The effective tax
rate used to calculate the provision was approximately 40% in the 1996 period,
as compared to 39% in the prior-year period. See Note 6 to the Company's
consolidated financial statements.

YEARS ENDED DECEMBER 31, 1995 AND 1994

REVENUE. Revenue aggregated $41.5 million in 1995, a 66.7% increase over
1994 revenue of $24.9 million. A large portion of the increase ($13.5 million)
resulted from the Funtime Acquisition on August 15, 1995. The Company's 1995
results include the results from the Funtime parks from and after that date. The
1995 results of the Company without consideration of the Funtime Acquisition
provided a revenue increase of 12.5% from $24.9 million in 1994 to $28.0 million
in 1995. This increase is primarily attributable to the increased attendance of
14.3% from 1.4 million in 1994 to 1.6 million in 1995 at the three theme parks
owned by the Company prior to the Funtime Acquisition.

OPERATING EXPENSES. Operating expenses increased approximately $7.4
million, or 60.0%, in 1995 over 1994 levels. A large portion of the increase
($6.9 million) is a result of the Funtime Acquisition. The 1995 results of the
Company without consideration of the Funtime Acquisition provided an increase of

45
<PAGE>
3.2% in operating expenses from $12.4 million in 1994 to $12.8 million in 1995.
As a percentage of revenue, operating expenses constituted approximately 47.7%
in 1995 and approximately 49.6% in 1994. Without consideration of the Funtime
Acquisition, operating expenses constituted approximately 45.7% of revenue in
1995.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased from approximately $5.5 million in 1994 to approximately $9.3
million in 1995. These expenses (as a percentage of revenues) constituted
approximately 22.3% and 21.9% during 1995 and 1994, respectively. A large
portion of the increase ($2.6 million) is a result of the Funtime Acquisition.
The Company's selling, general and administrative expenses without consideration
of the Funtime Acquisition increased 21.8% from $5.5 million in 1994 to $6.7
million in 1995 primarily due to a 20.3% increase in marketing and advertising
expenses. Most of the increase was incurred at Adventure World as part of the
advertising campaign design to promote public awareness of the new Mind Eraser
suspended, looping roller coaster, and a lesser portion of this increase was
incurred in connection with the promotion of the new combined season pass
program at Frontier City and White Water Bay.

COSTS OF PRODUCTS SOLD. Costs of products sold increased from $2.6 million
in 1994 to $4.6 million in 1995. A large portion of the increase ($1.7 million)
is a result of the Funtime Acquisition. Cost of products sold (as a percentage
of in-park revenue) constituted approximately 23.6% and 23.3%, during 1995 and
1994, respectively. The Company's costs of products sold without consideration
of the Funtime Acquisition increased 11.5% from $2.6 million in 1994 to $2.9
million in 1995. This increase is a direct result of increased in-park sales at
the parks.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
aggregated approximately $3.9 million in 1995 and approximately $2.0 million in
1994. This 93.6% increase resulted primarily from the Funtime Acquisition. The
Company's depreciation and amortization without consideration of the Funtime
Acquisition increased 25.0% from $2.0 million in 1994 to $2.5 million in 1995,
reflecting the effect of the Company's additional capital improvements.

INCOME TAXES. The Company had an income tax benefit in 1995 of $852,000,
compared to an income tax expense of $68,000 in 1994. The Company's income tax
benefit in 1995 was allocated to loss before income taxes ($762,000) and an
extraordinary loss ($90,000) on extinguishment of debt. The effective income tax
rate for 1995 was 42.2% as compared to approximately 40% in 1994. The Company
anticipates an effective tax rate of between 40% and 42% in the future since the
parks acquired in the Funtime Acquisition are located in higher tax
jurisdictions than the Company's three previous parks and due to the
non-deductibility of the amortization of the goodwill that resulted from the
Funtime Acquisition. See Note 7 to the Company's consolidated financial
statements.

On its December 31, 1995 federal income tax return, the Company reported
carryovers of approximately $13.8 million of net operating losses ("NOLS"), $3.7
million of alternative minimum tax ("AMT") NOLs and $1.9 million of AMT credits
for federal income tax purposes. The regular tax and AMT NOLs and AMT credits
are subject to review and potential disallowance by the Internal Revenue Service
upon audit of the federal income tax returns of the Company and its
subsidiaries. In addition, under Section 382 of the Internal Revenue Code of
1986, as amended, the use of such NOLs and AMT credits is subject to one or more
limitations on the amount of taxable income, or in the case of the AMT credits,
regular tax, that can be offset with such NOLs and AMT credits. Some of such
NOLs also are subject to a limitation as to which of the subsidiaries' income
such NOLs are permitted to offset. Accordingly, no assurance can be given as to
the timing or amount of the availability of such NOLs and AMT credits to the
Company and its subsidiaries.

46
<PAGE>
YEARS ENDED DECEMBER 31, 1994 AND 1993

REVENUE. Revenue aggregated $24.9 million in 1994, a 13.9% increase over
1993 revenue of $21.9 million, resulting from a 30.1% increase in revenue at
Adventure World and a 3.8% increase in revenue at Frontier City, offset in part
by a 7.0% decrease in revenue at White Water Bay.

Attendance at Premier's three parks in 1994 increased approximately 6.5%
compared to 1993 levels primarily as a result of a 19.2% increase at Adventure
World based on Premier's substantial investment in new rides and attractions and
increased marketing (including the engagement of Cal Ripken, Jr. as the park's
official spokesperson), which was offset in part by a 6.1% decrease in
attendance at White Water Bay. The aggregate increase in attendance in 1994 was
augmented by a 1.8% increase in ticket revenue per customer and a 8.4% increase
in per-customer in-park spending in that year. The increased ticket revenue
resulted from increased prices and a reduction in discount levels. The increased
in-park spending in 1994 was primarily attributable to higher price levels,
additional food and other retail outlets at the parks in that year and longer
in-park stays. Of the 1994 revenues, $417,000 represents the excess of insurance
proceeds received by Premier over the net book value of assets destroyed, and
repair costs of assets damaged, by high winds at one of Premier's parks. See
Note 11 to the Company's consolidated financial statements. The Company believes
that the storm and the resulting damage caused a substantial loss of attendance
and revenue at the affected park. The Company estimates that the storm resulted
in an attendance loss of at least 20,000 customers at the park. During 1994,
revenue per visitor at the affected park was approximately $20.36.

OPERATING EXPENSES. Operating expenses increased approximately $2.0
million, or 18.8%, in 1994 over 1993 levels. As a percentage of revenues,
operating expenses constituted approximately 49.6% in 1994 and 47.6% in 1993.
The increase in operating expenses during 1994 was primarily attributable to an
approximate $805,000 increase (representing a 12% increase over 1993 levels) in
salaries and other compensation benefits during that year, an approximate
$406,000 (65%) increase in repair and maintenance expense and a $511,000 (42%)
increase in operating supplies, equipment rentals and other expense. The
increase in personnel cost reflected an increase primarily at Adventure World in
the number of seasonal employees (11%) required to operate additional
attractions as well as longer operating hours and, to a lesser extent, changes
in hourly rates paid to lifeguards and other skilled employees (6%). Salary and
other compensation benefits increased $613,000 at Adventure World in 1994.
Repairs and maintenance increased due largely to a $288,000 increase at
Adventure World arising out of the significant expansion of that park with the
addition of 14 new rides and numerous other improvements during the two years
preceding the 1994 season. Operating supplies, equipment rentals and other
expenses increased due to additional "live" shows presented at the parks,
additional equipment rentals, particularly at Adventure World, increases in
utility costs due to the additional rides and attractions at the parks, and
costs associated with the preparation of group sales brochures.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased from $4.8 million in 1993 to $5.4 million in 1994. Selling,
general and administrative expenses (as a percentage of revenues) constituted
21.9% in 1994 and 21.8% in 1993. The increase in these expenses in 1994 was
almost exclusively the result of a 37% increase in sales and advertising
expense. Of this increase $578,000 represented additional marketing and
advertising expense at Adventure World, which was designed to increase public
awareness of the significant capital improvements made at the parks.

COSTS OF PRODUCTS SOLD. Costs of products sold aggregated approximately
$2.6 million in 1994, as compared to the 1993 level of $2.1 million. Cost of
products sold (as a percentage of in-park revenue) constituted approximately
23.3% and 23.8%, during 1994 and 1993, respectively.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
aggregated $2.0 million in 1994 and $1.5 million in 1993. This 33.3% increase
reflected the effect of Premier's additional capital improvements.

47
<PAGE>
INCOME TAXES. Premier's provision for income taxes represented
approximately 40% of 1994 income before income taxes compared to 6.3% of 1993
income before income taxes. State and local taxes were the principal reason that
Premier's effective tax rate was higher than the 34% federal corporate rate. See
Note 7 to the Company's consolidated financial statements.

LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES

The operations of the Company are highly seasonal, with the majority of the
operating season occurring between Memorial Day and Labor Day. Most of the
Company's revenue is collected in the second and third quarters of each year
while most expenditures for capital improvements and major maintenance are
incurred when the parks are closed. See "Risk Factors -- Effects of Inclement
Weather; Seasonal Fluctuations of Operating Results." The Company employs a
substantial number of seasonal employees who are compensated on an hourly basis.
The Company is not subject to federal or certain applicable state minimum wage
rates in respect of its seasonal employees. However, the recent increase of $.90
an hour over two years in the federal minimum wage rate, and any increase in
these state minimum wage rates, may result over time in increased compensation
expense for the Company as it relates to these employees as a result of
competitive factors.

Prior to the 1993 season, the Company began implementing a long-range
capital improvement program for its parks, spending approximately $7.7 million
in 1993, $10.1 million in 1994 and $10.7 million in 1995. This program was
continued and extended to the parks acquired in the Funtime Acquisition, with
the expenditure of approximately $29.3 million for all its then owned parks in
the first nine months of 1996. Also, Premier acquired certain rides and
attractions through leases and borrowings of $2.7 million, $570,000 and $3.3
million in 1993, 1994 and 1995, respectively. No such leases or borrowings were
effected during the first nine months of 1996.

During 1994, the Company generated $1.1 million in net cash from operating
activities. Additionally, financing activities provided approximately $7.5
million in net cash during that year, of which approximately $4.2 million
represented the proceeds of a 1994 private placement of Common Stock and
approximately $3.4 million represented net borrowings. During that year, the
Company used $10.2 million in net cash in connection with investing activities,
substantially all of which represented additions to buildings, rides and
attractions at Premier's parks made in connection with its capital improvement
program. The 1994 capital improvements were funded from cash generated from
operations in 1993, and the proceeds of borrowings. As a result of these
activities, the Company's property and equipment (after depreciation) at
December 31, 1994 increased approximately $8.7 million over the amount at
December 31, 1993, and cash and cash equivalents at 1994 year-end decreased $1.7
million as compared to the December 31, 1993 level. Liabilities at December 31,
1994 aggregated $27.4 million, representing a $3.9 million increase over
December 31, 1993, substantially all of which represented increased borrowings
in 1994.

During 1995, the Company generated approximately $10.6 million in net cash
from operating activities. Additionally, financing activities provided
approximately $90.9 million in net cash during that year, consisting of the net
proceeds of the $90.0 million Existing Note offering and the $20.0 million
convertible preferred stock offering, both of which were consummated in
connection with the Funtime Acquisition, offset in part by the Company's
repayment during 1995 of approximately $17.5 million of indebtedness. During
1995, the Company used $74.1 million in net cash in connection with investing
activities, $63.3 million of which was employed in connection with the Funtime
Acquisition and $10.7 million represented additions to buildings, rides and
attractions at the Company's parks made in connection with its capital
improvement program. The Company acquired Funtime for approximately $60.0
million, excluding the post-closing adjustment of approximately $5.4 million
paid in December 1995, which represented a substantial portion of the operating
cash flow of the Funtime parks for the portion of the 1995 season after the date
of acquisition. As a result of these activities, the Company's property and
equipment (after depreciation) at December 31, 1995 increased approximately
$77.4 million over the

48
<PAGE>
amount at December 31, 1994, and cash and cash equivalents at December 31, 1995
increased $27.4 million as compared to the December 31, 1994 level. Liabilities
at December 31, 1995 aggregated $127.4 million, representing a $100.0 million
increase over December 31, 1994, most of which ($90.0 million) represented the
Company's indebtedness under the Existing Notes.

During the nine months ended September 30, 1996, the Company generated net
cash of $10.2 million from operating activities. Net cash used in investing
activities in the nine months ended September 30, 1996 totaled $29.3 million,
reflecting amounts spent for capital expenditures. Net cash provided by
financing activities for the nine months ended September 30, 1996 totaled $64.1
million, reflecting the net proceeds from the June 1996 Public Offering, offset,
in part, by scheduled repayments of capitalized lease obligations.

In June 1996, the Company completed the Public Offering in which the Company
sold an aggregate of 3,938,750 shares of Common Stock at a price to the public
of $18.00 per share, resulting in aggregate net proceeds to the Company of
approximately $65.2 million. In connection with the Public Offering, all of the
Company's outstanding Preferred Stock, together with all accrued dividends
thereon, were converted into a total of 2,560,928 shares of Common Stock.

At September 30, 1996, substantially all of the Company's indebtedness was
represented by the Existing Notes, which require annual interest payments of
$10.8 million. Except in the event of a change of control of the Company and
certain other circumstances, no principal payment on the Senior Notes is due
until the maturity dates thereof, August 15, 2003 in the case of the Existing
Notes and , in the case of the New Notes. At November , 1996, the
interest rate on the borrowings under the Term Loan Facility was 7.375% per
annum. See "Description of Indebtedness."

On October 31, 1996, the Company acquired substantially all of the assets
used in the operation of Elitch Gardens for $62.5 million in cash. On November
19, 1996, the Company acquired substantially all of the assets used in the
operation of Waterworld for an aggregate cash consideration of $17.25 million.
The Company funded these amounts from a portion of the net proceeds received by
the Company from the Public Offering, cash from operations and, in the case of
Elitch Gardens, borrowings under the Term Loan Facility. In addition, in August
1996, the Company entered into an agreement for the acquisition of substantially
all of the assets used in the operation of The Great Escape for $33.0 million,
$1.0 million of which was deposited into escrow and $2.0 million of which was
delivered to the sellers at that date. The closing of The Great Escape
Acquisition is scheduled for December 3, 1996. The Company intends to fund
approximately half of the aggregate purchase price from existing cash with the
balance provided by borrowings under the Term Loan Facility. See "Business --
Recent and Pending Acquisitions."

Revolving credit borrowings under the New Credit Facility, which was entered
into in October 1996, are secured by substantially all of the Company's assets
(other than the real estate). Term loan borrowings are secured by the assets
acquired with the proceeds thereof, together with guarantees, limited to
approximately $17.5 million, by the Company's principal subsidiaries. The New
Credit Facility has an aggregate availability of $115.0 million of which (i) up
to $30.0 million under the Revolving Credit Facility may be used for working
capital and other general corporate purposes; (ii) up to $25.0 million
("Facility A") may be used to finance capital expenditures prior to April 30,
1998; and (iii) up to $60.0 million ("Facility B") may be used to finance
certain acquisitions by the Company (including the Recent Acquisitions),
including an amount of up to $2.0 million which may be used to finance
improvements at the parks acquired, provided that at least 50% of the
consideration for any such acquisition or improvements under Facility A or
Facility B must be funded by the Company. As of November 20, 1996 (after giving
effect to The Great Escape Acquisition and borrowings the Company plans to make
in respect of the California Acquisition), approximately $57.0 million will have
been borrowed under Facility B to fund approximately 50% of the consideration
paid for the Recent Acquisitions. Interest rates per annum under the New Credit
Facility are equal to a base rate equal to the higher of the Federal Funds Rate
plus 1/2% or the prime rate of Citibank, N.A., in each case plus the Applicable
Margin (as defined thereunder) or the

49
<PAGE>
London Interbank Offered Rate plus the Applicable Margin. The Revolving Credit
Facility terminates October 31, 2002 (reducing to $15 million on October 31,
2001) and borrowings under the Term Loan Facility mature October 31, 2001;
however, aggregate principal payments of $7.5 million, $20.0 million and $25.0
million are required under the Term Loan Facility during 1998, 1999 and 2000,
respectively. The New Credit Facility and the Existing Indenture contain
restrictive covenants that, among other things, limit the ability of the Company
and its subsidiaries to dispose of assets; incur additional indebtedness or
liens; pay dividends; repurchase stock; make investments; engage in mergers or
consolidations and engage in certain transactions with subsidiaries and
affiliates. In addition, the New Credit Facility requires that the Company
comply with certain specified financial ratios and tests, including ratios of
total debt to EBITDA, interest expense to EBITDA, debt service to EBITDA and
fixed charges to EBITDA. See "Description of Indebtedness."

If the Concurrent Offering is completed, the Company intends to repay in
full borrowings under the New Credit Facility with a substantial portion of the
net proceeds thereof, which repayment will terminate the Term Loan Facility.
Prior to the consummation of the Concurrent Offering, the Company will either
amend the New Credit Facility to permit the transactions contemplated by the
Concurrent Offering and to provide for the continuation (and possible expansion)
of the Revolving Credit Facility or terminate the entire New Credit Facility and
enter into a new revolving credit facility.

The Company intends to use the net proceeds from the Offerings to acquire
and make improvements at additional theme parks; to fund improvements and
expansion of the Company's existing parks, including the parks acquired and to
be acquired in the Recent Acquisitions; and for general corporate purposes,
including working capital requirements.

The Company expects that existing cash, funds generated from operations and
borrowings under the Revolving Credit Facility, Facility A and the applicable
portion of Facility B (or if the Concurrent Offering is completed prior to the
utilization of these facilities, a portion of the proceeds thereof) will be
adequate to cover its currently anticipated working capital and debt service
requirements as well as to fund planned capital expenditures for the 1997
season. To the extent not used for acquisition purposes, the net proceeds of the
Offering may be used to fund expansion of and improvements at existing parks,
including the acceleration of the Company's capital expenditure program. See
"Use of Proceeds."

NEWLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board has issued SFAS No. 123,
"Accounting for Stock-Based Compensation" ("Statement No. 123"), which
establishes a fair value based method of accounting for stock-based compensation
plans. Entities are encouraged to adopt all provisions of Statement No. 123 but
are required only to comply with the disclosure requirements of Statement No.
123. Statement No. 123 is effective for financial statements for fiscal years
beginning after December 15, 1995. The adoption of Statement No. 123 did not
have a material effect on the consolidated financial condition or operating
results of the Company, as the Company did not adopt the optional value based
measurement concept related to stock-based compensation contained in Statement
No. 123.

The Financial Accounting Standards Board has also issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("Statement No. 121"). Statement No. 121 requires that
long-lived assets and certain intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company periodically re-evaluates the carrying
amounts of its long-lived assets and the related depreciation and amortization
periods as discussed in the notes to the Company's consolidated financial
statements, and the Company's adoption of Statement No. 121 did not have a
material effect on its consolidated financial statements.

50
<PAGE>
BUSINESS

GENERAL

The Company is a leading U.S. theme park company which, after completion of
the Recent Acquisitions, will own and operate ten regional parks. Based on 1996
attendance of approximately 6.6 million at these parks, the Company is the fifth
largest domestic regional park operator. After giving pro forma effect to the
Recent Acquisitions as if they had occurred on October 1, 1995, the Company's
total revenue and EBITDA for the twelve months ended September 30, 1996 would
have been approximately $139.6 million and $40.9 million, respectively. See
"Unaudited Pro Forma Combined Financial Statements" and " -- Recent and Pending
Acquisitions."

The Company's parks are located in eight geographically diverse markets with
concentrated populations:

- Adventure World, a combination theme and water park located three miles
off the Beltway, between Washington, D.C. (15 miles away) and Baltimore,
Maryland (30 miles away);

- Darien Lake & Camping Resort, a combination theme and water park with an
adjacent camping resort and 20,000 person amphitheater, located between
Buffalo and Rochester, New York;

- Elitch Gardens, a theme park located in the downtown area of Denver,
Colorado;

- Frontier City, a western themed park in Oklahoma City, Oklahoma;

- Geauga Lake, a combination theme and water park located near Cleveland,
Ohio;

- The Great Escape, a combination theme and water park, located in Lake
George/Albany;

- Waterworld USA/Sacramento and Paradise Island, a water park and family
entertainment center, both located on the grounds of the California State
Fair;

- Waterworld USA/Concord, a water park located in Concord, California, in
the East Bay area of San Francisco;

- White Water Bay, a tropical themed water park located in Oklahoma City;
and

- Wyandot Lake, a water park, which also includes "dry" rides and other
attractions, located adjacent to the Columbus Zoo in Columbus, Ohio.

The Company seeks to provide its customers with quality family entertainment
that is affordably priced and close to home. In 1996, the six parks owned by the
Company prior to the Recent Acquisitions, drew, on average, approximately 88.0%
of their patrons from within a 100-mile radius, with approximately 38.4% of
visitors utilizing group and other pre-sold tickets and approximately 16.5%
utilizing season passes. Each of the Company's parks is individually themed and
provides a complete family-oriented entertainment experience. The Company's
theme parks generally offer a broad selection of state-of-the-art and
traditional thrill rides, water attractions, themed areas, concerts and shows,
restaurants, game venues and merchandise outlets.

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<PAGE>
Recent Acquisitions as if they had occurred on January 1, 1996, the Company has
increased its attendance, revenue and EBITDA from park operations by 5.9, 7.7
and 14.5 times, respectively, from the nine months ended September 30, 1992 to
the nine months ended September 30, 1996.

The Company believes that each of its parks benefits from limited direct
competition. The combination of limited supply of real estate appropriate for
theme park development, high initial capital investment, long development
lead-time and zoning restrictions provides each of the Company's parks with a
significant degree of protection from competitive new theme park openings. Based
on its knowledge of the development of other theme parks in the United States,
the Company's management estimates that it would cost at least $100 million and
would take a minimum of two years to construct a new regional theme park
comparable to the Company's four largest parks.

The Company's senior and operating management team has extensive experience
in the theme park industry. Premier's three senior executive officers have
approximately 35 years of experience in the industry and its seven general
managers have an aggregate of over 80 years experience in the industry,
including over 50 years at Premier's parks.

OPERATING STRATEGY

PURSUING ON-GOING GROWTH OPPORTUNITIES AT EXISTING PARKS

The Company believes there are substantial opportunities for internal growth
at its existing parks. The Company's operating strategy is to increase revenue
through attendance and per capita spending gains, while maintaining strict
control of operating expenses. The primary elements of this strategy include (i)
adding rides and attractions and improving overall park quality; (ii) enhancing
marketing, sponsorship and group sales programs; (iii) implementing ticket
pricing strategies to maximize ticket revenues and park utilization; (iv) adding
and enhancing restaurants and merchandise and other revenue outlets; and (v)
adding special events. This approach is designed to exploit the operating
leverage inherent in the theme park business. Once parks achieve certain
critical attendance levels, operating cash flow margins increase because revenue
growth through incremental attendance gains and increased in-park spending is
not offset by a comparable increase in operating expenses, since a large portion
of such expenses is relatively fixed during any given year. Management believes
it has demonstrated the effectiveness of its strategy at the parks owned prior
to the Recent Acquisitions.

FRONTIER CITY -- In 1990 and 1991, an aggregate of approximately $7.0
million was invested in Frontier City to add several major rides, expand and
improve the children's area, significantly increase the size of and theme the
group picnic facilities and construct a 12,000 square foot air-conditioned mall
and main events center. These additions, combined with an aggressive marketing
strategy, resulted in Frontier City's attendance and revenue increasing
approximately 54% and 83%, respectively, from 1989 to 1991.

ADVENTURE WORLD -- Since acquiring Adventure World in January 1992, the
Company has invested over $28.1 million in the park to add numerous rides and
attractions and to improve theming. As a result of these improvements, as well
as aggressive and creative marketing and sales strategies, Adventure World's
attendance increased during the four seasons ended 1996 at a compounded annual
rate of 21.2%. Additionally, revenue and park-level operating cash flow at
Adventure World increased from $6.0 million and $0.3 million, respectively, for
the first nine months of 1992 to $15.2 million and $3.9 million, respectively,
during the comparable period of 1996. As a result of these improvements,
Adventure World was voted the "Most Improved Park" in the country in each of
1992, 1993 and 1994, according to Inside Track Magazine, a recognized industry
periodical.

52
<PAGE>
$21.8 million at the Funtime parks prior to the 1996 season to add marketable
rides and attractions and make other improvements and implemented creative
marketing and sales programs. As a result of this strategy, during the first
nine months of 1996, the three parks acquried in the Funtime Acquisition
achieved growth in attendance, revenue and park-level operating cash flow of
15.0%, 23.9% and 46.0%, respectively, compared to the comparable period of 1995.
Specifically, these efforts achieved the following results:

DARIEN LAKE -- For the 1996 season, Premier invested approximately $8.6
million, adding an indoor roller coaster, Hook's Lagoon (a five-story
interactive water attraction), and a new children's area, themed around the
"Popeye" characters. Further, the Company entered into a long-term contract with
a national concert promoter under which the promoter invested $2.5 million to
make improvements at Darien Lake's 20,000 seat amphitheater and agreed to book
at least twenty nationally-recognized performers per season. Performers at
Darien Lake in 1996 included Hootie and the Blowfish, Sting, the Dave Matthews
Band and Alanis Morissette. These arrangements helped drive attendance and
financial performance at Darien Lake. As a result of these investments and
creative marketing and sales initiatives, during the nine-month period ended
September 30, 1996, Darien Lake achieved 22.4% growth in attendance and 29.9%
growth in revenue over the results of the comparable 1995 period.

GEAUGA LAKE -- For the 1996 season, Premier invested $11.1 million at the
park. The major elements of this investment were a forward/backward steel roller
coaster, a giant river rapids ride and a complete renovation of the front
entrance gate and plaza. Premier also instituted creative marketing, enhanced
its beverage sponsorship by entering into a new relationship with Coca-Cola,
which provided for more marketing support, and implemented a joint marketing
program with Sea World, which is located adjacent to Geauga Lake. As a result of
these strategies, during the nine-month period ended September 30, 1996, Geauga
Lake achieved 10.1% growth in attendance and 18.9% growth in revenue over the
results of the comparable 1995 period.

WYANDOT LAKE -- For the 1996 season, Premier invested $2.1 million at
Wyandot Lake, primarily to expand the water park with a five-story interactive
water attraction, and increased the marketing effort significantly, including
entering into a new beverage sponsorship and marketing agreement with Coca-Cola.
As a result of these strategies, during the nine-month period ended September
30, 1996, Wyandot Lake posted 8.0% growth in attendance and 19.7% growth in
revenue over the results of the comparable 1995 period.

Management believes that each of the parks acquired and to be acquired in
the Recent Acquisitions offers opportunities to implement the Company's growth
strategy. Specifically, the following outlines the Company's strategy for these
parks. The Company believes that prior management of Elitch Gardens failed to
provide the appropriate level of marketable rides and attractions and revenue
outlets necessary to achieve its attendance potential. In that connection, the
Company intends to invest between $20.0 and $25.0 million at Elitch Gardens for
the 1997 and 1998 seasons to add marketable rides and attractions (including a
"state-of-the-art" steel looping roller coaster, water park additions and other
rides and attractions), to improve landscaping and theming and to enhance
marketing programs. While The Great Escape has shown solid performance over the
past several years, the Company believes that it can increase the park's
attendance and operating cash flow through the continued addition of attractions
and the introduction of a more extensive marketing strategy. The Company intends
to invest between $8.0 and $12.0 million at The Great Escape for the 1997 and
1998 seasons to add marketable rides and attractions (including a wave pool for
the 1997 season) and to make other improvements. The Company believes that the
Waterworld facilities have growth potential, although more limited than the
other parks. The Company intends to add one major water attraction (costing in
the range of between $1.0 million and $1.5 million) at each of the Waterworld
parks in the next two to three years.

ADDING RIDES AND ATTRACTIONS AND IMPROVING OVERALL PARK QUALITY. The
Company regularly makes investments in the development and implementation of new
rides and attractions at its parks. The

53
<PAGE>
Company believes that the introduction of marketable rides is an important
factor in promoting each of the parks in order to achieve market penetration and
encourage longer visits, which lead to increased attendance and sales of food
and merchandise. Once a park reaches an appropriate level of attractions for its
market size, the Company will add new marketable attractions at that park only
every three to four years. In addition, the Company generally adds theming to
acquired parks and continuously enhances the theming and landscaping of its
existing parks in order to provide a complete family oriented entertainment
experience.

ENHANCING MARKETING, SPONSORSHIP AND GROUP SALES PROGRAMS. Premier's parks
have benefitted from professional, creative marketing programs which emphasize
the marketable rides and attractions, breadth of available entertainment and
value provided by each park. The Company's marketing programs have a local
orientation, which the Company believes is a key ingredient to successful
marketing for regional theme parks. For example, Cal Ripken, Jr., the all-star
shortstop for the Baltimore Orioles, serves as official spokesperson for
Adventure World, making numerous appearances in radio and television
commercials, and Olympic gymnast Shannon Miller, an Oklahoma City resident, has
opened rides at White Water Bay. Management implemented similar marketing
programs to promote the capital improvements for the 1996 season at the Funtime
parks and intends to extend this strategy to the parks acquired and to be
acquired in the Recent Acquisitions.

The Company has also successfully attracted well known sponsorship and
promotional partners, such as Pepsi, McDonald's, Coca-Cola, Taco Bell,
Blockbuster, 7-Eleven, Wendy's and various supermarket chains. The Company
believes that its increased number of parks and annual attendance has enabled it
to expand and enhance its sponsorship and promotional programs. In addition,
group sales and pre-sold tickets provide the Company with a consistent and
stable base of attendance, representing over 38.4% of aggregate attendance at
the six owned parks in 1996. Premier increased its group sales and pre-sold
ticket business at the three parks owned prior to the Acquisitions by
approximately 34% from 1992 to the nine months ended September 30, 1996.

IMPLEMENTING TICKET PRICING STRATEGIES TO MAXIMIZE TICKET REVENUES AND PARK
UTILIZATION. Management regularly reviews its ticket price levels and ticket
category mix in order to capitalize on opportunities to implement selective
price increases, both through main gate price increases and the reduction in the
number and types of discounts. Management believes that opportunities exist to
implement marginal ticket price increases without significant reductions in
attendance levels. Such increases have successfully been implemented on a
park-by-park basis in connection with the introduction of major new attractions
or rides. As a result of these measures, the average ticket price per paid
visitor at the three parks owned prior to the Acquisitions increased by 14.7%
from 1992 to the nine months ended September 30, 1996. Average ticket price per
visitor at the Funtime parks increased by 7.1% from the nine months ended
September 30, 1995 to the comparable period of 1996. The Company believes that
through similar measures it will be able to increase the average ticket price
per paid visitor at the parks acquired and to be acquired in the Recent
Acquisitions. In addition, the Company offers discounts on season, multi-visit
and group tickets and also offers discounts on tickets for specific periods, in
order to increase attendance at less popular times such as weekdays and
evenings.

INCREASING AND ENHANCING RESTAURANTS AND MERCHANDISE AND OTHER REVENUE
OUTLETS TO INCREASE LENGTH OF STAY AND IN-PARK SPENDING. The Company also seeks
to increase in-park spending by adding well-themed restaurants, remodeling and
updating existing restaurants and adding new merchandise outlets. The Company
has successfully increased spending on food and beverages by introducing well-
recognized local and national brands, such as Domino's, Friendly's, KFC and
TCBY. Typically, the Company operates these revenue outlets and often is the
franchisee. Finally, the Company has taken steps to decrease the waiting time
for its most popular restaurants and merchandise outlets. As a result of these
measures, average in-park spending per visitor at the three parks owned prior to
the Acquisitions increased by 27.9% from 1992 to the nine months ended September
30, 1996. During the first nine months of 1996,

54
<PAGE>
per capita in-park spending at the Funtime parks increased 6.9% over the
comparable period of 1995. The Company believes that through similar measures it
will be able to increase average in-park spending per visitor at the parks
acquired and to be acquired in the Recent Acquisitions.

ADDING SPECIAL EVENTS. The Company has also developed a variety of
off-season special events designed to increase attendance and revenue prior to
Memorial Day and after Labor Day. Examples include Hallowscream, a Halloween
event in which parks are transformed with supernatural theming, scary rides and
haunting shows, and Oktoberfest, in which traditional German food, theming,
music and entertainment are presented at the parks. Over the last several years,
Frontier City has on average drawn approximately 29,500 visitors to its
Oktoberfest event and approximately 30,500 to Hallowscream. In 1996, over 75,000
visitors attended Hallowscream at Adventure World. Management intends to
introduce these types of events at the parks acquired and to be acquired in the
Recent Acquisitions and believes they will have a similar impact on attendance.

EXPANDING EXISTING PARKS

In addition to pursuing on-going growth opportunities at existing parks, the
Company is considering a number of expansions at several of its existing parks.
For example, the Company expects to expand the Darien Lake campgrounds by
purchasing additional recreational vehicles (RV's) and may in the future
construct economy motel rooms to supplement the campgrounds. In addition, the
Company may add campgrounds or an amphitheater at Frontier City. The Company is
also considering adding a more complete complement of "dry " rides to Wyandot
Lake, which is currently primarily a water park. In addition, the Company owns
400 acres adjacent to Adventure World which are zoned for entertainment,
recreational and residential uses and are available for complementary uses.
Additional acreage owned by the Company and suitable for development exists at
several of the Company's other parks, including The Great Escape and Geauga
Lake. The Company may use a portion of the proceeds of the Offerings to fund
expansions at its parks. See "Use of Proceeds."

ACQUISITION STRATEGY

The Company expects to achieve further growth beyond that generated from
internal growth at its current parks through continued selective acquisitions of
additional regional theme parks. Given its decentralized management approach,
the Company has experience in managing assets in diverse locations, and will
therefore not seek acquisitions with any specific geographic focus. In that
connection, the Company may pursue acquisitions of parks located outside of the
United States.

The U.S. regional theme park industry is highly fragmented with over 150
parks owned by over 100 operators. Management believes that in addition to the
Recent Acquisitions, numerous acquisition opportunities exist that would expand
its business. The Company expects that a portion of the proceeds raised in the
Offerings will be used for such further acquisitions. While the Company believes
that it has the capability to manage larger parks, its primary target for
acquisitions has been and will continue to be regional parks with attendance
between 300,000 and 1.5 million annually.

As the only owner of multiple parks in numerous locations that has been
actively making acquisitions of parks in this range over the last several years,
the Company believes it has a number of competitive advantages in acquiring
parks of this size. Historically, operators of destination or large regional
park chains have not generally sought to acquire parks in the Company's primary
target range and do not have the experience or management structure to readily
operate parks of that size profitably. Additionally, as a multi-park operator
with a track record of successfully acquiring, improving and repositioning
parks, the Company has numerous competitive advantages over single-park
operators in pursuing acquisitions and improving the operating results at
acquired parks. These advantages include the ability to (i) exercise group
purchasing power (for both operating and capital assets); (ii) achieve
administrative economies of scale; (iii) attract greater sponsorship revenue,
support from sponsors with nationally-recognized brands

55
<PAGE>
and marketing partners; (iv) recruit and retain superior management; (v)
optimize the use of capital assets by rotating rides among its parks to provide
fresh attractions; and (vi) access capital markets.

Furthermore, following the consummation of the Offering, the Company
believes it will be better able to make acquisitions where its capital stock
forms all or part of the purchase price. This is particularly important where
the seller has a low tax basis in its assets, which the Company believes is
often the case with its acquisition targets. While the Company expects that many
acquisitions will be made for cash, its ability to use Common Stock for all or
part of the purchase price will provide it with an additional advantage over
single-park operators in making such acquisitions. In most cases, the Company
will seek to acquire outright ownership of parks, as it has with the
Acquisitions. However, transactions may be undertaken in other forms, including
acquisition of less than full ownership, such as participations in park
management, leases or joint venture arrangements.

The Company expects to improve the operations of acquired parks by following
the operating strategy it employs at its current parks. This includes the
addition of marketable rides and attractions and other park improvements,
enhanced and expanded marketing and sales programs and professional management,
as well as the economies of scale available to the Company as a multi-park
operator. The Company expects to continue to acquire parks which have been
undermanaged and have not benefitted from sustained capital expenditures, and to
reposition such parks through the implementation of its operating strategies.
The Company may also acquire better performing parks which require less
additional investment but where cash flow can be improved through economies of
scale and other enhancements.

The Company intends to locate acquisition targets primarily through its own
direct efforts. Management has extensive contacts throughout the industry and is
an active participant in industry associations. Particular attention is given to
cultivating relationships over time with park owners who appear likely to be or
become potential sellers due to factors such as age or family or economic
circumstances. In addition, the Company has developed a reputation as an active
acquiror of regional parks. Through this reputation and general industry
contacts, the Company believes that it becomes aware of most acquisition
opportunities that develop in its area of focus.

RECENT AND PENDING ACQUISITIONS

Consistent with its acquisition strategy, the Company has recently acquired
one park in the Denver Acquisition, two parks and one family entertainment
center in the California Acquisition and expects to acquire The Great Escape on
December 3, 1996. Although the Company has had discussions with respect to
several additional business opportunities, no agreement or understanding with
respect to any specific acquisition has been reached. There can be no assurance
that any such additional acquisitions will be made.

THE DENVER ACQUISITION. On October 31, 1996, the Company acquired
substantially all of the assets of Elitch Gardens Company used in the operation
of Elitch Gardens for $62.5 million in cash. The general partner and a principal
limited partner of Elitch Gardens Company have agreed severally to indemnify the
Company for customary losses in excess of $100,000 in an amount up to $1.0
million each. In connection with the Denver Acquisition, each of Elitch Gardens
Company, its general partner and certain of its limited partners, have agreed
not to compete with the Company's business for a period of five years within a
defined territory. In addition, the Company has entered into a five-year
non-competition agreement with the president of Elitch Gardens Company's general
partner.

THE CALIFORNIA ACQUISITION. On November 19, 1996, the Company acquired
substantially all of the assets of FRE and Concord used in the operation of
Waterworld for an aggregate cash purchase price of $17.25 million, of which
$862,500 was placed in escrow to fund indemnification claims of the Company. To
the extent such claims exceed such escrow funds, the Company has indemnification
rights against FRE, Concord, the shareholders of FRE and the members of Concord,
not to exceed approximately $4.3 million in the aggregate.

56
<PAGE>
THE GREAT ESCAPE ACQUISITION. On August 23, 1996, the Company entered into
The Great Escape Agreement with Storytown and Charles R. Wood, the sole
shareholder of Storytown, for the acquisition by the Company of substantially
all of the assets of Storytown used in the operation of The Great Escape for a
cash purchase price of $33.0 million, $1.0 million of which was deposited in
escrow by the Company pending closing of the transaction and $2.0 million of
which was paid to the sellers upon the signing of The Great Escape Agreement,
which amount is refundable in the event of a default by Storytown. The Great
Escape Agreement provides for customary indemnification to the Company by
Storytown and indemnification for misrepresentations by Mr. Wood, in each case,
unlimited as to amount. In connection with The Great Escape Acquisition, the
Company will enter into a five-year consulting agreement with Mr. Wood,
providing for an aggregate consideration of $1.25 million, payable over the term
of the agreement. In addition, at the closing of the transaction, the Company
will issue $200,000 market value of shares of Common Stock to a charitable
organization affiliated with Mr. Wood. The closing of The Great Escape
Acquisition is scheduled for December 3, 1996. All conditions to closing (other
than delivery of closing certificates and payment of the purchase price) have
been satisfied.

THE THEME PARK INDUSTRY

HISTORY

Although there is a long history of traditional amusement parks, primarily
family-owned and consisting of thrill rides and midways, the opening of
Disneyland in 1955 introduced the first modern theme park. Several features of
modern theme parks distinguish them from the traditional amusement park whose
carnival atmosphere and thrill rides offer less to families and adults. Theme
parks are designed around one central or several different themes which are
consistently applied to all areas, including the rides, attractions,
entertainment, food, restaurants and landscape. Modern parks also typically
present a variety of free entertainment not found at old-style amusement parks.
Theme parks also offer the visitor numerous and diverse dining establishments in
order to expand length of stay and position the parks as an all-day
entertainment center. Generally, theme parks also plan nighttime entertainment
(such as fireworks) and special events, and keep certain rides open into the
night to further extend the hours of operation. As a result of these
differences, theme parks draw attendance from a wider geographic area and
attract a larger number of people from within a given market. Theme parks also
attract more families and group outings, and the average length of stay and per
capita outlay is greater.

DESTINATION PARKS VERSUS REGIONAL PARKS

Destination parks are those designed primarily to attract visitors willing
to travel long distances and incur significant expense to visit the parks'
attractions as part of an extended stay. To accommodate vacationers, many
destination parks also include on-site lodging. Walt Disney World and Universal
Studios are well-known examples of this type of park. Management believes that
destination parks are typically more affected by the national economy than are
regional parks. The Company does not believe that its parks compete directly
with destination parks.

Regional theme parks, such as those operated by the Company, are designed to
attract visitors for a full day or a significant number of hours. Management
views regional theme parks as those that draw the majority of their patrons from
within a 50-mile radius of the park and the great majority of their visitors
from within a 100-mile radius of the park. Visiting a regional theme park is
significantly less expensive than visiting a destination park because of lower
transportation expenses, lower ticket prices and the lack of extended lodging
expenses. The U.S. regional theme park industry is highly fragmented with over
150 parks owned by over 100 operators.

ATTRACTIONS

Regional theme parks attract patrons of all ages. Families and young people
are attracted by the variety of major rides and attractions, children's rides
and various entertainment areas including thematic

57
<PAGE>
shows and concerts. Most park admission policies are "pay-one-price," which
entitles a guest to virtually unlimited free access to all rides, shows and
attractions.

Depending on the size of the property, regional theme parks typically have
between 30 and 40 attractions. These rides include roller coasters and water
rides, as well as other attractions such as bumper cars, aerial rides and
children's rides. A park may also have distinct entertainment and show areas
with specific themes such as a Wild West or pirate stunt show. Games, food and
merchandise stands often reflect the theme of the particular area in which they
are located. This enhances the promotional effect of the thematic area. By
offering a variety of rides and themed areas, a park is able to target a wider
age spectrum from the surrounding population.

In addition to thrill rides, many parks offer indoor attractions and outdoor
concerts, ranging from musical skits and bands to full-scale evening concerts by
prominent entertainers. Selected concerts may require an add-on to the
admissions price, but often are part of the regular ticket price, providing
added value to visitors.

Food service offered ranges from full-service restaurants to fast food.
Young people may only be interested in a quick meal between rides while the
family may choose to relax for a picnic. Refreshment stands serve snack foods,
such as hot dogs, cotton candy and soda. In addition, game booths and
merchandise souvenir stands are dispersed throughout a park.

58
<PAGE>
DESCRIPTION OF PARKS

The following table summarizes certain operating statistics of each of the
Company's parks:
<TABLE>
<CAPTION>
ADVENTURE DARIEN ELITCH FRONTIER GEAUGA THE GREAT
WORLD LAKE GARDENS CITY LAKE ESCAPE
----------------- ----------- ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Market................... Baltimore/ Buffalo/ Denver Oklahoma Cleveland/ Lake
Washington, D.C. Rochester/ City/ Tulsa Akron/ George/
Syracuse Youngstown/ Albany
Pittsburgh
Population(000)(2)
within 50 miles........ 6,486 2,153 2,357 1,157 3,990 1,103
within 100 miles....... 10,862 3,127 3,258 2,397 7,442 3,258
Percentage of 1996
patrons
within 50 miles........ 88% 56% N/A 66% 63% N/A
within 100 miles....... 94% 88% N/A 82% 83% N/A
1996 total attendance 782 1,290 894 527 1,209 574
(000)..................
1996 operating days...... 136 107 143 136 132 101
Year opened.............. 1980 (3) 1964 1995 (4) 1958 1895 1954
Year acquired............ 1992 1995 1996 1982 1995 1996
Park acres (public)(5)... 115 (6) 144 (7) 60 60 (8) 116 (9) 100(10)
Total rides and
attractions(13)........ 47 65 40 32 60 45
Food outlets(13)......... 31 62 30 26 44 30
Merchandise 16 22 33 21 25 18
outlets(13)............
Game venues(13).......... 39 41 35 34 38 29
Theater capacity(13)..... 1,626 20,550 -- 4,500 500 3,350

<CAPTION>
WATERWORLD WATERWORLD
USA/ USA/ WHITE WYANDOT
SACRAMENTO(1) CONCORD WATER BAY LAKE
----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Market................... Sacramento Concord/ East Oklahoma Columbus
Bay area, City
California

Population(000)(2)
within 50 miles........ 2,647 6,719 1,157 1,998
within 100 miles....... 9,650 9,977 2,397 6,386
Percentage of 1996
patrons
within 50 miles........ N/A N/A 87% 82%
within 100 miles....... N/A N/A 92% 92%
1996 total attendance 294 310 314 396
(000)..................
1996 operating days...... 113 119 100 126
Year opened.............. 1986 1995 1981 1981
Year acquired............ 1996 1996 1991 1995
Park acres (public)(5)... 20 11) 24 11) 22 18 (12)
Total rides and
attractions(13)........ 22 7 28 31
Food outlets(13)......... 9 4 7 11
Merchandise 1 1 3 3
outlets(13)............
Game venues(13).......... 2 1 1 9
Theater capacity(13)..... -- -- -- 100
</TABLE>

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

(1) All information other than attendance, year opened and operating days
include Paradise Island, a family entertainment center adjacent to
Waterworld USA/Sacramento.

(2) Population figures have been obtained from CACI, a marketing firm
specializing in demographics, which derived such information from U.S.
Census data.

(3) Prior to 1980, the park operated as a drive-through wildlife preserve.
(4) A predecessor park with the same name was in operation for over 100 years.

(5) All the facilities (other than Waterworld and Wyandot Lake) are owned by the
Company.

(6) Does not include approximately 400 acres adjacent to Adventure World owned
by the Company and zoned for entertainment, recreational and residential
uses.

(7) Does not include approximately 242 acres of campgrounds and 593 acres of
agricultural, undeveloped and water areas.

(8) Does not include approximately 30 acres owned by the Company which are
available for complementary uses.

(9) Does not include an approximate 55 acre spring-fed lake and 87 acres of
undeveloped land owned by the Company, approximately 30 acres of which are
suitable for further development.

(10) Does not include approximately 235 acres of land, including over 200 acres
of freshwater wetlands and approximately 30 acres available for development.

(11) Both sites are leased on a long-term basis. Amount shown for Concord does
not include approximately five acres available for development.
(12) Does not include approximately 30 acres of parking which Wyandot Lake
shares with the Columbus Zoo. The Company subleases the Wyandot Lake site
from the Columbus Zoo, and the Company is currently discussing with the
Columbus Zoo a lease of an additional five to ten acres of land for the
expansion of Wyandot Lake.
(13) Information provided for 1996 season.
N/A Reflects information concerning acquired parks that is not available to the
Company.

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<PAGE>
ADVENTURE WORLD

OVERVIEW. Adventure World is a combination theme and water park located in
Largo, Maryland, approximately 15 miles east of Washington, D.C. and 30 miles
southwest of Baltimore, Maryland. The park's primary market includes Maryland,
northern Virginia, Washington, D.C. and parts of Pennsylvania and Delaware. This
market provides the park with a permanent resident population base of
approximately 6.5 million people within 50 miles and 10.9 million people within
100 miles. According to a copyrighted 1995-96 study published by A.C. Nielsen
Media Research (the "Nielsen Report"), which measures the number of persons in
television households within a given geographic area or designated market area
("DMA"), the Washington, D.C. and Baltimore markets are the number 7 and number
23 DMAs in the United States, respectively. This market also has a substantial
base of businesses, associations, schools and churches for group sales and
outings, as well as a large tourist market. Based upon in-park surveys,
approximately 88% of the visitors to Adventure World in 1996 resided within a
50-mile radius of the park, and 94% resided within a 100-mile radius.

The Company owns a site of 515 acres, with 115 acres currently used for park
operations. The remaining 400 acres, which are fully zoned for entertainment and
recreational uses, provide the Company with ample expansion opportunity, as well
as the potential to develop complementary operations, such as an amphitheater.
During its 1996 season, Adventure World had 33 adult and 14 children's rides, 31
food outlets, 16 merchandise outlets, 39 game venues and 4 theaters. In
addition, picnic grounds are available for family and group outings. Adventure
World also offers a complete water park, including a large wave pool, water
slides, a large activity pool, a "lazy river" ride and a children's play area.

The following is a list of certain of the major attractions at Adventure
World:

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Mind Eraser............................................. Inverted suspended steel looping roller coaster
Tower of Doom........................................... Giant drop ride
Python.................................................. Return loop steel roller coaster
Wild One................................................ Wooden roller coaster
Renegade Rapids......................................... 1,350-foot long rapids ride
Iron Eagle.............................................. 83-foot spinning ride
Shipwreck Falls......................................... Splash water ride
Wild West Stunt Show.................................... Western stunt show
Antique Cars............................................ Gasoline powered cars on guided track
Falling Star............................................ 65-foot rotating platform ride
Carousel................................................ 64-piece major carousel
Balloon Ferris Wheel.................................... 12-balloon rotating wheel
A Day at the Circus..................................... Themed children's area with 14 rides and attractions
Paradise Island WaterPark............................... Water park with 11 rides and attractions
</TABLE>

Adventure World's principal competitors are King's Dominion Park, located in
Doswell, Virginia (near Richmond); Hershey Park, located in Hershey,
Pennsylvania; and Busch Gardens, located in Williamsburg, Virginia. These parks
are located approximately 120, 125 and 175 miles, respectively, from Adventure
World.

HISTORY AND RECENT OPERATING RESULTS. Adventure World was originally
developed in the 1970s as a drive-through wild life preserve. After 1980, the
park was converted by the prior owners into a combination theme and water park,
with an emphasis on the water park component. Prior to the Company's acquisition
of Adventure World in early 1992, the theme park component lacked sufficient
rides and attractions, as well as appropriate theming.

60
<PAGE>
Employing its strategy of acquiring undermanaged parks and significantly
improving operations and marketable attractions, the Company implemented new
marketing, sales and promotional programs and aggressively expanded the
attractions at the park, adding (i) eleven major new rides through the 1996
season; (ii) an elaborately themed new children's area with 14 new rides and
attractions; (iii) a major new western themed area, including an outdoor show
area and an enclosed saloon/theatre; and (iv) extensive theming and landscaping.
The Company also upgraded and expanded the picnic/festival grounds. This capital
program, entailing a capital investment of approximately $28.1 million through
1996, together with creative marketing and promotional programs, have enabled
the Company to increase Adventure World's attendance during the four seasons
ended 1996, at a compounded annual rate of 21.2%. Additionally, revenue and
park-level operating cash flow increased from $6.0 million and $0.3 million,
respectively, for the first nine months of 1992 to $15.2 million and $3.9
million, respectively, during the comparable period of 1996. As a result of
these achievements, the park was voted the "Most Improved Park" in the United
States according to Inside Track Magazine for each of 1992, 1993 and 1994. In
addition, in 1994 and 1995, the park received the Platinum Award from Ellis &
Associates, leading international water safety consultants, for achieving a
perfect score on safety tests administered by Ellis & Associates.

The following table sets forth certain information with respect to the
operations of Adventure World since its acquisition by the Company in January
1992:

<TABLE>
<CAPTION>
THROUGH
SEPTEMBER 30,
--------------------
1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Total revenues (000)............................ $ 6,103 $ 9,785 $ 12,733 $ 15,419 $ 14,292 $ 15,198
Total attendance (000).......................... 363 524 625 726 666 696
Revenues per visitor............................ $ 16.80 $ 18.67 $ 20.36 $ 21.23 $ 21.46 $ 21.84
In-park spending per visitor.................... $ 7.01 $ 7.50 $ 8.36 $ 8.80 $ 9.11 $ 10.19
Number of operating days........................ 116 121 121 130 115 115
Capital expenditures(1) (000)................... $ 931 $ 6,159 $ 9,365 $ 7,136 $ 7,136 $ 4,500
</TABLE>

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

(1) Capital expenditures shown above and in the following individual park
tables, except where otherwise indicated, are calculated on a project-year
basis, i.e., amounts shown for each year (or nine-month period), represent
expenditures incurred during and prior to the park's operating season for
that year.

STRATEGY. The Company's strategy is to continue its capital investment and
marketing programs at Adventure World in order to further penetrate the densely
populated Washington, D.C./Baltimore market and to achieve further growth in
attendance, ticket prices and in-park spending per capita. The Company made
capital improvements at Adventure World of approximately $4.5 million for the
1996 season and expects to make between $8.0 and $12.0 million of such
improvements prior to the 1997 season, in each case, to fund the development of
additional rides, attractions and revenue-generating locations, as well as
general park improvements, including the development of a new section at the
park for 1997.

Marketing programs at Adventure World for the 1996 season continued to
utilize Cal Ripken, Jr., the Baltimore Orioles all-star shortstop, as the park's
official spokesperson for radio, television and other advertising. Additionally,
signage for Adventure World was added at Camden Yards, the Baltimore Orioles'
stadium, and promotional events involving the Orioles were conducted. Prior to
the 1996 season, Pepsi agreed to expand its sponsorship of the park, which
resulted in expanded advertising and sponsorship support by Pepsi, including
promotion of the park on millions of Pepsi cans throughout the summer. In
addition, during the 1996 season, McDonald's became a promotional partner of the
park for the first time.

The Company intends to continue to add sales representatives and increase
direct mail programs in order to expand its group sales and pre-sold ticket
business, increase its season pass sales and capitalize on the substantial
tourist market in the Washington, D.C. area, with a particular emphasis on
visiting student

61
<PAGE>
groups and families. The Company is also considering adding complementary
entertainment attractions at the park, either alone or in conjunction with joint
venture partners. Management also intends to extend weekend operations before
and after the current operating season, to expand special events (such as its
Oktoberfest and Hallowscream events) and to increase its night business through
evening discount programs. Given the size of the Washington, D.C./Baltimore
market and the capital investment and marketing programs planned at Adventure
World, management believes that Adventure World has the potential to reach
annual attendance of at least 1.5 million within the next five to seven years.

DARIEN LAKE & CAMPING RESORT

OVERVIEW. Darien Lake, a combination theme and water park, is the largest
theme park in the State of New York and the 46th largest theme park in the
United States based on 1995 attendance of 1.1 million. Attendance for the 1996
season totaled 1.3 million. Darien Lake is located off Interstate 90 in Darien
Center, New York, approximately 30, 40 and 120 miles from Buffalo, Rochester and
Syracuse, New York, respectively. The park's primary market includes upstate New
York, western and northern Pennsylvania and southern Ontario, Canada. This
market provides the park with a permanent resident population base of
approximately 2.2 million people within 50 miles of the park and 3.1 million
with 100 miles. According to the Nielsen Report, the Buffalo, Rochester and
Syracuse markets are the number 39, number 73 and number 69 DMAs in the United
States, respectively. Based upon in-park surveys, approximately 56% of the
visitors to Darien Lake in 1996 resided within a 50-mile radius of the park, and
88% resided within a 100-mile radius.

The Darien Lake property consists of approximately 1,000 acres, including
144 acres for the theme park, 242 acres of campgrounds, and 593 acres of
agricultural, undeveloped and water areas. During its 1996 season, Darien Lake
had 26 "wet" rides, 19 "dry" rides, 20 children's rides, 41 game venues, 62 food
outlets, 22 merchandise outlets and five arcades. Darien Lake also has a 20,000
seat amphitheater. Following the 1995 season, the Company entered into a
long-term agreement with a national concert promoter described more fully below.

Adjacent to the Darien Lake theme park is a camping resort owned and
operated by the Company with 1,180 developed campsites, including 330
recreational vehicles (RV's) available for daily and weekly rental. In addition,
there are 500 other campsites available for tenting. Darien Lake is one of the
few theme parks in the United States which offers a first class campground
adjacent to the park. The campground is the fifth largest in the United States
and was rated three stars on facilities and five stars on recreation by Woodalls
1995 North American Edition of The Campground Directory. In 1996, approximately
284,000 people used the Darien Lake campgrounds. Since admission to the
campgrounds requires visitors to also purchase admission tickets to the theme
park, the Company believes that substantially all of the camping visitors use
the theme park.

62
<PAGE>
The following is a list of certain of the major attractions at Darien Lake:

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- ------------------------------------------ ------------------------------------------------------------------
<S> <C>

The Giant Wheel........................... Second largest North American ferris wheel
The Predator.............................. Wooden roller coaster with 100-foot hill
The Viper................................. Steel looping roller coaster
Nightmare at Phantom Cove................. Indoor roller coaster
Cuda Falls................................ 4-tube slide complex
Performing Arts Center.................... 20,000 seat capacity outdoor amphitheater
Hook's Lagoon............................. A five-story interactive family water attraction
Chance Train.............................. Train ride around lake
Grizzly Run............................... White-water raft ride
Grand Prix................................ Formula K race cars
Thunder Rapids............................ Half-mile long flume ride
Sky Coaster............................... 180 foot hang-gliding attraction
Barracuda Bay............................. Water park with 15 rides
Campground................................ Four-star camping facility
Popeye's Seaport.......................... Themed children's area with 10 rides and attractions
Adventureland............................. Children's area with 12 "dry" rides
</TABLE>

Darien Lake's principal competitor is Wonderland Park located in Toronto,
Canada, approximately 125 miles from Darien Lake. In addition, Darien Lake
competes to a lesser degree with three smaller amusement parks located within 50
miles of the park. Darien Lake is significantly larger with a more diverse
complement of entertainment than any of these three smaller facilities. Unlike
Darien Lake, none of these parks have camping facilities or large concert
venues.

HISTORY AND RECENT OPERATING RESULTS. Darien Lake was opened in 1964. From
1991 to 1995, revenue and attendance at the park averaged approximately $21.6
million and 1.0 million, respectively, as compared to revenue for the first nine
months of 1996 of $29.3 million and attendance of 1.3 million for the 1996
season.

The following table sets forth certain information with respect to the
operations of Darien Lake since 1991:

<TABLE>
<CAPTION>
THROUGH
SEPTEMBER 30,
--------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- --------- ---------
Total revenues (000)................. $ 21,602 $ 20,005 $ 21,682 $ 22,202 $ 22,706 $ 22,511 $ 29,280
Total attendance (000)............... 1,103 974 1,010 1,038 1,053 1,053 1,290
Revenues per visitor................. $ 19.58 $ 20.54 $ 21.47 $ 21.39 $ 21.56 $ 21.41 $ 22.70
In-park spending per visitor(1)...... $ 11.81 $ 12.66 $ 13.45 $ 13.62 $ 13.70 $ 13.67 $ 14.23
Number of operating days............. 120 118 109 106 107 107 107
Capital expenditures (project-year
basis) (000)....................... $ 700 $ 1,050 $ 1,157 $ 3,002 $ 300 $ 300 $ 8,600
</TABLE>

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

(1) Includes campground revenue.

STRATEGY. When it acquired the park in August 1995, the Company believed
Darien Lake had significant growth potential, some of which was realized during
the 1996 season. Prior to that season, the Company (i) added marketable new
rides and attractions (with particular emphasis on increasing the children's
component of the park and upgrading the water park facilities); (ii) improved
the quality of the park's daily live shows; (iii) upgraded the quality of the
merchandise outlets and restaurants; (iv) improved

63
<PAGE>
the park's theming, signage and landscaping; and (v) implemented more
professional and creative marketing, sales and promotional programs to emphasize
the park's improved product offerings. The Company spent approximately $8.6
million on capital expenditures at Darien Lake prior to the 1996 season and
expects to spend between $9.0 and $12.0 million on such expenditures prior to
the 1997 season to add a "state-of-the-art" steel looping roller coaster, a wave
pool and other attractions and revenue generating locations.

The 1996 marketing program for Darien Lake included the targeting of
potential patrons in outer markets, which the Company believes represent a
significant untapped opportunity. The Company intends to continue to target
these markets in 1997. Darien Lake has also expanded its sponsorship
relationship with Pepsi, which resulted in higher payments by Pepsi to the
Company and increased advertising and sponsorship support by Pepsi. In that
connection, Pepsi agreed to promote the park on cans sold in a number of upstate
New York markets.

Following the 1995 season, the Company entered into a long-term arrangement
with a national concert promoter to realize the cash flow potential of the
Performing Arts Center, a 20,000 seat amphitheater. Pursuant to this agreement,
the promoter funded approximately $2.5 million of capital improvements at the
Center prior to the 1996 season (including a new stage, improved restroom
facilities and a tensile roof over a substantial portion of the permanent
seating area) and agreed to book at the Center at least 20 concerts per season
featuring nationally recognized performers. The promoter is required to pay the
Company a base annual fee plus a fee based on concert attendance and fund all
concert expenses and certain other operating expenses. During the 1996 season,
there were 18 concerts at the center, including performances by Hootie and the
Blowfish, Sting, the Dave Matthews Band and Alanis Morissette. During that
season, the Company received fees of approximately $540,000 under this
agreement. During the 1995 season, the Center generated a loss of approximately
$145,000. To increase revenue at the Darien Lake campgrounds, the Company has,
among other things, added new recreational vehicles for rental. During 1995, a
number of Darien Lake's food and game outlets and certain attractions were
operated by third parties with whom the former owner divided revenues. The
Company has bought out certain of these arrangements in order to secure all of
the revenues from such concessions. Lastly, as with the other acquired parks,
the Company is considering adding special events before, during and after the
season. Given its historical levels of attendance, the size of its market and
the capital investment and marketing programs planned at Darien Lake,
particularily in light of the 1996 season, the Company believes that Darien Lake
has the potential to reach annual attendance of at least 1.5 million within the
next three to five years.

ELITCH GARDENS

OVERVIEW. Elitch Gardens is a theme park located in the downtown area of
Denver, Colorado, next to Mile High Stadium, McNichols Arena and close to Coors
Field. The park's primary market includes the greater Denver area as well as
most of central Colorado. This market provides the park with a permanent
resident population base of approximately 2.4 million people within 50 miles of
the park and approximately 3.3 million people within 100 miles. According to the
Nielsen Report, the Denver area is the number 18 DMA in the United States,
respectively.

The Company owns a site of approximately 60 acres, all of which are
currently used for park operations. During its 1996 season, Elitch Gardens had
22 adult and 18 children's rides, 30 food outlets, 33 merchandise outlets and 35
game venues. Picnic grounds are also available for family picnics and group
outings.

64
<PAGE>
The following table sets forth certain of the major attractions at Elitch
Gardens:

<TABLE>
<CAPTION>
ATTRACTIONS DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Launch Loop............................................. Return loop steel roller coaster
Twister II.............................................. Wooden roller coaster
Accelator............................................... Sky coaster
Big Wheel............................................... Giant ferris wheel
River Rapids............................................ River rapids ride
Top Spin................................................ Rotating platform ride
Sea Dragon.............................................. Swinging ship ride
Sky Ride................................................ Sky lift ride
Run Away Train.......................................... High speed metal coaster
</TABLE>

Elitch Gardens has no significant direct competitors.

HISTORY AND RECENT OPERATING RESULTS. A park in Denver under the name of
"Elitch Gardens" has been in continuous operation for over 100 years. During
1994 and 1995, the park was relocated from its smaller location on the north
side of Denver to its current location in downtown Denver, in close proximity to
Coors Field, home of the Colorado Rockies. The park was constructed at a cost of
$100 million (including land and equipment, as well as extensive
infrustructure). The park was reopened in 1995, in which year the park generated
approximately 960,000 in attendance and $20.0 million in revenues. Management
believes that the park, as constructed, did not have sufficient marketable rides
and attractions to achieve its attendance potential. In addition, the park lacks
theming and landscaping, as well as creative marketing. This provides a
significant opportunity for improved performance under the Company's management.

The following table sets forth certain information with respect to the
operations of Elitch Gardens in 1995, the year the park was opened, and the
first nine months of 1996:

<TABLE>
<CAPTION>
THROUGH
SEPTEMBER 30,
--------------------
1995 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Total revenues (000)............................................................. $ 19,839 $ 19,642 $ 19,506
Total attendance (000)........................................................... 959 950 849
Revenues per visitor............................................................. $ 20.70 $ 20.68 $ 22.98
In-park spending per visitor..................................................... $ 7.12 $ 7.33 $ 9.59
Number of operating days......................................................... 109 108 133
Capital expenditures (calendar-year basis) (000)................................. $ 26,044 $ 23,760 $ 590
</TABLE>

STRATEGY. The Company believes it can improve the park's attendance and
operating cash flow through the addition of marketable rides and attractions and
other improvements, as well as the implementation of more professional and
creative marketing, sales and promotional programs, which will emphasize the
park's improved product offering. In that connection, the Company presently
intends to invest between $20.0 and $25.0 million during 1997 and 1998 to add
marketable rides and attractions (including the introduction of water rides) and
to enhance marketing programs. Among the planned additions for the 1997 season
is a "state-of-the-art" steel looping roller coaster and a "shoot-the-chute"
giant splash ride. These additions will result in a more complete entertainment
product. Premier also believes it can improve the park's performance by reducing
operating expenses from historical levels and implementing a more efficient
management structure. Given the size of its market, the location of the park,
the absence of direct competition and the capital investment and marketing
programs planned at Elitch Gardens, the Company believes that Elitch Gardens has
the potential to reach annual attendance of 1.5 million within the next three to
five years.

65
<PAGE>
FRONTIER CITY

OVERVIEW. Frontier City is a western theme park located along Interstate 35
in northeast Oklahoma City, Oklahoma, approximately 100 miles from Tulsa. The
park's market includes nearly all of Oklahoma and certain parts of Texas and
Kansas, with its primary market in Oklahoma City and Tulsa. This market provides
the park with a permanent resident population base of approximately 1.2 million
people within 50 miles of the park and 2.4 million people within 100 miles.
According to the Nielsen Report, the Oklahoma City and Tulsa markets are the
number 43 and number 59 DMAs in the United States, respectively. This market
also has a substantial base of businesses, associations, schools and churches
for group sales and outings. Based upon in-park surveys, approximately 66% of
the visitors to Frontier City in 1996 resided within a 50-mile radius of the
park, and 82% resided within a 100-mile radius.

The Company owns a site of approximately 90 acres, with 60 acres currently
used for park operations. The remaining 30 acres provide the Company with the
potential to develop complementary operations, such as campgrounds or an
amphitheater. During the 1996 season, Frontier City had 22 adult and 10
children's rides, 26 food outlets, 21 merchandise outlets, 34 game venues and
four theaters. In addition, the Company professionally produces eight live shows
daily, such as country music shows, a 50's musical revue and a magic show, and
holds a concert series each summer. Fort Frontier, a 12,000 square foot air-
conditioned mall and main event center, contains numerous food and retail
locations, an entertainment center and a 500-seat western opera house. In the
off-season, the center serves as a banquet facility, accommodating groups of up
to 1,500 people. Picnic grounds are also available for family picnics and group
outings.

The following is a list of certain of the major attractions at Frontier
City:

<TABLE>
<CAPTION>
ATTRACTIONS DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>

Silver Bullet........................................... Looping steel roller coaster
Wildcat................................................. Wooden roller coaster
Nightmare............................................... Indoor steel roller coaster
Diamond Back............................................ Backwards looping steel roller coaster
Time Warp............................................... Double looping gondolas
Sky Coaster............................................. 135-foot hang-gliding attraction
Thunder Road............................................ Go-cart track
Renegade Rapids......................................... River rapids ride
Red River Logging Co.................................... Log flume
Prairie Schooner........................................ Swinging ship
Grand Centennial Wheel.................................. Giant ferris wheel
Swingin' Six Guns....................................... Flying swings
O.K. Kiddie Corral...................................... Themed Children's Area with multiple rides and
attractions
</TABLE>

Frontier City's only significant competitor is Six Flags Over Texas located
in Arlington, Texas, approximately 225 miles from Frontier City.

HISTORY AND RECENT OPERATING RESULTS. Frontier City opened in 1958 as a
replica of an 1880s western town and was acquired by the Company in 1982. The
Company began redeveloping the park after the 1989 season with a two-year, $7.0
million capital program to reposition and revitalize the park. In addition to
extensive western theming and landscaping and general upgrading of the physical
plant, capital improvements included the addition of three major rides, the
expansion and improvement of the O.K. Kiddie Corral children's area (including
the addition of three children's rides), the expansion and theming of the group
picnic facilities and the addition of Fort Frontier. The effect of these capital
improvements, combined with an aggressive marketing program, was to increase the
park's attendance and revenue by

66
<PAGE>
approximately 54% and 83%, respectively, from 1989 to 1991. Since 1991, the park
has achieved steady growth in annual revenue to $9.1 million in 1995 and has
maintained annual attendance in the range of approximately 500,000. As a result
of these efforts, Frontier City has received numerous community and industry
awards and was named the 1991 Tourist Attraction of the Year by the State of
Oklahoma Department of Tourism and Recreation.

The following table sets forth certain information with respect to the
operations of Frontier City since 1989, when current management assumed control
of Premier:
<TABLE>
<CAPTION>
THROUGH
SEPTEMBER
30,
---------
1989(1) 1990 1991 1992 1993 1994 1995 1995
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues (000)................ $ 4,140 $ 5,571 $ 7,579 $ 8,289 $ 8,658 $ 8,990 $ 9,070 $ 8,108
Total attendance (000).............. 331 398 508 496 503 506 544 471
Revenues per visitor................ $ 12.53 $ 14.02 $ 14.91 $ 16.73 $ 17.20 $ 17.76 $ 16.67(2) $ 17.21
In-park spending per visitor........ $ 5.01 $ 5.44 $ 5.66 $ 6.70 $ 6.92 $ 7.09 $ 6.32(2) $ 6.42
Number of operating days............ 96 117 117 136 136 137 134 116
Capital expenditures
(project-year basis) (000)........ $ 558 $ 1,588 $ 5,459 $ 904 $ 1,824 $ 2,161 $ 1,537 $ 1,537

1996
---------
<S> <C>
Total revenues (000)................ $ 8,283
Total attendance (000).............. 454
Revenues per visitor................ $ 18.24
In-park spending per visitor........ $ 7.30
Number of operating days............ 123
Capital expenditures
(project-year basis) (000)........ $ 500
</TABLE>

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

(1) Reflects results prior to the Company's implementation of a $7.0 million
capital improvement program.

(2) The reduction in revenues and in-park spending per visitor in 1995
primarily reflects the effects of the sale of an additional 20,000 season
passes in 1995. Season pass sales generally decrease ticket revenue per
customer since season pass holders tend to visit the parks frequently. In
addition, although these patrons visit the park more often than other
customers, the Company believes that they generally spend less during each
visit.

STRATEGY. Management believes that as a result of its capital improvement
program to date, Frontier City has reached an appropriate level of attractions
for its market size. As a result, with maintenance-level capital expenditures in
the range of $300,000 to $400,000 per year and additions of new marketable
attractions every two or three years, the Company believes that the park should
be able to build upon its performance by achieving moderate attendance growth,
gradually increasing ticket prices and increasing in-park spending, as well as
improving operating margins as revenue increases. Prior to the 1996 season, the
Company added a go-cart track, and plans to add a children's activity area for
the 1997 season.

The Company conducts weekend activities in the off-season at Frontier City,
including special events such as Hallowscream and Oktoberfest. Management will
consider expanding these activities in the future (for example, by adding
Christmas events). The Company may also consider adding a campground and a
concert venue at the park.

Because of the geographic proximity of Frontier City and White Water Bay,
the Company seeks to take advantage of operational efficiencies and other tie-in
benefits at these parks. For example, the two parks are supervised by a single
general manager and are serviced by a single marketing and sales department. In
addition, the Company enhanced its joint marketing program for Frontier City and
White Water Bay with a revised season pass program for 1995 which offers
unlimited use of both facilities for a single price. As a result of this
simplified joint program, season passes sold for 1995 for Frontier City and
White Water Bay exceeded 36,000, as compared to 17,800 for 1994. Even after
price increases in 1996, season pass sales aggregated approximately 35,000
during that season.

67
<PAGE>
GEAUGA LAKE

OVERVIEW. Geauga Lake is a combination theme and water park, and is the
42nd largest theme park in the United States based on 1995 attendance of 1.1
million. Attendance for the 1996 season totaled 1.2 million. Geauga Lake is
located in Aurora, Ohio, 20 miles southeast of Cleveland and approximately 30,
60 and 120 miles, respectively, from Akron and Youngstown, Ohio and Pittsburgh,
Pennsylvania. This market provides the park with a permanent resident population
base of approximately 4.0 million people within 50 miles of the park and 7.4
million within 100 miles. According to the Nielsen Report, the Cleveland/Akron,
Youngstown and Pittsburgh markets are the number 13, number 95 and number 19
DMAs in the United States, respectively. Based upon in-park surveys,
approximately 63% of the visitors to Geauga Lake in 1996 resided within a
50-mile radius of the park, and 83% resided within a 100-mile radius.

The 257-acre property on which Geauga Lake is situated includes a 55-acre
spring-fed lake. The theme park itself presently occupies approximately 116
acres. There are approximately 87 acres of undeveloped land (of which
approximately 30 acres have the potential for further development). During the
1996 season, Geauga Lake featured over 60 "wet" and "dry" attractions, a tidal
wave pool, 38 game venues, 44 food outlets, 25 merchandise outlets, three
theaters and two arcades. Rainbow Island, the park's "dry" area for young
children, features 16 children's rides. Turtle Beach, a 1.4-acre water activity
area designed exclusively for children ages two through twelve, is located
adjacent to Rainbow Island.

The following is a list of certain of the major attractions at Geauga Lake:

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Mind Eraser............................................. Forward and backward roller coaster with five elements
The Double Loop......................................... Steel roller coaster
The Big Dipper.......................................... Wooden roller coaster
Texas Twister........................................... Top spin ride
The Raging Wolf Bobs.................................... 85-foot high wooden roller coaster
Stingray Slides......................................... 70-foot tall water slides
Grizzly Run............................................. River rapids ride
Euro Racers............................................. Grand prix raceway
The Wave................................................ Tsunami tidal wave pool
Neptune Falls........................................... 1,600-foot, four flumed water slide complex
The Rampage............................................. Two high-speed water slides
Turtle Beach............................................ Children's water park
Rainbow Island.......................................... Children's ride area
</TABLE>

Geauga Lake's principal competitors are Cedar Point located in Sandusky,
Ohio and Kennywood, located in Pittsburgh, Pennsylvania. These parks are located
approximately 90 miles and 120 miles, respectively, from Geauga Lake. There are
also three small water parks within a 50-mile radius of Geauga Lake, and Sea
World, a marine park, is on the other side of Geauga Lake. While Sea World does,
to some extent, compete with Geauga Lake for patrons, it is a complementary
attraction, and many patrons visit both facilities.

HISTORY AND RECENT OPERATING RESULTS. Geauga Lake has been in continuous
operation for over 100 years. The park was one of the first theme parks in the
United States to introduce a complete water entertainment complex within a
traditional theme park at no additional charge to visitors. From 1991 to 1995,
revenue and attendance at the park averaged approximately $23.1 million and 1.1
million, respectively, as compared to revenue for the first nine months of 1996
of $27.8 million and attendance of 1.2 million during the 1996 season.

68
<PAGE>
The following table sets forth certain information with respect to the
operations of Geauga Lake since 1991:

<TABLE>
<CAPTION>
THROUGH
SEPTEMBER 30,
--------------------
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues (000)............................... $ 22,341 $ 22,298 $ 24,097 $ 23,106 $ 23,781 $ 23,400 $ 27,834
Total attendance (000)............................. 1,140 1,107 1,177 1,068 1,075 1,064 1,171
Revenues per visitor............................... $ 19.60 $ 20.14 $ 20.47 $ 21.63 $ 22.12 $ 21.99 $ 23.76
In-park spending per visitor....................... $ 10.68 $ 11.08 $ 11.26 $ 11.88 $ 11.86 $ 11.97 $ 12.82
Number of operating days........................... 115 115 115 116 127 114 117
Capital expenditures
(project-year basis) (000)....................... $ 1,650 $ 1,050 $ 3,050 $ 913 $ 1,805 $ 1,805 $ 11,100
</TABLE>

STRATEGY. When it acquired the park, the Company believed Geauga Lake had
significant growth potential, certain of which was realized during the 1996
season. Prior to that season, the Company (i) added marketable new rides and
attractions; (ii) improved the quality of the park's daily live shows; (iii)
upgraded the quality of the merchandise outlets and restaurants; (iv) improved
the park's theming, signage and landscaping; and (v) implemented more
professional and creative marketing, sales and promotional programs, with an
emphasis on the park's improved product offerings. Among the major new
improvements for 1996 were a forward/backward roller coaster and a river rapids
ride. The Company spent approximately $11.1 million on capital improvements
prior to the 1996 season and expects to spend between $5.0 and $8.0 million on
such expenditures prior to the 1997 season. Planned 1997 improvements include a
free-fall ride and a five-story interactive water attraction.

In conjunction with 1996 improvements, the Company increased its marketing
and sales activities to corporate sponsors as well as to the public. In that
connection, the park has replaced its beverage sponsor with Coca-Cola. This
arrangement resulted in higher beverage sponsorship payments to the park, and
Coca-Cola agreed to an expanded level of advertising and sponsorship support,
including promotion of the park on Coke cans in multiple markets, including
Cleveland and Pittsburgh, for the entire season.

The Company plans to continue to take greater advantage of its location next
to Sea World of Ohio. As a unique destination marine park, Sea World, which is
located directly across Geauga Lake, is able to attract visitors from a much
wider geographical area than Geauga Lake. Historically, the two parks have not
participated in any co-marketing programs. During 1996, the Company and Sea
World conducted joint marketing programs in outer market areas, including
Detroit, involving joint television advertising of combination passes. In
addition, combination tickets were sold at each park. The Company plans to
continue and expand this joint marketing program for the 1997 season. To
increase attendance and revenue prior to Memorial Day and after Labor Day, the
Company expanded off-season special events such as Oktoberfest and Hallowscream.
The Company intends to develop Geauga Lake's 30 acres of unutilized land for
complementary uses. Lastly, as with the other parks acquired in the Funtime
Acquisition, the Company has bought out third-party game concessionaires who had
shared game revenue with the prior owners of the park. Given its historical
levels of attendance, the size of its market and the capital investment and
marketing programs planned at Geauga Lake, the Company believes that Geauga Lake
has the potential to reach annual attendance of at least 1.5 million within the
next three to five years.

69
<PAGE>
THE GREAT ESCAPE

OVERVIEW. The Company is scheduled to acquire The Great Escape on or about
December 3, 1996 and all conditions to closing (other than delivery of certain
closing documents and payment of the purchase price) have been satisfied. The
Great Escape, which opened in 1954, is a combination theme and water park
located off Interstate 87 in the Lake George resort area, 180 miles north of New
York City and 40 miles north of Albany. The park's primary market includes the
Lake George tourist population and the resident upstate New York and western New
England population. Official statistics indicate that the area had a visitor
population of over 7.5 million people in 1995, of which over 3.5 million were
overnight visitors, with an average length of stay of 4.3 days. This market
provides the park with a permanent resident population base of approximately 1.1
million people within 50 miles of the park and 3.3 million people within 100
miles. According to the Nielsen Report, the Albany market is the number 52 DMA
in the United States.

After the closing, the Company will own a site of approximately 335 acres,
with 100 acres currently used for park operations. Approximately 30 of the
undeveloped acres are suitable for park expansion. During the 1996 season, The
Great Escape had 33 adult and 12 children's rides, 30 food outlets, 18
merchandise outlets, 29 game venues and five theaters. In addition, The Great
Escape professionally produces live shows daily and holds a concert series each
summer. Picnic grounds are also available for family picnics and group outings.

The following is a list of certain of the major attractions at The Great
Escape:

<TABLE>
<CAPTION>
ATTRACTIONS DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>

Comet................................................... Wooden roller coaster
Steamin' Demon.......................................... Looping steel roller coaster
Desperado............................................... Log flume ride
Giant Ferris Wheel...................................... Ferris wheel
Raging River............................................ River rapids ride
Banshee Plunge.......................................... Water tube slide
Blue Typhoon............................................ Water tube slide
Twister Falls........................................... Water tube slide
Black Cobra............................................. Wet/dry water slide
</TABLE>

The Great Escape's only significant competitor is Riverside Park, located in
Springfield, Massachusetts, approximately 150 miles from The Great Escape. In
addition, there is a smaller water park located in Lake George.

HISTORY AND RECENT OPERATING RESULTS. In late 1992, Mr. Wood reacquired the
park from International Broadcasting Company ("IBC") (to whom he had previously
sold the facility) out of IBC's bankruptcy proceedings. Since its reacquisition,
a water park component was added to The Great Escape, and the park has shown
steadily improving operating results, including attendance, per capita spending
and operating cash flow.

The following table sets forth certain information with respect to the
operations of The Great Escape since 1994:

<TABLE>
<CAPTION>
ELEVEN MONTHS
YEAR ENDED ENDED
OCTOBER 31, SEPTEMBER 30,
-------------------- --------------------
<S> <C> <C> <C> <C>
1994 1995 1995 1996
--------- --------- --------- ---------
Total revenues (000)............................................ $ 13,321 $ 14,360 $ 14,358 $ 15,070
Total attendance (000).......................................... 531 557 557 574
Revenues per visitor............................................ $ 25.09 $ 25.78 $ 25.78 $ 26.25
In-park spending per visitor.................................... $ 10.51 $ 10.56 $ 10.56 $ 10.75
Number of operating days........................................ 100 100 100 101
Capital expenditures (fiscal-year basis) (000).................. $ 2,284 $ 1,645 $ 1,615 $ 298
</TABLE>

70
<PAGE>
STRATEGY. While The Great Escape has shown solid performance, Premier
believes it can increase attendance and park-level operating cash flow through
the continued addition of attractions and the introduction of a more extensive
marketing strategy. Without upsetting a successful strategy, Premier intends to
selectively extend the park's operating hours beyond the current 6:00 p.m.
closing time and extend the season into October. In addition, Premier sees the
opportunity to increase revenue outlets through the park. In addition to the
park's traditional vacation customer, Premier intends to emphasize group sales,
as well as greater marketing in selected outer markets such as Albany to help
drive attendance increases. The Company expects to spend between $8.0 and $12.0
million on capital expenditures prior to the 1997 and 1998 seasons, including
the addition of a wave pool and other attractions.

WATERWORLD

OVERVIEW. Waterworld consists of two water parks (Waterworld USA/Concord
and Waterworld USA/ Sacramento) and one family entertainment center (Paradise
Island).

Waterworld USA/Concord is located in Concord, California, in the East Bay
area of San Francisco. The park's primary market includes nearly all of the San
Francisco Bay area. This market provides the park with a permanent resident
population base of approximately 6.7 million people within 50 miles of the park
and 10.0 million people within 100 miles. Water parks by their nature tend to
draw patrons from a smaller radius than theme park. According to the Nielsen
Report, the San Francisco Bay market is the number 5 DMA in the United States.

Waterworld USA/Sacramento is located on the grounds of the California State
Fair in Sacramento, California. Also located on the fair grounds is Paradise
Island, the Company's family entertainment center. The facilities' primary
market includes Sacramento and the immediate surrounding area. This market
provides the park with a permanent resident population base of approximately 2.6
million people within 50 miles of the park and 9.7 million people within 100
miles. According to the Nielsen Report, the Sacramento market is the number 21
DMA in the United States.

Both facilities are leased under long-term ground leases. The Concord site
includes approximately 29 acres, with 24 acres currently used for park
operations. The Sacramento facility is located on approximately 20 acres, all of
which is used for the park and the family entertainment center. During the 1996
season, Waterworld had 13 adult and 16 children's rides and attractions, 13 food
outlets, two merchandise outlets and three game venues. The family entertainment
center, which operates year-round, features six thrill rides, laser tag, a rock
climbing wall, batting cage, two miniature golf courses, two go-cart tracks,
arcade games and other attractions. Picnic grounds at both facilities are also
available for family picnics and group outings.

The following is a list of certain of the major attractions at Waterworld:

CONCORD

<TABLE>
<CAPTION>
ATTRACTIONS DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------

<S> <C>
Breaker Beach........................................... Wave pool
Kaanapali Kooler........................................ 1,200 foot lazy river
Typhoon................................................. Four 250 foot open and closed tube slides
Banzai.................................................. Six body slides
Cliffhanger............................................. Two drop-out slides
Diablo Falls............................................ Two shotgun slides
Wildwater Kingdom....................................... Water activity area
Treasure Island......................................... Children's activity area
</TABLE>

71
<PAGE>
SACRAMENTO

<TABLE>
<CAPTION>
ATTRACTIONS DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------

<S> <C>
Dew Lagoon.............................................. Wave pool
Calypso Cooler.......................................... 800 foot lazy river
Cannon Ball Falls....................................... Two shotgun slides
Windjammer Pool......................................... Lap pool
Tadpool................................................. Children's pool
Trinidad Falls.......................................... Four 300 foot open and closed tube slides
Cobra................................................... Two 250 foot corkscrew slides
Cliffhanger............................................. Two drop-out slides
The Hurricane........................................... Tube slide
Surf Hill............................................... Children's slide
Treasure Island......................................... Children's activity area
Paradise Island......................................... Family entertainment center
</TABLE>

Concord's only significant direct competitor is Raging Waters located in San
Jose, approximately 100 miles from that facility. Sacramento's only significant
competitor is Sunsplash located in the north east of Sacramento, approximately
40 miles from that facility. Paradise Island's significant direct competitors
are Golf land, which is adjacent to Sunsplash, Wooz Family Entertainment Center,
located in Vacaville, 30 miles from Sacramento and Scadia Family Fun Center
located in Fairfield, 45 miles from Sacramento.

HISTORY AND RECENT OPERATING RESULTS. The Concord park opened in May 1995
and was constructed by the former owners at an aggregate cost of approximately
$9.2 million. The Sacramento facility opened in 1986 and Paradise Island opened
during 1993 and was constructed at a cost of $2.6 million.

The following table sets forth certain information with respect to the
operations of Waterworld USA/ Concord since 1995, the year the park opened:

<TABLE>
<CAPTION>
THROUGH SEPTEMBER
30,
--------------------
1995 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Total revenues (000)........................................................................... $ 5,791 $ 5,647 $ 5,827
Total attendance (000)......................................................................... 331 331 310
Revenues per visitor........................................................................... $ 17.50 $ 17.06 $ 18.80
In-park spending per visitor................................................................... $ 6.40 $ 6.28 $ 6.32
Number of operating days....................................................................... 110 108 117
Capital expenditures (calendar-year basis) (000)............................................... $ 7,383 $ 7,265 $ 1,331
</TABLE>

The following table sets forth certain information with respect to the
operations of Waterworld USA/ Sacramento since 1993.

<TABLE>
<CAPTION>
THROUGH SEPTEMBER
30,
--------------------
1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Total revenues (000)(1).......................................... $ 4,555 $ 5,938 $ 5,812 $ 5,338 $ 5,826
Total attendance (000)........................................... 258 280 271 271 294
Revenues per visitor(2).......................................... $ 13.71 $ 13.87 $ 14.05 $ 14.78 $ 14.30
In-park spending per visitor..................................... $ 5.00 $ 5.02 $ 5.31 $ 5.31 $ 5.22
Number of operating days......................................... 111 106 109 109 112
Capital expenditures (calendar-year basis) (000)................. $ 70 $ 225 $ 281 $ 231 $ 373
</TABLE>

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

(1) Excludes fee income from management of Concord.

(2) Revenues per visitor do not include revenue of Paradise Island (a
fee-per-attraction entertainment center) of $1,218,000, $2,054,000,
$2,004,000, $1,333,000, and $1,621,000 for the years ended December 31,
1993, 1994, and 1995 and for the nine months ended September 30, 1995 and
1996, respectively.

72
<PAGE>
STRATEGY. Management believes that the parks have growth potential in
attendance and operating cash flow. Stand-alone water parks are by their nature
less capital intensive than theme parks. The Company plans to add a major water
attraction (costing in the range of between $1.0 million and $1.5 million) at
each of the Waterworld parks in the next two to three years. Thereafter,
management expects that Waterworld will require minimal on-going capital
expenditures of approximately $200,000 to $300,000 per year and the addition of
a new attraction every three or four years.

WHITE WATER BAY

OVERVIEW. White Water Bay is a tropical themed water park located along
Interstate 40 in southwest Oklahoma City, Oklahoma. The park is the 15th largest
water park in the United States based on 1995 attendance of approximately
327,000. The park's primary market includes the greater Oklahoma City
metropolitan area. According to the Nielsen Report, Oklahoma City is the number
43 DMA in the United States. This market provides the park with a permanent
resident population base of approximately 1.2 million people within 50 miles of
the park and 2.4 million people within 100 miles. White Water Bay also attracts
group sales from groups such as churches and other civic organizations. Based
upon in-park surveys, approximately 87% of the visitors to White Water Bay in
1996 resided within a 50-mile radius of the park, and 92% resided within a
100-mile radius.

The Company owns a site of 22 acres, all of which are currently used for
park operations. White Water Bay features a 500,000 gallon wave pool, an eight
story multiple slide ride, a 450,000 gallon activity pool, nine slides, a "lazy
river" ride, a children's activity pool and four volleyball courts. White Water
Bay also has a full service restaurant and two snack stands. Raft and locker
rentals are also available. In addition, the park has picnic grounds for family
and group outings.

The following is a list of certain of the major attractions at White Water
Bay:

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
White Water Bay......................................... Wave pool
Castaway Creek.......................................... Lazy river
Acapulco Cliff Dive..................................... Speed slide
Bermuda Triangle........................................ Multiple slide complex
Shipwreck Island........................................ Activity pool
Kid's Cove.............................................. Kiddie pool
Tad Pool................................................ Kiddie pool
Black Beard's Revenge................................... Water slide
The Rapids.............................................. Splash pool ride
Big Kahuna.............................................. White water rafting ride
Swashbuckler Flumes..................................... Slide complex
</TABLE>

There are no other water parks located in Oklahoma City and, therefore, the
Company's primary competition is from other outdoor water activities, such as
local swimming pools.

HISTORY AND RECENT OPERATING RESULTS. White Water Bay was originally opened
in 1981 and was acquired by the Company in 1991. While the park was fairly
well-developed and maintained under its prior ownership, the Company has
expanded the park with the addition of a major white water raft ride, two speed
slides, a full service restaurant and a picnic pavilion. Since the Company's
acquisition of the park in 1991, the park has achieved average annual attendance
of approximately 295,000 and average annual revenues of approximately $3.3
million.

73
<PAGE>
The following table sets forth certain information with respect to the
operations of White Water Bay since 1991:

<TABLE>
<CAPTION>
THROUGH
SEPTEMBER 30,
--------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1991 1992(1) 1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------- --------- ---------
Total revenues (000)....................... $ 3,335 $ 3,001 $ 3,417 $ 3,176 $ 3,475 $ 3,398 $ 3,313
Total attendance (000)..................... 320 257 295 277 327 327 314
Revenues per visitor....................... $ 10.43 $ 11.68 $ 11.60 $ 11.47 $ 10.64(2) $ 10.40 $ 10.55
In-park spending per visitor............... $ 3.02 $ 3.33 $ 3.35 $ 3.15 $ 3.14 $ 3.14 $ 3.55
Number of operating days................... 103 110 102 102 97 97 100
Capital expenditures (project-year basis)
(000).................................... $ 423 $ 202 $ 202 $ 596(3) $ 56 $ 56 $ 25
</TABLE>

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

(1) Although each of the Company's parks was adversely affected by inclement
weather in 1992, White Water Bay, as a water park, was particularly affected
by such weather. See "Risk Factors -- Effects of Inclement Weather; Seasonal
Fluctuations of Operating Results."

(2) The reduction in revenues per visitor in 1995 primarily reflects the
effects of the sale of an additional 20,000 season passes in 1995. Season
pass sales generally decrease ticket revenue per customer since season pass
holders tend to visit the parks frequently.

(3) Of such amount, $150,000 was funded by Pepsi in connection with a
sponsorship arrangement.

STRATEGY. Management expects that White Water Bay will require minimal
on-going capital expenditures of up to approximately $75,000 per year and the
addition of a new attraction every three or four years. Through this strategy,
the Company believes that the park should generate a consistent annual
attendance in the range of 280,000 to 320,000. In addition, White Water Bay
expects to continue to benefit from the joint marketing initiatives with
Frontier City described above.

WYANDOT LAKE

OVERVIEW. Wyandot Lake, which has 13 water rides, is the 12th largest water
park in the United States based on 1995 attendance of approximately 370,000.
Attendance for the 1996 season totaled 396,000. The park also has 18 "dry"
rides. Wyandot Lake is located just outside of Columbus, Ohio, adjacent to the
Columbus Zoo on property sub-leased from the Columbus Zoo. The park's primary
market includes the Columbus metropolitan area and other central Ohio towns.
This market provides the park with a permanent resident population base of
approximately 2.0 million people within 50 miles of the park and approximately
6.4 million people within 100 miles. The Columbus market, according to the
Nielsen Report, is the number 34 DMA in the United States. Based on in-park
surveys, approximately 82% of the visitors to Wyandot Lake in 1996 resided
within a 50-mile radius of the park, and 92% resided within a 100-mile radius.

The Company leases from the Columbus Zoo the land, the buildings and several
rides which existed on the property at the time the lease was entered into in
1983. The current lease expires in 1998 and the Company has two five-year
renewal options. The land leased by Wyandot Lake consists of approximately 18
acres. The park shares parking facilities with the Columbus Zoo. Wyandot Lake
features a variety of "wet" and "dry" attractions, including a "wet" and "dry"
area for young children.

74
<PAGE>
The following is a list of certain of the major attractions at Wyandot Lake:

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- ------------------------------------------------------------ ---------------------------------------------------
<S> <C>
Christopher's Island Discovery Treehouse.................... Five-story family interactive water attraction
Zuma Falls.................................................. Twin passenger tube slide
Parrot Beach................................................ Kids water attraction
Jet Stream.................................................. Twin passenger tube slide
Canoochee Creek............................................. Adult water attraction
Buccaneer Bay............................................... Children's water attraction
Phantom Tunnel Hydro Tube................................... A 300-foot enclosed water slide
Wild Rage................................................... 70-foot water slide
Star Fish Ferris Wheel...................................... A 52-foot high ferris wheel
The Wild Tide Wave Pool..................................... 30,000 sq. foot tidal wave pool
Sea Dragon Roller Coaster................................... Small wooden roller coaster
Water Coil.................................................. A two-flumed water slide
Uncle Al's Treehouse........................................ Children's playground
</TABLE>

Wyandot Lake's direct competitors are King's Island and The Beach, each
located in Cincinnati, Ohio, and Cedar Point, located in Sandusky, Ohio. These
three parks are each located approximately 100 miles from Wyandot Lake. Although
the Columbus Zoo is located adjacent to the park, it is a complementary
attraction, with many patrons visiting both facilities.

HISTORY AND RECENT OPERATING RESULTS. Wyandot Lake has been in operation
since 1981. From 1991 to 1995, revenue and attendance at the park averaged
approximately $4.4 million and 359,000, respectively. During the first nine
months of 1996, revenue totaled $5.9 million and attendance for 1996 aggregated
396,000. The Company believes that under prior ownership the park suffered from
a lack of capital investment in marketable rides and attractions and creative
marketing. This provides a significant opportunity for improved performance
under the Company's management.

The following table sets forth certain information with respect to
operations of Wyandot Lake since 1991:

<TABLE>
<CAPTION>
THROUGH
SEPTEMBER 30,
--------------------
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues (000)...................... $ 4,000 $ 3,830 $ 4,755 $ 4,597 $ 5,059 $ 4,919 $ 5,889
Total attendance (000).................... 350 324 388 361 370 349 377
Revenues per visitor...................... $ 11.43 $ 11.82 $ 12.26 $ 12.73 $ 13.67 $ 14.10 $ 15.62
In-park spending per visitor.............. $ 5.02 $ 5.20 $ 5.17 $ 5.27 $ 5.26 $ 5.72 $ 6.49
Number of operating days.................. 101 116 111 111 132 108 110
Capital expenditures (project-year basis)
(000)................................... $ 450 $ 610 $ 276 $ 556 $ 155 $ 155 $ 2,100
</TABLE>

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

STRATEGY. The Company believes that Wyandot Lake has significant growth
potential. Of its capital expenditure budget for 1996, the Company spent
approximately $2.1 million on Wyandot Lake and the Company is considering
spending up to $1.5 million on this facility for the 1997 season to add a
children's area.

The Company implemented aggressive marketing and sales activities for the
1996 season both to corporate sponsors and to the general public to highlight
these park upgrades. In that connection, Coca-Cola became a sponsor of the park
for 1996, which resulted in higher beverage sponsorship revenue and expanded
promotional and marketing support for the park. The Company also expects Wyandot
Lake to

75
<PAGE>
benefit from the $75 million planned expansion of the Columbus Zoo located
adjacent to the park. The Company is currently discussing with the Zoo the
addition of five to ten acres to Wyandot Lake which, if obtained, will
facilitate a significant expansion of the existing park. In an effort to attract
visitors going to the Columbus Zoo, Wyandot Lake participates in joint local
advertising programs with the Columbus Zoo and is implementing other marketing
programs to capitalize on the park's close proximity to the Zoo. As with the
other acquired parks, the Company will seek to add special events.

MARKETING AND PROMOTION

The Company attracts visitors through multi-media marketing and promotional
programs for each of its parks. These programs are tailored to address the
different characteristics of their respective markets and to maximize the impact
of specific park attractions and product introductions. All marketing and
promotional programs are updated or completely revamped each year to address new
developments. Marketing programs are generally initiated at the park level and
supervised by the Company's Vice President for Marketing, with the assistance of
the Company's senior management and national advertising agency. During the
three years ended December 31, 1995 and the nine-months ended September 30,
1996, the Company incurred advertising expense of approximately $2.8 million,
$3.7 million, $5.7 million (including approximately $1.5 million expended with
respect to the parks acquired in the Funtime Acquisition) and $9.0 million,
respectively. During 1993 and 1994, Funtime incurred approximately $5.1 million
and $5.2 million, respectively, in such expense.

The Company believes that the local orientation of its marketing programs is
a key ingredient to successfully promoting its parks. For example, Cal Ripken,
Jr., the all-star shortstop for the Baltimore Orioles, serves as official
spokesperson for Adventure World, making numerous appearances in radio and
television commercials, and Olympic gymnast Shannon Miller, an Oklahoma City
resident, has opened rides at White Water Bay. The Company also develops
partnership relationships with well-known national and regional sponsors to
supplement its advertising efforts and to provide attendance incentives in the
form of discounts and/or premiums. Presented below is a selection of some of
Premier's most recognized corporate sponsors and marketing partners:

<TABLE>
<S> <C>
7-Eleven Kodak
Blockbuster Video McDonald's
Coca-Cola Pepsi
Columbus Zoo Safeway Supermarkets
Domino's Sea World of Ohio
Friendly's Sherwin Williams
Giant Eagle Supermarkets Taco Bell
Giant Food Supermarkets TCBY
John Deere TOPS Supermarkets
KFC Wendy's
</TABLE>

The Company has also arranged for popular local radio and television
programs to be filmed or broadcast live from its parks. The Company's Friday
evening teen dances at Frontier City are broadcast as thirty-minute shows with
an MTV-style format by a Fox Television affiliate on Saturday evenings. These
strategies have been well received in local markets, and have been an integral
element of Premier's growth.

Group sales and pre-sold tickets provide the Company with a consistent and
stable base of attendance, representing over 38.4% of aggregate attendance at
the six parks owned prior to the Recent Acquisitions in 1996. Each park has a
group sales and pre-sold ticket manager and a well-trained sales staff dedicated
to selling multiple group sales and pre-sold ticket programs through a variety
of methods, including direct mail, telemarketing and personal sales calls.
Premier has increased its group sales and pre-sold ticket business at the three
parks owned prior to the Funtime Acquisition by approximately 59.6% from 1992 to
1995. During 1996, group sales and pre-sold tickets at the three parks acquired
in the Funtime Acquisition,

76
<PAGE>
increased 13% over 1995 levels. The Company believes that similar opportunities
exist at the parks acquired in the Recent Acquisitions.

The Company has also developed effective programs for marketing season pass
tickets. Season pass sales establish a solid attendance base in advance of the
season, thus reducing exposure to inclement weather. Additionally, season pass
holders often bring paying guests and generate "word-of-mouth" advertising for
the parks. Management believes that incremental attendance from season pass
sales has a positive effect on operating results. The increased in-park spending
which results from season passes is not offset by incremental operating
expenses, since such expenses are relatively fixed during the operating season.
Since its acquisition of Adventure World in 1992, the Company has increased
season passes sold at the park from approximately 2,000 in 1991 to over 25,000
in 1996. In 1995, the Company revised its joint marketing program for Frontier
City and White Water Bay, and season passes sold at these parks increased from
approximately 17,800 in 1994 to over 34,000 in 1996. During 1996, 16.5% of
visitors to the Company's six parks utilized season passes.

A significant portion of the Company's attendance is attributable to the
sale of discount admission tickets. The Company offers discounts on season and
multi-visit tickets, tickets for specific dates and tickets to affiliated groups
such as businesses, schools and religious, fraternal and similar organizations.
As with season passes, management believes that incremental attendance from
discount sales activities has a positive effect on operating results. The
increased in-park spending which results from such attendance is not offset by
incremental operating expenses, since such expenses are relatively fixed during
the operating season. In 1996, approximately 76.0% of patrons at the Company's
six parks were admitted at a discount rate and for the nine months ended
September 30, 1996, approximately 55.1% of the Company's revenue was
attributable to in-park spending.

The Company also implements promotional programs as a means of targeting
specific market segments and geographic locations not reached through its group
or retail sales efforts. The promotional programs utilize coupons, sweepstakes,
reward incentives and rebates to attract additional visitors. These programs are
implemented through direct mail, telemarketing, direct response media,
sponsorship marketing and targeted multi-media programs. The special promotional
offers are usually for a very limited period of time and offer a reduced
admission price or provide some additional incentive to purchase a ticket, such
as combination tickets with a complementary location.

PARK OPERATIONS

The Company is headquartered in Oklahoma City, Oklahoma and New York, New
York and, following The Great Escape Acquisition, will operate in eight
geographically diverse markets: Baltimore/ Washington, D.C., Maryland; Buffalo/
Rochester; Cleveland; Columbus, Ohio; Oklahoma City; Denver; Sacramento and the
San Francisco Bay area; and Lake George/Albany. Each park is managed by a
general manager who reports to the Company's Chief Operating Officer and is
responsible for all operations and management of the individual park.
Advertising, ticket sales, community relations and hiring and training of
personnel are the responsibility of individual park management in coordination
with corporate support teams. The Company has systems and controls in place for
the daily tracking and monitoring of revenues and expenses associated with
ticket sales and in-park spending.

Each of the Company's parks is managed by a full-time, on-site management
team under the direction of the general manager. Each such management team
includes senior personnel responsible for operations and maintenance, marketing
and promotion, human resources and merchandising. Park management compensation
structures are designed to provide incentives (including stock options and cash
bonuses) for individual park managers to execute the Company's strategy and to
maximize revenues and operating cash flow at each park. The Company's seven
general managers have an aggregate of over 80 years experience in the industry,
including over 50 years at the Company's parks.

77
<PAGE>
Each of the Company's parks is operated, to the extent practicable, as a
separate operating division of the Company in order to maximize local marketing
opportunities and to provide flexibility in meeting local needs. For example,
local park management recommends local advertising focus, annual operating
schedules and application of available capital.

The Company maintains trained security forces to administer the parks' crowd
control policies and guest screening procedures and to enforce the parks' rules
relating to behavior of guests in the parks. The specific policies and practices
of the security forces are dictated on a park-by-park basis by crowd composition
and operating experience.

The Company's parks are generally open daily from Memorial Day through Labor
Day. In addition, most of the Company's parks are open during weekends prior to
and following their daily seasons, primarily as a site for theme events (such as
Hallowscream and Oktoberfest). Typically, the parks charge a basic daily
admission price, which allows unlimited use of all rides and attractions,
although in certain cases special rides and attractions require the payment of
an additional fee. The Company's family entertainment center is open year-round
and does not charge an admission price.

COMPETITION

The Company's parks compete directly with other theme, water and amusement
parks and indirectly with all other types of recreational facilities and forms
of entertainment within their market areas, including movies, sports attractions
and vacation travel. The Company's family entertainment center competes directly
with all types of recreational facilities and forms of entertainment within its
market. Accordingly, the Company's business is and will continue to be subject
to factors affecting the recreation and leisure time industries generally, such
as general economic conditions and changes in discretionary consumer spending
habits. Within each park's regional market area, the principal factors affecting
competition include location, price, the uniqueness and perceived quality of the
rides and attractions in a particular park, the atmosphere and cleanliness of a
park and the quality of its food and entertainment. The Company believes its
parks feature a sufficient variety of rides and attractions, restaurants and
merchandise outlets to enable it to compete effectively. Certain of the
Company's direct competitors have substantially greater financial resources than
the Company.

CAPITAL IMPROVEMENTS

The Company regularly makes capital investments in the development and
implementation of new rides and attractions at its parks. The Company believes
that the introduction of new rides is an important factor in promoting each of
the parks in order to achieve market penetration and encourage longer visits,
which lead to increased attendance and in-park spending. In addition, the
Company generally adds theming to acquired parks and continuously enhances the
theming and landscaping of its existing parks in order to provide a complete
family oriented entertainment experience. Capital expenditures are planned on a
seasonal basis with most expenditures made during the off-season.

The Company's level of capital expenditures are directly related to the
optimum mix of rides and attractions given park attendance and market
penetration. These targeted expenditures are intended to drive significant
attendance growth at the parks and to provide an appropriate complement of
entertainment value, depending on the size of a particular market. As an
individual park begins to reach an appropriate attendance penetration for its
market, management generally plans a new ride or attraction every three to four
years in order to enhance the park's entertainment product.

The Company divides its capital expenditures into three categories: capital
expenditures for marketable attractions which are primarily for new rides and
attractions; retail projects capital expenditures which are associated with
increasing in-park spending; and asset upgrades which are capital expenditures
made to significantly improve, as opposed to maintain, an existing asset.
Expenditures for materials and services associated with maintaining assets, such
as painting and inspecting rides are expensed as incurred and

78
<PAGE>
therefore are not included in capital expenditures. These expenditures generally
represent approximately 5%-7% of annual revenue.

MAINTENANCE AND INSPECTION

The Company's rides are inspected daily by maintenance personnel during the
operating season. These inspections include safety checks as well as regular
maintenance and are made through both visual inspection of the ride and test
operation. Senior management of the Company and the individual parks evaluate
the risk aspects of each park's operation. Potential risks to employees and
staff as well as to the public are evaluated. Contingency plans for potential
emergency situations have been developed for each facility. During the
off-season, maintenance personnel examine the rides and repair, refurbish and
rebuild them where necessary. This process includes x-raying and magnafluxing (a
further examination for minute cracks and defects) steel portions of certain
rides at high-stress points. The Company has approximately 130 full-time
employees who devote substantially all of their time to maintaining the theme
parks and their rides and attractions.

In addition to the Company's maintenance and inspection procedures, the
Company's liability insurance carrier performs an annual inspection of each park
and all attractions and related maintenance procedures. The result of insurance
inspections are written evaluation and inspection reports, as well as written
suggestions on various aspects of park operations. State inspectors also conduct
annual ride inspections before the beginning of each season. Other portions of
each park are also subject to inspections by local fire marshals and health and
building department officials. Furthermore, the Company uses Ellis & Associates
as water safety consultants at its parks in order to train life guards and audit
safety procedures.

SEASONALITY

The operations of the Company are highly seasonal, with more than 90% of
park attendance occurring in the second and third calendar quarters of each year
and the most active period falling between Memorial Day and Labor Day. The great
majority of the Company's revenues are collected in the second and third
quarters of each year while most expenditures for capital improvements and
significant maintenance are incurred when the parks are closed in the first and
fourth quarters. See "Risk Factors -- Effects of Inclement Weather; Seasonal
Fluctuations of Operating Results" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

GOVERNMENT REGULATION

Operations at the parks are subject to certain local, state and federal
governmental regulations including, without limitation, labor, health, safety
and minimum wage regulations applicable to theme park operations, and local and
state regulations applicable to restaurant operations at the park. The Company
believes that it is in substantial compliance with applicable regulatory
standards and, although no assurance can be given, it does not foresee the need
for any significant expenditures in this area in the near future.

ENVIRONMENTAL REGULATION

The Company's operations are subject to increasingly stringent federal,
state and local environmental laws and regulations governing water discharges,
air emissions, soil contamination, the maintenance of underground storage tanks
and the disposal of waste and hazardous materials. The Company believes that it
is in substantial compliance with all such laws and regulations. At Geauga Lake,
the Company is conducting groundwater monitoring around a former on-site
landfill under the supervision of the Ohio Environmental Protection Agency. The
Company is awaiting administrative action on its request for curtailment of the
scope and duration of this monitoring, based on the sampling results to date.
The

79
<PAGE>
Company does not anticipate that it will be required to incur any material costs
in connection with the monitoring program or any other post-closure activities.

Elitch Gardens is located on property that was used as a manufactured gas
plant by the Public Service Company of Colorado ("PSC"), a railroad yard for
Burlington Northern Railroad, and an auto shredding operation. Although these
operations were discontinued over 30 years ago, residual contamination related
to those operations remains in the soil and groundwater beneath the property.
Specifically, environmental investigations have documented the presence of trash
fill material, metals, hydrocarbon contaminated soils and residual coal tars at
the site.

At the time of the construction of the park, Elitch Gardens Company entered
into a consent agreement with the Colorado Department of Health which specified
the soil and groundwater management and monitoring requirements for the site
(the "Consent Agreement"). The Consent Agreement also contains a limited release
and covenant not to sue by the State of Colorado with respect to then-known
environmental conditions, subject to several conditions and exceptions. In
addition, the United States Environmental Protection Agency has reviewed the
Consent Agreement and stated that its intervention under applicable Federal
environmental statutes would not be warranted, assuming compliance with the
Consent Agreement and barring a change in, or discovery of new information
about, environmental conditions relating to the property.

At the closing of the Denver Acquisition, PSC and Trillium Corporation
(successor-in-interest to Burlington Northern Railroad) consented to the
assignment to Premier by Elitch Gardens Company of its rights under an
allocation agreement (the "Allocation Agreement"). Under the Allocation
Agreement, PSC and Trillium agreed to pay for 25 years, commencing in 1994, all
Contamination Expenses (as defined) with respect to the site, except that
Premier will be responsible, under certain circumstances, for a maximum of
$100,000 of such Contamination Expenses and, in all cases, for the costs of
groundwater monitoring (historically approximately $25,000 per year) required
under the Consent Agreement. The Company does not anticipate that it will be
required to incur any material costs in connection with the environmental
condition of this site.

EMPLOYEES

The Company employs approximately 349 full-time employees (including
employees of The Great Escape) and approximately 7,300 seasonal employees during
the operating season. In this regard, the Company competes with other local
employers for qualified student and other candidates on a season-by-season
basis. As part of the seasonal employment program, the Company employs a
significant number of teenagers, which subjects the Company to child labor laws.
The Company is not subject to federal or certain applicable state minimum wage
rates in respect of its seasonal employees. However, the recent increase in the
federal or any applicable state minimum wage rate could result over time in
increased compensation expense for the Company as it relates to these employees
as a result of competitive factors.

None of the employees of the Company are represented by a union or other
collective bargaining unit. The Company has not experienced any strikes or work
stoppages by its employees, and the Company considers its employee relations to
be good.

INSURANCE

The Company maintains insurance of the type and in amounts that it believes
are commercially reasonable and that are available to businesses in its
industry. The Company maintains multi-layered general liability policies that
provide for excess liability coverage of up to $15.0 million per occurrence. By
virtue of self-insured retention limits ($50,000 per wave pool incident; $25,000
per occurrence in all other cases), the Company is required to pay the first
$25,000 or $50,000, as the case may be, of loss per occurrence. The Company also
maintains fire and extended coverage, workers' compensation, and other forms of
insurance typical to businesses in its industry. The fire and extended coverage
policies insure the

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<PAGE>
Company's real and personal properties (other than land) against physical damage
resulting from a variety of hazards.

LEGAL PROCEEDINGS

The nature of the industry in which the Company operates tends to expose it
to claims by visitors for injuries. Historically, the great majority of these
claims have been minor. While the Company believes that it is adequately insured
against the claims currently pending against it and any potential liability, if
the number of such events resulting in liability significantly increased, or if
the Company becomes subject to damages that cannot by law be insured against,
such as punitive damages, there may be a material adverse effect on its
operations.

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<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information with respect to the
directors, executive officers and key employees of the Company or its
subsidiaries.

<TABLE>
<CAPTION>
AGE AT
SEPTEMBER 30,
NAME 1996 POSITION WITH COMPANY
- --------------------------------- ----------------- ---------------------------------------------------------------
<S> <C> <C>
Kieran E. Burke.................. 39 Chairman and Chief Executive Officer; Director
Gary Story....................... 41 President and Chief Operating Officer; Director
James F. Dannhauser.............. 44 Chief Financial Officer; Director
James C. Bouy.................... 54 Vice President, General Manager, Elitch Gardens
Hue W. Eichelberger.............. 38 Vice President, General Manager, Adventure World
Jeffrey A. Lococo................ 40 Vice President, General Manager, Geauga Lake
Richard A. McCurley.............. 37 Vice President, General Manager, Waterworld
Bradley Y. Paul.................. 49 Vice President, General Manager, Darien Lake
Traci E. Blanks.................. 35 Vice President of Marketing
David Thomas..................... 38 Vice President of Entertainment
Richard R. Webb.................. 40 Vice President of Accounting
Richard A. Kipf.................. 62 Vice President of Administration, Corporate Secretary
Paul A. Biddelman................ 50 Director
Michael E. Gellert............... 65 Director
Jack Tyrrell..................... 49 Director
</TABLE>

Kieran E. Burke has served as Chief Executive Officer and a Director of the
Company since October 1989 and Chairman of the Board since June 1994. From 1989
through June 1994, he was President of Premier. Mr. Burke also serves as a
director of Blue Ridge Real Estate Company and Big Boulder Corporation. Mr.
Burke was an investment banker prior to becoming President of Premier. Mr. Burke
is a member of the board of directors of the International Association of
Amusement Parks & Attractions ("IAAPA").

Gary Story has served as President and a Director of the Company since June
1994 and as Chief Operating Officer since January 1992. From January 1992
through June 1994, he also served as Premier's Executive Vice President. Prior
to that time, he had been General Manager of Frontier City for more than five
years. From 1983 through 1984, Mr. Story served as General Manager of Luna Park,
an amusement park in Sydney, Australia, during its redevelopment as a theme park
and from 1981 through 1983 he served as General Manager of Diversiones del
Reino, an amusement park in Mexico City. From 1972 through 1981, Mr. Story
served in various capacities with Six Flags Corporation. Mr. Story is a former
member of the board of directors of IAAPA.

James F. Dannhauser became Chief Financial Officer of the Company in October
1995 and has served as a Director of Premier since December 1992. From 1990
through June 1996, Mr. Dannhauser served as managing director of Lepercq, de
Neuflize & Co. Incorporated, an investment banking firm ("Lepercq"). Mr.
Dannhauser is a member of the board of directors of Lepercq.

James C. Bouy has served as Vice President and General Manager of Geauga
Lake since 1994 and became General Manager of Elitch Gardens following the
Denver Acquisition. Prior thereto, from 1992 through 1994, he served as Vice
President and General Manager of Kennywood Park in Pittsburgh, Pennsylvania.
From 1985 through 1991, Mr. Bouy was employed by Funtime as Vice President and
General Manager of Darien Lake. Prior thereto, from 1975 through 1981, he was
employed by the Marriott Corporation, where his responsibilities included
serving as Chief Operating Officer for The Great

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<PAGE>
American Theme Park in Gurnee, Illinois and The Great American Theme Park in
Santa Clara, California.

Hue W. Eichelberger has served as Vice President and General Manager of
Adventure World since 1992. From 1991 through 1992, he served as Park Manager of
White Water Bay. From 1988 through 1991, he was Associate Director of Corporate
Development at Silver Dollar City, Inc. Prior thereto, Mr. Eichelberger served
as General Manager of White Water (a water park in Grand Prairie, Texas) and
FantaSea (a water park in Wichita, Kansas).

Jeffrey A. Lococo has served as Vice President and General Manager of
Wyandot Lake since 1989 and became the General Manager of Geauga Lake following
the Denver Acquisition. From 1982 through 1989, he served as Director of
Marketing and Sales of Geauga Lake. From 1980 through 1982, Mr. Lococo served as
Regional Sales Manager with Marriott's Great America Theme Park.

Richard A. McCurley has served as Vice President and General Manager of
Frontier City and White Water Bay since 1994 and became General Manager of
Waterworld following the California Acquisition. He joined Premier in 1992 as
Director of Revenue for Frontier City and White Water Bay and, during that year,
transferred to become Director of Revenue for Adventure World. From 1985 through
1992, Mr. McCurley was Food Service Manager and later Food Service Director at
Knotts Berry Farms. Prior to that period, he spent six years with Worlds of Fun,
a major theme park in Kansas City, Missouri, ultimately serving as Director of
Food Services.

Bradley Y. Paul has served as Vice President and General Manager of Darien
Lake since 1991. From 1984 through 1991 he served as Marketing Director of
Darien Lake.

Traci E. Blanks has served as Vice President of Marketing since 1995. From
1992 through 1994, she served as Vice President Marketing for Frontier City and
White Water Bay. From 1986 through 1992, she served as Director of Marketing for
Frontier City, and as such was responsible for all marketing and group sales
programs. From 1986 through 1987, she also served as Manager of Advertising and
Promotions for Frontier City.

David Thomas has served as Vice President of Entertainment since 1993. From
1987 through 1993, he was responsible for the Company's show productions
(including booking national touring acts to appear at the parks) as well as the
staging of numerous festivals including Oktoberfest and Hallowscream. Prior to
1987, he served as President of Silvertree Productions, producing over forty
stage shows, musicals, stunt spectaculars and magic illusion presentations.

Richard R. Webb has served as Vice President of Accounting since 1991. From
1988 through 1991, he was Controller of a subsidiary of the DeBartolo
Corporation which operated a race track in Oklahoma City. Prior to that time,
Mr. Webb spent nine years with Landmark Land Company, Inc., ultimately serving
as Controller.

Richard A. Kipf has served as Corporate Secretary of the Company (or its
predecessors) since 1975 and has served as Vice President of Administration
since 1994.

Paul A. Biddelman has served as a Director of the Company since December
1992. Since April 1992, Mr. Biddelman has been treasurer of Hanseatic
Corporation ("Hanseatic"), a private investment company. From January 1991
through March 1992, Mr. Biddelman was managing director of Clements Taee
Biddelman Incorporated, a financial advisory firm. Mr. Biddelman also serves as
a director of Electronic Retailing Systems International, Inc., Insituform
Technologies, Inc., Celadon Group, Inc., Petroleum Heat and Power Co., Inc. and
Star Gas Corporation (general partner of Star Gas Partners, L.P.).

Michael E. Gellert has served as a Director of the Company since March 1989.
He previously served as a Director of Premier and as a Trustee of Tierco from
1979 until 1986. From June 1989 through June 1994, he also served as the
Chairman of the Board of Premier. Mr. Gellert is a general partner of Windcrest
Partners ("Windcrest"), a New York limited partnership. Windcrest, the principal
business of

83
<PAGE>
which is private investing, is an affiliate of Premier. Mr. Gellert also serves
as a director of Devon Energy Corp., The Harvey Group, Inc., Humana Inc., Seacor
Holdings, Inc., Regal Cinemas, Inc. and The Putnam Trust Company of Greenwich
Advisory Board of The Bank of New York.

Jack Tyrrell has served as a Director of Premier since December 1992. For
more than five years, Mr. Tyrrell has been a general partner of Lawrence Venture
Partners, a general partnership, the principal business of which is that of
acting as general partner of Lawrence, Tyrrell, Ortale & Smith ("LTOS"), a
private investment limited partnership. Mr. Tyrrell is also a general partner of
LTOS II Partners, a general partnership, the principal business of which is that
of acting as general partner of Lawrence, Tyrrell, Ortale & Smith II, L.P.
("LTOS II"), a private investment limited partnership. Mr. Tyrrell is also a
general partner of Richland Partners, L.P., a limited partnership, the principal
business of which is that of acting as general partner of Richland Ventures,
L.P. ("Richland"), a private investment limited partnership. In addition, Mr.
Tyrrell is a general partner of Richland Partners II, L.P., a limited
partnership, the principal business of which is that of acting as general
partner of Richland Ventures II, L.P. ("Richland II"), a private investment
limited partnership. Mr. Tyrrell also serves as a director of National Health
Investors, Inc. and Regal Cinemas, Inc.

The Company's directors and officers are elected to serve one-year terms.
None of the Company's officers has employment agreements.

BOARD COMMITTEES

The Company's Board of Directors has a Compensation Committee and an Audit
Committee.

COMPENSATION COMMITTEE. The Compensation Committee reviews management's
recommendations with respect to executive compensation and employee benefits and
makes recommendations to the Company's Board of Directors as to such matters.
Additionally, the Compensation Committee administers the Stock Incentive Plans.
The Compensation Committee currently consists of Messrs. Biddelman and Tyrrell.

AUDIT COMMITTEE. The Audit Committee recommends to the Board of Directors
the accounting firm to be selected each year as independent auditors of the
Company's financial statements and acts on behalf of the Board of Directors in
reviewing with the independent auditors, the chief financial and accounting
officers of the Company and other appropriate corporate officers, matters
relating to corporate financial reporting and accounting procedures and
policies, and the adequacy of financial, accounting and operating controls. The
Audit Committee reviews the results of audits with the Company's independent
public accountant and reports thereon to the Board of Directors. The Audit
Committee also submits to the Board of Directors recommendations it may have
from time to time with respect to financial reporting and accounting practices
and policies and financial, accounting and operating controls and safeguards.
The Audit Committee currently consists of Messrs. Gellert and Biddelman.

COMPENSATION OF DIRECTORS

During the year ended December 31, 1995, directors did not receive any
compensation for serving as such; however, they were reimbursed for expenses
attendant to Board and committee membership. Commencing in 1996, directors who
are not employees of the Company will receive $15,000 per annum, payable at
their election in cash or shares of Common Stock in addition to reimbursement of
expenses.

EXECUTIVE COMPENSATION

The following table discloses compensation received by the Company's Chief
Executive Officer and Chief Operating Officer for the three years ended December
31, 1995. The Chief Executive Officer and Chief Operating Officer are the only
executive officers of the Company whose salary and bonus exceeded $100,000 in
those years.

84
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING OTHER
PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) COMPENSATION AWARD(S)($) OPTIONS(#) COMPENSATION
- ------------------------------ --------- ---------- ---------- ------------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>

Kieran E. Burke............... 1995 $ 307,500 $ 150,000 -- -- 100,000 (2)
Chairman of the Board, Chief 1994 290,000 -- -- -- 10,000 (2)
Executive Officer and 1993 265,000 40,000 -- -- 76,200 (2)
Director

Gary Story.................... 1995 $ 214,583 $ 100,000 -- -- 50,000 (2)
President, Chief Operating 1994 200,000 -- -- -- 20,000 (2)
Officer and Director 1993 140,000 70,000 -- -- 40,000 (2)
</TABLE>

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

(1) James F. Dannhauser became Chief Financial Officer of the Company on October
1, 1995. For 1995, Mr. Dannhauser's annual salary was $125,000. During 1995,
he was granted options to acquire 40,000 shares of Common Stock.

(2) The Company has concluded that, as to each named executive officer for each
year shown, all personal benefits paid or provided did not exceed the lesser
of $50,000 or 10% of the salary and bonus reported for such officer. During
1995, the Company did not have any defined contribution plans or pension or
other defined benefit or retirement plans, other than a qualified,
contributory 401(k) plan. All regular employees are eligible to participate
in the 401(k) plan if they have completed one full year of service and are
at least 21 years old. Except with respect to the former employees of
Funtime, the Company did not match contributions made by employees in 1995.
The accounts of all participating employees are fully vested.

STOCK INCENTIVE PLANS

In March 1993, the Company adopted a stock option and incentive plan (the
"1993 Stock Incentive Plan") pursuant to which 250,000 shares of Common Stock
were reserved for issuance from time to time to key employees of the Company and
its subsidiaries. Pursuant to the 1993 Stock Incentive Plan, through November
20, 1996, options to purchase an aggregate of 250,000 shares (excluding options
that terminated by their terms) had been granted, all of which are Incentive
Options (as defined below). Of such options, 125,000 and 60,000 were granted to
Messrs. Burke and Story, respectively, and 215,000 were granted to the Company's
executive officers as a group. The 1993 Stock Incentive Plan provides for the
grant of options ("Options") to purchase Common Stock intended to qualify as
incentive stock options ("Incentive Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), options that do not so qualify
("Non-Qualified Options") and stock appreciation rights ("SARs") in tandem with
Options. An SAR granted in tandem with an Option (a "tandem SAR") permits an
optionee to surrender his Option to the Company for cancellation and receive an
amount (in cash or Common Stock) equal to the excess, if any, of (i) the then
fair market value of the Common Stock subject to the Option; over (ii) the
exercise price of the Option. Of the options granted under the 1993 Stock
Incentive Plan, 68,800 were granted in 1996 at an exercise price of $22.00 per
share, 36,000 were granted in 1994 at an exercise price of $7.50 per share and
145,200 Options were granted in 1993 at an exercise price of $5.00 per share. In
each case, the Compensation Committee of the Board of Directors determined that
the fair market value of the Common Stock on the date of grant.

In August 1995, the Company adopted a stock option and incentive plan (the
"1995 Stock Incentive Plan") pursuant to which 270,000 shares of Common Stock
were reserved for issuance from time to time to key employees of the Company and
its subsidiaries. Pursuant to the 1995 Stock Incentive Plan, through

85
<PAGE>
November 20, 1996, Options to purchase an aggregate of 270,000 shares of Common
Stock had been granted, all of which are Incentive Options. Of such Options,
100,000 and 72,000 were granted to Messrs. Burke and Story, respectively, and
212,000 were granted to the Company's executive officers as a group. Of the
Options granted under the 1995 Stock Incentive Plan, 248,000 have an exercise
price of $8.25 per share, and 22,000 have an exercise price of $22.00 per share.
In each case, the Compensation Committee of the Board of Directors determined
the exercise price was equal to the fair market value of the Common Stock on the
date of grant. The 1995 Stock Incentive Plan provides for the grant of Options
to purchase Common Stock intended to qualify as Incentive Options under Section
422 of the Code, Non-Qualified Options or SARs. The terms of the 1995 Stock
Incentive Plan are substantially the same as the terms of the 1993 Stock
Incentive Plan (except for the total number of shares subject to Options
available for grant thereunder.)

In August 1996, the Company adopted a stock option and incentive plan (the
"1996 Stock Incentive Plan," and together with the 1993 Stock Incentive Plan and
the 1995 Stock Incentive Plan, the "Stock Incentive Plans"), pursuant to which
750,000 shares of Common Stock were reserved for issuance from time to time to
key employees of the Company and its subsidiaries. Pursuant to the 1996 Stock
Incentive Plan, through November 20, 1996, Options to purchase an aggregate of
246,700 shares of Common Stock had been granted, all of which are Incentive
Options. Of such Options, 86,200 and 58,000 were granted to Messrs. Burke and
Story, respectively, and 164,200 were granted to the Company's executive
officers as a group. All of the Options granted under the 1996 Stock Incentive
Plan have an exercise price of $22.00 per share, which the Compensation
Committee of the Board of Directors determined to be the fair market value of
the Common Stock on the date of grant. The 1996 Stock Incentive Plan, and the
grant of options thereunder in August 1996, are subject to the approval of the
Company's stockholders. The 1996 Stock Incentive Plan provides for the grant of
Options to purchase Common Stock intended to qualify as Incentive Options under
Section 422 of the Code, Non-Qualified Options or SARs. The terms of the 1996
Stock Incentive Plan are substantially the same as the terms of the 1993 Stock
Incentive Plan (except for the total number of shares subject to Options
available for grant thereunder.)

AGGREGATE OPTION EXERCISES AND OPTION VALUES

The following table provides information on Option exercises in 1995 by each
of Mr. Burke and Mr. Story and the value of such officers' unexercised Options
at December 31, 1995.

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE- MONEY OPTIONS AT
SHARES 1995 DECEMBER 31, 1995 (1)
ACQUIRED ON VALUE -------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- ----------------- --------------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke................ -- -- 114,759 116,480 $ 1,037,572 $ 671,402
Gary Story..................... -- -- 42,000 68,000 $ 288,750 $ 392,500
</TABLE>

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

(1) Prior to the Public Offering, during 1994, a limited trading market
developed for the Common Stock. Amount shown is based on $13.125 per share,
the average of the closing bid and asked prices of the Common Stock (as
reported on The Pink Sheets and the OTC Bulletin Board) on December 29,
1995, adjusted for the subsequent reverse stock split. The Company does not
believe that this highly illiquid market constituted an established trading
market for the Common Stock. See "Price Range of Common Stock."

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<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of September 30, 1996
(except as noted below) as to Common Stock owned by (a) each of the Company's
current directors and named executive officers; (b) all current directors and
officers of the Company as a group; and (c) each person who, to the best of the
Company's knowledge, beneficially owned on that date more than 5% of the
outstanding Common Stock. All share amounts have been rounded to the nearest
whole share. The information presented does not reflect any prospective purchase
of Common Stock in the Offering by the named persons.

<TABLE>
<CAPTION>
PERCENTAGE OF CLASS
NUMBER OF SHARES ------------------------
NAME AND ADDRESS OF BENEFICIALLY PRIOR TO AFTER
BENEFICIAL OWNER OWNED OFFERING OFFERING
- -------------------------------------------------------------------------- ----------------- ----------- -----------
<S> <C> <C> <C>

Kieran E. Burke(1)........................................................ 224,301 1.9 1.4

Paul A. Biddelman(2)...................................................... 3,020,063 26.6 19.7

James F. Dannhauser(3).................................................... 48,000 * *

Michael E. Gellert(4)(5).................................................. 1,396,560 12.3 9.1

Gary Story(6)............................................................. 80,000 * *

Jack Tyrrell(7)........................................................... 1,001,336 8.8 6.5

Robert J. Gellert(5)(8)................................................... 1,261,947 11.1 8.2
122 East 42nd Street
New York, New York 10168

Windcrest Partners(5)(9).................................................. 1,136,025 10.0 7.4
122 East 42nd Street
New York, New York 10168

Lawrence, Tyrrell, Ortale & Smith II, L.P.(10)............................ 661,940 5.8 4.3
Lawrence, Tyrrell, Ortale & Smith
3100 West End Avenue, Suite 500
Nashville, TN 37203

Hanseatic Corporation(11)................................................. 3,020,063 26.6 19.7
Wolfgang Traber
450 Park Avenue
New York, New York 10152

Janus Capital Corporation(12)............................................. 1,257,900 11.1 8.2
Thomas H. Baily
Janus Venture Fund
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923

All directors and officers as a group(13) (10 persons).................... 5,785,460 49.6 37.0
</TABLE>

- ------------------------
* Less than one percent.

(1) Includes 47,302 shares of Common Stock and warrants and options to
purchase 176,999 shares of Common Stock for his own account as to which
Mr. Burke has sole voting and investment power.

(2) Represents shares of Common Stock beneficially owned by Hanseatic, of
which Mr. Biddelman is treasurer. See footnote (11) below.

(3) Includes 11,000 shares of Common Stock and options to purchase 26,000
shares of Common Stock for his own account and 11,000 shares of Common
Stock beneficially-owned by Lepercq, of which Mr. Dannhauser is a
director and as to which he disclaims beneficial ownership.

87
<PAGE>
(4) Includes 231,818 shares of Common Stock, as to which Mr. Gellert has sole
voting and investment power. Also includes 1,136,025 shares of Common
Stock beneficially owned by Windcrest which shares voting and investment
power with its general partners, Michael E. Gellert and Robert J.
Gellert. Also includes 28,717 shares of Common Stock beneficially owned
by Michael E. Gellert's daughter who resides in his household. Mr.
Gellert disclaims beneficial ownership of all shares beneficially owned
by his daughter.

(5) Members of the Gellert family and entities controlled by them
beneficially own in the aggregate 1,598,436 shares of Common Stock. Such
shares will represent approximately 10.4% of the Company's outstanding
Common Stock after the Offering. See footnotes (4), (8) and (9).

(6) Represents 80,000 shares of Common Stock issuable upon exercise of stock
options held by Mr. Story, as to which he has sole voting and investment
power.

(7) Includes 200,000 shares of Common Stock beneficially owned by LTOS;
461,940 shares of Common Stock beneficially owned by LTOS II; and 339,240
shares of Common Stock beneficially owned by Richland. Mr. Tyrrell, who
is a general partner of the respective general partners of LTOS, LTOS II
and Richland, disclaims beneficial ownership of all such shares.

(8) Includes 2,514 shares of Common Stock for his own account, as to which he
has sole voting and investment power; 49,597 shares of Common Stock as
agent for 30 other persons and entities with whom he shares voting and
investment power; 2,168 shares of Common Stock as trustee for Michael E.
Gellert's sister with respect to which he shares voting and investment
power with Peter J. Gellert (who holds these shares as agent); 5,559
shares of Common Stock as trustee of irrevocable trusts for the benefit
of Michael E. Gellert's children as to which he has sole voting and
investment power; 1,084 shares of Common Stock as trustee of an
irrevocable trust for the benefit of his brother as to which he has sole
voting and investment power; 1,136,025 shares of Common Stock owned by
Windcrest which shares voting and investment power with its general
partners, Michael E. Gellert and Robert J. Gellert; and 65,000 shares of
Common Stock beneficially owned by Lexfor Corporation of which he is
President and a director, as to which he shares voting and investment
power with the other officers and directors. Michael E. Gellert disclaims
beneficial ownership of the shares of Common Stock owned by the trusts
for the benefit of his children.

(9) Windcrest shares voting and investment power with its general partners,
Michael E. Gellert and Robert J. Gellert.

(10) Includes 200,000 shares of Common Stock beneficially owned by LTOS and
461,940 shares beneficially owned by LTOS II. LTOS and LTOS II may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act. Information has been derived from Amendment
No. 2 to Schedule 13D, dated November 2, 1994.

(11) Represents shares of Common Stock beneficially owned by Hanseatic. Mr.
Traber holds a majority of the shares of capital stock of Hanseatic and
thus may be deemed to beneficially own such Common Stock. Of such shares,
2,658,164 shares of Common Stock are held by Hanseatic Americas LDC, a
Bahamian limited duration company in which the sole managing member is
Hansobel Partners LLC, a Delaware limited liability company in which the
sole managing member is Hanseatic. The remaining shares of Common Stock
are held by Hanseatic for discretionary customer accounts. Information
has been derived from Amendment No. 5 to Schedule 13D, dated March 11,
1996.

(12) Janus Capital Corporation ("Janus Capital") is a registered investment
adviser that furnishes investment advice to certain registered investment
companies, including Janus Venture Fund (the "Fund") and individual and
institutional clients (collectively the "Managed Portfolios"). As a
result, Janus Capital may be deemed to be the benefical owner of the
Common Stock held by such Managed Portfolios. Of the amount shown,
719,400 shares are held by the Fund and the balance are held in other
Managed Portfolios. Mr. Bailey owns 12.2% of Janus Capital and serves as
President and Chairman thereof. As a result, Mr. Bailey may be deemed
beneficial owner of the shares held by the Managed Portfolios.
Information has been obtained from Schedule 13G, dated November 8, 1996.

(13) The share amounts listed include shares of Common Stock that the
following persons have the right to acquire within 60 days from September
30, 1996 (Kieran E. Burke, 176,999 shares (see footnote (1)); James F.
Dannhauser, 26,000 shares (see footnote (3)); Gary Story, 80,000 shares
(see footnote (6)); and all directors and officers as a group, 298,199
shares.

CERTAIN TRANSACTIONS

In connection with the Funtime Acquisition, the Company paid investment
banking and financial advisory fees in the amount of $800,000 and $475,000 to
Lepercq and Hanseatic, respectively. James F. Dannhauser, a director of the
Company, was a managing director of Lepercq at the time of the Funtime
Acquisition, and Paul A. Biddelman, also a director of the Company, is the
treasurer of Hanseatic. On October 1, 1995, Mr. Dannhauser became Chief
Financial Officer of the Company.

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<PAGE>
In connection with a private placement by the Company consummated in August
1995, Hanseatic purchased shares of convertible Preferred Stock which were
converted into 1,695,335 shares of Common Stock in connection with the Public
Offering. In addition, pursuant to that placement, Richland, a private
investment limited partnership, the general partner of which is Richland
Partners, L.P., a limited partnership of which Jack Tyrrell, a director of the
Company, is a general partner, and Michael Gellert, a director of the Company,
purchased shares of convertible Preferred Stock which were converted into
256,093 and 121,645 shares of Common Stock, respectively, in connection with the
Public Offering.

In November 1990, the Company entered into an office lease. A portion of the
office space is being used by Windcrest, and the Company and Windcrest have
agreed to allocate 50% of the monthly rental payments to Windcrest. During 1995,
Windcrest paid the Company approximately $68,000 with respect to such office
space.

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DESCRIPTION OF INDEBTEDNESS

NEW CREDIT FACILITY

Revolving credit borrowings under the New Credit Facility, which was entered
into in October 1996, are secured by substantially all of the Company's assets
(other than real estate). Borrowings under the Term Loan Facility are secured by
the assets acquired with the proceeds thereof, together with guarantees, limited
to approximately $17.5 million, by the Company's principal subsidiaries. The New
Credit Facility has an aggregate availability of $115.0 million of which (i) up
to $30.0 million under the Revolving Credit Facility may be used for working
capital and other general corporate purposes; (ii) up to $25.0 million under
Facility A may be used to finance capital expenditures prior to April 30, 1998;
and (iii) up to $60.0 million under Facility B may be used to finance certain
acquisitions by the Company (including the Recent Acquisitions), including an
amount of up to $2.0 million which may be used to finance improvements at the
parks acquired, provided that at least 50% of the consideration for any such
acquisition or improvements under Facility A or Facility B must be funded by the
Company. As of November 20, 1996 (after giving effect to The Great Escape
Acquisition and borrowings the Company plans to make in respect of the
California Acquisition), approximately $57.0 million will have been borrowed
under Facility B to fund approximately 50% of the consideration paid for the
Recent Acquisitions. Interest rates per annum under the New Credit Facility are
equal to a base rate equal to the higher of the Federal Funds Rate plus 1/2% or
the prime rate of Citibank, N.A., in each case, plus the Applicable Margin or
the London Interbank Offered Rate plus the Applicable Margin. The Revolving
Credit Facility terminates October 31, 2002 (reducing to $15 million on October
31, 2001) and borrowings under the Term Loan Facility mature October 31, 2001;
however, aggregate principal payments of $7.5 million, $20.0 million and $25.0
million are required under the Term Loan Facility during 1998, 1999 and 2000,
respectively. The New Credit Facility contains restrictive covenants that, among
other things, limit the ability of the Company and its subsidiaries to dispose
of assets; incur additional indebtedness or liens; pay dividends; repurchase
stock; make investments; engage in mergers or consolidations and engage in
certain transactions with subsidiaries and affiliates. In addition, the New
Credit Facility requires that the Company comply with certain specified
financial ratios and tests, including ratios of total debt to EBITDA, interest
expense to EBITDA, debt service to EBITDA and fixed charges to EBITDA.

The Company intends to repay in full borrowings under the New Credit
Facility from a substantial portion of the net proceeds from the Concurrent
Offering, if completed, which repayment will terminate the Term Loan Facility.
Prior to consummation of the Concurrent Offering, the Company will either amend
the New Credit Facility to permit the transactions contemplated by the
Concurrent Offering and to provide for the continuation (and possible expansion)
of the Revolving Credit Facility or terminate the entire New Credit Facility and
enter into a new revolving credit facility. If the Concurrent Offering is not
completed, the New Credit Facility will remain in place.

Defaults under the New Credit Facility include (i) failure to repay
principal when due; (ii) failure to pay interest within 3 days after due; (iii)
default in the performance of certain obligations of the Company's principal
subsidiaries under the Revolving Credit Security Agreement or any Equipment
Security Agreement (as defined thereunder); (iv) failure to comply with certain
covenants, conditions or agreements under the credit agreement which, in certain
cases, continues for 30 days; (vii) default by the Company or any of its
principal subsidiaries in respect of any indebtedness above specified levels;
(viii) certain events of bankruptcy; (ix) certain judgments against the Company
or any of its principal subsidiaries; (x) the occurrence of a Change in Control
(as defined thereunder); (xi) the assertion of certain Environmental Claims (as
defined thereunder); and (xii) under certain circumstances, the failure by
Messrs. Burke and Story to serve the Company in their present positions and the
failure to replace them within a specified time period.

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THE EXISTING NOTES

Concurrently with the consummation of the Funtime Acquisition, the Company
issued $90.0 million aggregate principal amount of its 12% Senior Notes due 2003
(the "Existing Notes"). The Existing Notes were issued under the Existing
Indenture. The description set forth below does not purport to be complete and
is qualified in its entirety by reference to the Existing Indenture which is an
exhibit to the Registration Statement of which this Prospectus is a part.

The Existing Notes are senior, unsecured obligations of the Company, limited
to $90.0 million aggregate principal amount and will mature on August 15, 2003.
The Existing Notes bear interest at the rate of 12% per annum, payable
semiannually on August 15 and February 15 of each year and are guaranteed on a
senior, unsecured basis by the Company's principal operating subsidiaries.

The Existing Notes are redeemable, at the Company's option, in whole or in
part, at any time on or after August 15, 1999, at specified redemption prices,
together with accrued and unpaid interest, if any, to the date of redemption. In
addition, at any time prior to August 15, 1998, the Company may redeem up to 33
1/3% of the original aggregate principal amount of the Existing Notes with the
net cash proceeds of one or more public equity offerings by the Company
following which there is a public market for the Common Stock, at a price equal
to 110% of the principal amount to be redeemed, together with all accrued and
unpaid interest, if any, provided that at least 66 2/3% of the original
aggregate principal amount of the Existing Notes remain outstanding immediately
after each such redemption. The Company does not presently intend to redeem any
Existing Notes from the proceeds of the Offering, although it may do so in the
future. See "Use of Proceeds." Upon the occurrence of a Change of Control (as
defined in the Existing Indenture), the Company will be required to make an
offer to repurchase the Existing Notes at a price equal to 101% of the principal
amount thereof, together with accrued and unpaid interest, if any, to the date
of repurchase.

The Existing Indenture contains restrictive covenants that, among other
things, limit the ability of the Company to dispose of assets; incur additional
indebtedness or liens; pay dividends; engage in mergers or consolidations; and
engage in certain transactions with subsidiaries and affiliates.

Defaults under the Existing Indenture include (i) failure to pay interest on
the Existing Notes within 30 days after such payments are due; (ii) failure to
repay principal when due at its maturity date, upon optional redemption, upon
required repurchase, upon acceleration or otherwise; (iii) failure to comply for
30 days after notice with the Company's repurchase obligations upon the
occurrence of a Change of Control and failure to comply for 60 days after notice
with the other covenants contained in the Indenture; (iv) the default by the
Company or any of its principal subsidiaries (the "Note Guarantors") in respect
of any indebtedness above specified levels; (v) certain events of bankruptcy;
(vi) certain judgments against the Company or any Note Guarantor; (vii) any Note
Guarantee (as defined in the Existing Indenture) ceasing to be in full force and
effect (except as contemplated by the terms thereof); and (viii) the denial or
disaffirmation by any Note Guarantor of its obligations under the Existing
Indenture or any Note Guarantee, which continues for 10 days.

THE NEW NOTES

Concurrently with the Offering, the Company is offering under a separate
prospectus in the Concurrent Offering $ million aggregate principal amount of
its % Senior Notes due (the "New Notes"). Neither the Offering
nor the Concurrent Offering is conditioned upon the completion of the other. The
New Notes will be issued under the New Indenture.

The New Notes will be senior, unsecured obligations of the Company, limited
to $ million aggregate principal amount and will mature on . To
the extent possible in the future, and provided that such action is permitted by
the Company's other existing obligations, the New Notes will be guaranteed on a
senior, unsecured basis by the Company's principal operating subsidiaries.

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<PAGE>
The New Notes will be redeemable, at the Company's option, in whole or in
part, at any time on or after , at specified redemption prices,
together with accrued and unpaid interest, if any, to the date of redemption. In
addition, at any time prior to , the Company will be entitled to
redeem up to 33 1/3% of the original aggregate principal amount of the New Notes
with the net cash proceeds of one or more public equity offerings by the Company
following which there is a public market for the Common Stock, at a price equal
to % of the principal amount to be redeemed, together with all accrued and
unpaid interest, if any, provided that at least 66 2/3% of the original
aggregate principal amount of the New Notes remains outstanding immediately
after each such redemption. Upon the occurence of a Change of Control (as
defined in the New Indenture), the Company will be required to make an offer to
repurchase the New Notes at a price equal to 101% of the principal amount
thereof, together with accrued and unpaid interest, if any, to the date of
repurchase.

The New Indenture is expected to contain restrictive covenants that, among
other things, limit the ability of the Company to dispose of assets; incur
additional indebtedness or liens; pay dividends; engage in mergers or
consolidations and engage in certain transactions with subsidiaries and
affiliates.

Defaults under the Indenture are expected to include failure to pay interest
on the New Notes within 30 days after such payments are due; failure to repay
principal when due at its maturity date, upon optional redemption, upon required
repurchase, upon acceleration or otherwise; failure to comply for 30 days after
notice with the Company's repurchase obligations upon the occurence of a Change
of Control and failure to comply for 60 days after notice with the other
covenants contained in the Indenture; the default by the Company or any of its
principal subsidiaries in respect of any indebtedness above specified levels;
certain events of bankruptcy and certain judgments against the Company or any
such subsidiary Guarantor.

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company's authorized capital stock includes 30,000,000 shares of Common
Stock, par value $0.05 per share. Each share of Common Stock entitles the holder
thereof to one vote. Holders of the Common Stock have equal ratable rights to
dividends from funds legally available therefor, when, as and if declared by the
Board of Directors and are entitled to share ratably, as a single class, in all
of the assets of the Company available for distribution to holders of Common
Stock upon the liquidation, dissolution or winding up of the affairs of the
Company. Holders of Common Stock do not have preemptive, subscription or
conversion rights. As of November 19, 1996, 11,357,232 shares of Common Stock
were outstanding.

The Liberty National Bank & Trust Company, Oklahoma City, Oklahoma, is the
transfer agent and registrar for the Common Stock.

PREFERRED STOCK

The Company's authorized capital stock includes 500,000 shares of Preferred
Stock, par value $1.00 per share. The Preferred Stock may be issued in series,
and shares of each series will have such rights and preferences as are fixed by
the Board of Directors in resolutions authorizing the issuance of that
particular series. In designating any series of Preferred Stock, the Board of
Directors may, without further action by the holders of Common Stock, fix the
number of shares constituting that series and fix the dividend rights, dividend
rate, conversion rights, voting rights (which may be greater or lesser than the
voting rights of the Common Stock), rights and terms of redemption (including
any sinking fund provisions), and the liquidation preferences of such series of
Preferred Stock. Holders of any series of Preferred Stock, when and if issued,
may have priority claims to dividends and to any distributions upon liquidation
of the Company, and other preferences over the holders of the Common Stock.

In connection with the Funtime Acquisition, the Company issued to certain of
its then current stockholders and their affiliates 200,000 shares of convertible
Preferred Stock for an aggregate purchase

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price of $20.0 million. On June 4, 1996, simultaneously with the consummation of
the Public Offering, the convertible Preferred Stock, together with accrued
dividends thereon, were converted into 2,560,928 shares of Common Stock. No
shares of Preferred Stock are currently outstanding.

REGISTRATION RIGHTS

The holders of approximately 7.0 million shares of Common Stock have rights
to require the Company to register such shares for sale under the Securities Act
commencing June 1997. In addition, such holders have the right to have such
shares included in a future registration statement relating to Common Stock and,
in certain cases, other than equity securities, subject to customary provisions
relating to the right of the underwriters of any such offering to exclude such
shares if their inclusion would impair the success of such offering. In the
event such holders exercise their registration rights, the Company will be
required to bear all registration expenses other than underwriting discounts or
other selling expenses and fees and expenses of counsel to such holders.

SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, the Company will have 15,357,232 shares
of Common Stock outstanding. Future sales of Common Stock by existing
stockholders pursuant to Rule 144 under the Securities Act, or through the
exercise of outstanding registration rights or otherwise, could have an adverse
effect on the prevailing market price of the Common Stock and the Company's
ability to raise additional capital. The Common Stock offered hereby will be
eligible for sale in the public market following the Offering without
restriction, except for Common Stock purchased by "affiliates" of the Company.
Except for the Common Stock to be sold in the Offering, the Company has agreed
not to offer, sell, contract to sell or otherwise issue any shares of Common
Stock or other capital stock or securities convertible into or exchangeable for,
or any rights to acquire, Common Stock or other capital stock, with certain
limited exceptions (including certain limited exceptions for Common Stock or
other capital stock issued or sold in connection with acquisitions by the
Company), prior to the expiration of 180 days from the date of this Prospectus
without the prior written consent of Lehman Brothers Inc. ("Lehman Brothers").
The Company's officers, directors and principal stockholders, who hold in the
aggregate approximately 6.9 million shares of Common Stock (including shares
issuable upon exercise of outstanding options and warrants), have agreed not to
sell any such shares for 180 days following the date of this Prospectus without
the consent of Lehman Brothers. Thereafter, approximately 4.0 million of such
shares will be eligible for sale in the public market (subject to applicable
volume limitations and other resale conditions imposed by Rule 144) and 2.3
million will become eligible for such sale in August 1997. Substantially all of
the 5.1 million outstanding shares not held by such persons are currently
eligible for sale in the public market without restrictions under Rule 144.
Commencing June 1997, holders of approximately 7.0 million shares (including
approximately 6.0 million shares held by officers, directors and principal
shareholders of the Company) will have the right to require the Company to
register such shares for sale under the Securities Act. The sale, or the
availability for sale, of substantial amounts of Common Stock in the public
market at any time subsequent to the Offering could adversely affect the
prevailing market price of the Common Stock. See "--Registration Rights."

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UNDERWRITING

Under the terms of and subject to the conditions contained in an
underwriting agreement (the "U.S. Underwriting Agreement"), among the Company
and each of the underwriters named below (the "U.S. Underwriters"), for whom
Lehman Brothers Inc., Furman Selz LLC and Smith Barney Inc. are acting as
representatives (the "Representatives"), each of the several U.S. Underwriters
has agreed to purchase from the Company, and the Company has agreed to sell to
each U.S. Underwriter, the aggregate number of shares of Common Stock set forth
opposite the name of such U.S. Underwriter below:

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITERS SHARES
- -------------------------------------------------------------------------------- ------------
<S> <C>
Lehman Brothers Inc. ...........................................................
Furman Selz LLC ................................................................
Smith Barney Inc. ..............................................................
------------
Total....................................................................... 3,400,000
------------
------------
</TABLE>

Under the terms of and subject to the conditions contained in an
underwriting agreement (the "International Underwriting Agreement"), among the
Company and each of the international managers named below (the "International
Managers"), for whom Lehman Brothers International (Europe), Furman Selz LLC and
Smith Barney Inc. are acting as Lead Managers (the "Lead Managers"), each of the
several International Managers has agreed to purchase from the Company, and the
Company has agreed to sell to each International Manager, the aggregate number
of shares of Common Stock set forth opposite the name of such International
Manager below.

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGERS SHARES
- -------------------------------------------------------------------------------- ------------
<S> <C>
Lehman Brothers International (Europe) .........................................
Furman Selz LLC ................................................................
Smith Barney Inc. ..............................................................
------------
Total....................................................................... 600,000
------------
------------
</TABLE>

The U.S. Underwriting Agreement and the International Underwriting Agreement
(collectively, the "Underwriting Agreements") provide that the obligations of
the U.S. Underwriters and the International Managers, respectively, to purchase
shares of Common Stock, are subject to the approval of certain legal matters by
counsel and to certain other conditions and that if any of the shares of Common
Stock are purchased by the U.S. Underwriters pursuant to the U.S. Underwriting
Agreement or by the International Managers pursuant to the International
Underwriting Agreement, all the shares of Common Stock agreed to be purchased by
either the U.S. Underwriters or the International Managers, as the case may be,
pursuant to their respective Underwriting Agreements, must be so purchased. The
offering price and underwriting discounts and commissions for the U.S. Offering
and the International Offering are identical. The closing of each of the U.S.
Offering and the International Offering is conditioned upon the closing of the
other.

The Company has been advised by the Representatives and the Lead Managers
that the U.S. Underwriters and the International Managers propose to offer
shares of Common Stock directly to the public initially at the public offering
price set forth on the cover page of this Prospectus and to certain selected
dealers (who may include the U.S. Underwriters and International Managers) at
such public offering price less a selling concession not to exceed $ per
share. The selected dealers may reallow a concession not to exceed $ per
share. After the initial offering of the Common Stock, the offering price, the
concession to selected dealers and the reallowance to other dealers may be
changed by the U.S. Underwriters and the International Managers.

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<PAGE>
The U.S. Underwriters and the International Managers have entered into an
Agreement Among U.S. Underwriters and International Managers (the "Agreement
Among") pursuant to which each U.S. Underwriter has agreed that, as part of the
distribution of the shares of Common Stock offered in the U.S. Offering, (a) it
is not purchasing any of such shares for the account of anyone other than a U.S.
or Canadian Person (as defined below) and (b) it has not offered or sold, and
will not offer, sell, resell or deliver, directly or indirectly, any of such
shares or distribute any prospectus relating to the U.S. Offering outside the
United States or Canada or to anyone other than a U.S. or Canadian Person. In
addition, pursuant to the Agreement Among, each International Manager has agreed
that, as part of the distribution of the shares of Common Stock offered in the
International Offering, (a) it is not purchasing any of such shares for the
account of any U.S. or Canadian Person and (b) it has not offered or sold, and
will not offer, sell, resell or deliver, directly or indirectly, any of such
shares or distribute any prospectus relating to the International Offering
within the United States or Canada or to any U.S. or Canadian Person. The
foregoing limitations do not apply to stabilization transactions or to certain
other transactions specified in the Underwriting Agreements and the Agreement
Among, including: (i) certain purchases and sales between the U.S. Underwriters
and the International Managers; (ii) certain offers, sales, resales, deliveries
or distributions to or through investment advisors or other persons exercising
investment discretion; (iii) purchases, offers or sales by a U.S. Underwriter
that is also acting as an International Manager or by an International Manager
that is also acting as an International Manager or by a International Manager
that is also acting as a U.S. Underwriter; and (iv) other transactions
specifically approved by the U.S. Underwriters and International Managers. As
used herein, "U.S. or Canadian Person" means any resident or citizen of the
United States or Canada, any corporation, pension, profit sharing or other trust
or other entity organized under or governed by the laws of the United States or
Canada or any political subdivision thereof (other than the foreign branch of
any United States or Canadian Person), any estate or trust the income of which
is subject to United States or Canadian federal income taxation regardless of
the source of its income, and any United States or Canadian branch of a person
other than a United States or Canadian Person. The term "United States" means
the United States of America (including, the states thereof and the District of
Columbia) and its territories, its possessions and other areas subject to its
jurisdiction. The term "Canada" means the provinces of Canada, its territories,
its possessions and other areas subject to its jurisdiction.

Pursuant to the Agreement Among, sales may be made among the U.S.
Underwriters and the International Managers of such number of shares of Common
Stock as may be mutually agreed. The price of any shares so sold shall be the
public offering price as then in effect for Common Stock being sold by the U.S.
Underwriters and the International Managers, less an amount not greater than the
selling concession unless otherwise determined by mutual agreement. To the
extent that there are sales pursuant to the Agreement Among, the number of
shares initially available for sale by the U.S. Underwriters and the
International Managers may be more or less than the amount specified on the
cover page of this Prospectus.

Each International Manager has represented and agreed that: (i) it has not
offered or sold and, prior to the date six months after the date of issue of the
shares of Common Stock, will not offer or sell any shares of Common Stock to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the shares of Common Stock in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on, and will only issue or pass on, to any person in the United Kingdom, any
document received by it in connection with the issue of the Common Stock if that
person is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1995.

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<PAGE>
Purchasers of the shares of Common Stock offered pursuant to the Offering
may be required to pay stamp taxes and other charges in accordance with the laws
and practices of the country of purchase in addition to the offering price set
forth on the cover page hereof.

Stockholders of the Company, including the directors and executive officers,
beneficially owning an aggregate of approximately 6.9 million shares of Common
Stock (including shares of Common Stock that may be issued upon the exercise of
outstanding options and warrants) have agreed not to, directly or indirectly,
offer, sell or otherwise dispose of shares of Common Stock of the Company, or
any securities convertible into or exchangeable for or any rights to acquire,
Common Stock or other capital stock of the Company for a period of 180 days
after the date of this Prospectus without the prior written consent of Lehman
Brothers on behalf of the Representatives. Except for the Common Stock to be
sold in the Offering, the Company has agreed not to offer, sell, contract to
sell or otherwise issue any shares of Common Stock or other capital stock or any
securities convertible into or exchangeable for, or any rights to acquire,
Common Stock or other capital stock, with certain limited exceptions (including
certain exceptions for Common Stock or other capital stock issued or sold in
connection with acquisitions by the Company), prior to the expiration of 180
days from the date of this Prospectus without the prior written consent of
Lehman Brothers on behalf of the Representatives.

The Company has granted to the U.S. Underwriters and the International
Managers options to purchase up to an additional 510,000 and 90,000 shares of
Common Stock, respectively, at the initial public offering price to the public,
less the underwriting discounts and commissions shown on the cover page of this
Prospectus, solely to cover over-allotments, if any. The options may be
exercised at any time up to 30 days after the date of this Prospectus. To the
extent that the U.S. Underwriters and the International Managers exercise such
options, each of the U.S. Underwriters and the International Managers, as the
case may be, will be committed (subject to certain conditions) to purchase a
number of additional shares proportionate to such U.S. Underwriter's or
International Manager's initial commitment as indicated in the preceding tables.

The Company has agreed to indemnify the U.S. Underwriters and the
International Managers against certain liabilities, including liabilities under
the Securities Act, and to contribute to payments which the U.S. Underwriters
and the International Managers may be required to make in respect thereof.

Lehman Brothers, Inc., Chase Securities Inc., Smith Barney Inc. and Furman
Selz LLC are underwriters of the Concurrent Offering and will receive
compensation for such services. Lehman Brothers Commercial Paper Inc. is the
administrative agent and arranger as well as one of the Company's lenders under
the New Credit Facility. None of the proceeds of the Offering is expected to be
used to repay amounts outstanding under the New Credit Facility. The Company
intends to use a substantial portion of the net proceeds of the Concurrent
Offering, if completed, to fully repay borrowings under the Term Loan Facility.
Lehman Brothers Inc. acted as the lead manager of the Public Offering and
received customary commissions therefor.

In connection with the Offering, certain Underwriters and selling group
members (if any), or their respective affiliates who are qualified registered
market makers on NASDAQ may engage in passive market making transactions in the
Common Stock on NASDAQ in accordance with Rule 10b-6A under the Securities
Exchange Act of 1934, as amended, during the two business day period before
commencement of offers or sales of the Common Stock offered hereby. Passive
market making transactions must comply with applicable volume and price
limitations and be identified as such. In general, a passive market maker may
display its bid at a price not in excess of the highest independent bid for the
security; if all independent bids are lowered below the passive market maker's
bid, however, such bid must then be lowered when certain purchase limits are
exceeded.

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LEGAL MATTERS

The validity of the Common Stock offered hereby and certain legal matters in
connection with the Offering will be passed upon for the Company by Baer Marks &
Upham LLP, New York, New York. Certain legal matters in connection with the
Offering will be passed upon for the Underwriters and the International Managers
by Cravath, Swaine & Moore, New York, New York.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1994
and 1995, and for each of the years in the three-year period ended December 31,
1995, have been included herein in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Funtime Parks, Inc. at December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994, appearing in this Prospectus and Registration Statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The financial statements of Elitch Gardens Company at December 31, 1995 and
1994, and for the year ended December 31, 1995 and the period from May 31, 1994
(date of inception) through December 31, 1994, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon (which contains an explanatory
paragraph with respect to the Company's ability to continue as a going concern)
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The financial statements of The Great Escape as of October 31, 1994 and
1995, and for the years then ended, have been included herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

The financial statements of FRE, Inc. (Family Recreational Enterprises,
Inc.) as of December 31, 1993, 1994 and 1995, and for each of the years in the
three-year period ended December 31, 1995, have been included herein and in the
Registration Statement in reliance upon the report of Nelson & Company,
independent auditors, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.

The financial statements of Concord Entertainment Company, as of December
31, 1995, and for the year ended December 31, 1995, have been included herein
and in the Registration Statement in reliance upon the report of Nelson &
Company, independent auditors, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

97
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------

<S> <C>
Consolidated Financial Statements of Premier Parks Inc..................................................... F-2

Consolidated Financial Statements of Funtime Parks, Inc.................................................... F-22

Financial Statements of Elitch Gardens Company............................................................. F-37

Financial Statements of The Great Escape................................................................... F-51

Financial Statements of FRE, Inc........................................................................... F-60

Financial Statements of Concord Entertainment Company...................................................... F-70
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
PREMIER PARKS INC.:

We have audited the accompanying consolidated balance sheets of Premier
Parks Inc. and subsidiaries as of December 31, 1994 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Premier
Parks Inc. and subsidiaries as of December 31, 1994 and 1995, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
February 29, 1996, except as to
note 13 which is as of April 4, 1996

F-2
<PAGE>
PREMIER PARKS INC.

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
---------------------------- -------------
<S> <C> <C> <C>
1994 1995 1996
------------- ------------- -------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................... $ 1,366,000 $ 28,787,000 $73,766,000
Accounts receivable................................................ 870,000 965,000 8,409,000
Inventories........................................................ 1,018,000 2,904,000 3,460,000
Prepaid expenses................................................... 765,000 2,352,000 1,906,000
------------- ------------- -------------
Total current assets........................................... 4,019,000 35,008,000 87,541,000
------------- ------------- -------------
Other assets:
Deferred charges................................................... 428,000 4,839,000 4,448,000
Deposits and other................................................. 2,520,000 4,229,000 7,125,000
------------- ------------- -------------
Total other assets............................................. 2,948,000 9,068,000 11,573,000
------------- ------------- -------------
Property and equipment, at cost...................................... 44,842,000 125,906,000 155,260,000
Less accumulated depreciation...................................... 6,270,000 9,905,000 15,107,000
------------- ------------- -------------
38,572,000 116,001,000 140,153,000
------------- ------------- -------------
Intangible assets.................................................... -- 13,471,000 13,475,000
Less accumulated amortization...................................... -- 230,000 628,000
------------- ------------- -------------
-- 13,241,000 12,847,000
------------- ------------- -------------
Total assets................................................... $ 45,539,000 $ 173,318,000 $252,114,000
------------- ------------- -------------
------------- ------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.............................. $ 1,281,000 $ 6,361,000 $ 6,378,000
Accrued interest payable........................................... 102,000 4,158,000 1,386,000
Current portion of long-term debt--unrelated parties............... 1,239,000 56,000 --
Current portion of long-term debt--related parties................. 200,000 -- --
Current portion of capitalized lease obligations................... 453,000 1,009,000 1,054,000
------------- ------------- -------------
Total current liabilities...................................... 3,275,000 11,584,000 8,818,000
------------- ------------- -------------
Long-term debt and capitalized lease obligations:
Capitalized lease obligations...................................... 1,420,000 3,213,000 2,350,000
Long-term debt--unrelated parties:
Senior subordinated notes........................................ 1,240,000 -- --
Senior notes..................................................... 11,901,000 90,000,000 90,000,000
Long-term debt--related parties:
Senior subordinated notes........................................ 5,760,000 -- --
Junior subordinated loan......................................... 1,895,000 -- --
------------- ------------- -------------
Total long-term debt and capitalized lease obligations......... 22,216,000 93,213,000 92,350,000
Other long-term liabilities.......................................... -- 3,465,000 3,234,000
Deferred income taxes................................................ 1,914,000 19,145,000 26,138,000
------------- ------------- -------------
Total liabilities.............................................. 27,405,000 127,407,000 130,540,000
------------- ------------- -------------
Stockholders' equity:
Preferred stock, 500,000 shares authorized at December 31, 1994 and
1995 and September 30, 1996, respectively; no shares issued and
outstanding at December 31, 1994, and September 30, 1996; 200,000
shares Series A, 7% cumulative convertible, $1 par value ($100
redemption value) issued and outstanding at December 31, 1995.... -- 200,000 --
Common stock, $.05 par value, 30,000,000 shares authorized at
December 31, 1994 and 1995 and September 30, 1996, respectively;
3,398,467, 4,883,900 and 11,383,578 shares issued and 3,372,121,
4,857,554 and 11,357,232 shares outstanding as of December 31,
1994 and 1995 and September 30, 1996, respectively............... 170,000 244,000 569,000
Capital in excess of par value..................................... 50,573,000 79,261,000 144,287,000
Accumulated deficit................................................ (31,920,000) (33,105,000) (22,593,000)
------------- ------------- -------------
18,823,000 46,600,000 122,263,000
Less 26,346 common shares of treasury stock, at cost............... 689,000 689,000 689,000
------------- ------------- -------------
Total stockholders' equity..................................... 18,134,000 45,911,000 121,574,000
------------- ------------- -------------
Total liabilities and stockholders' equity..................... $ 45,539,000 $ 173,318,000 $252,114,000
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
PREMIER PARKS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------- ---------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)

<CAPTION>
<S> <C> <C> <C> <C> <C>
Revenue:
Theme park admissions...................... $ 12,874,000 $ 13,936,000 $ 21,863,000 $ 20,263,000 $ 38,970,000
Theme park food, merchandise, and other.... 8,986,000 10,963,000 19,633,000 18,508,000 50,822,000
------------ ------------ ------------ ------------- ------------
Total revenue............................ 21,860,000 24,899,000 41,496,000 38,771,000 89,792,000
------------ ------------ ------------ ------------- ------------
Operating costs and expenses:
Operating expenses......................... 10,401,000 12,358,000 19,775,000 15,640,000 32,897,000
Selling, general and administrative........ 4,768,000 5,448,000 9,272,000 6,833,000 15,363,000
Costs of products sold..................... 2,135,000 2,553,000 4,635,000 4,333,000 10,685,000
Depreciation and amortization.............. 1,537,000 1,997,000 3,866,000 2,258,000 5,599,000
------------ ------------ ------------ ------------- ------------
Total operating costs and expenses....... 18,841,000 22,356,000 37,548,000 29,064,000 64,544,000
------------ ------------ ------------ ------------- ------------
Income from operations................... 3,019,000 2,543,000 3,948,000 9,707,000 25,248,000
Other expense:
Interest expense, net...................... (1,438,000) (2,299,000) (5,578,000) (3,101,000) (7,657,000)
Other expense.............................. (136,000) (74,000) (177,000) (87,000) (59,000)
------------ ------------ ------------ ------------- ------------
Total other expense...................... (1,574,000) (2,373,000) (5,755,000) (3,188,000) (7,716,000)
------------ ------------ ------------ ------------- ------------
Income (loss) before income taxes........ 1,445,000 170,000 (1,807,000) 6,519,000 17,532,000
Income tax expense (benefit)................. 91,000 68,000 (762,000) 2,563,000 7,020,000
------------ ------------ ------------ ------------- ------------
Income (loss) before extraordinary
loss................................... 1,354,000 102,000 (1,045,000) 3,956,000 10,512,000
Extraordinary loss on extinguishment of debt,
net of income tax benefit of $90,000....... -- -- (140,000) (140,000) --
------------ ------------ ------------ ------------- ------------
Net income (loss)........................ $ 1,354,000 $ 102,000 $ (1,185,000) $ 3,816,000 $ 10,512,000
------------ ------------ ------------ ------------- ------------
------------ ------------ ------------ ------------- ------------
Net income (loss) applicable to common
stock.................................. $ 1,354,000 $ 102,000 $ (1,714,000) $ 3,640,000 $ 9,909,000
------------ ------------ ------------ ------------- ------------
------------ ------------ ------------ ------------- ------------
Weighted average number of common shares
outstanding--primary....................... 2,655,000 2,810,000 3,938,000 3,622,000 7,979,000
------------ ------------ ------------ ------------- ------------
------------ ------------ ------------ ------------- ------------
Income (loss) per common
share--primary:
Income (loss) before extraordinary loss.... $ .51 $ .04 $ (.40) $ 1.04 $ 1.24
Extraordinary loss......................... -- -- (.04) (.04) --
------------ ------------ ------------ ------------- ------------
Net income (loss)........................ $ .51 $ .04 $ (.44) $ 1.00 $ 1.24
------------ ------------ ------------ ------------- ------------
------------ ------------ ------------ ------------- ------------
Weighted average number of common shares
outstanding--fully diluted................. 2,655,000 2,810,000 3,938,000 5,006,000 9,439,000
------------ ------------ ------------ ------------- ------------
------------ ------------ ------------ ------------- ------------
Income (loss) per common
share--fully diluted:
Income (loss) before extraordinary loss.... $ .51 $ .04 $ (.40) $ .84 $ 1.11
Extraordinary loss......................... -- -- (.04) (.03) --
------------ ------------ ------------ ------------- ------------
Net income (loss)........................ $ .51 $ .04 $ (44) $ .81 $ 1.11
------------ ------------ ------------ ------------- ------------
------------ ------------ ------------ ------------- ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
PREMIER PARKS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
SERIES A, 7%
CUMULATIVE
CONVERTIBLE
PREFERRED STOCK COMMON STOCK
-------------------- -------------------- CAPITAL IN
SHARES SHARES EXCESS OF ACCUMULATED TREASURY
ISSUED AMOUNT ISSUED AMOUNT PAR VALUE DEFICIT STOCK TOTAL
--------- --------- --------- --------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1992....... -- $ -- 2,681,565 $ 134,000 $45,769,000 ($33,376,000) $(689,000) $11,838,000
Net income.......................... -- -- -- -- -- 1,354,000 -- 1,354,000
--------- --------- --------- --------- ----------- ------------ --------- -----------
Balances at December 31, 1993....... -- -- 2,681,565 134,000 45,769,000 (32,022,000) (689,000) 13,192,000
Issuance of common stock:
Cash proceeds--net................ -- -- 619,815 31,000 4,154,000 -- -- 4,185,000
Exchange of debt for equity....... -- -- 97,087 5,000 650,000 -- -- 655,000
Net income.......................... -- -- -- -- -- 102,000 -- 102,000
--------- --------- --------- --------- ----------- ------------ --------- -----------
Balances at December 31, 1994....... -- -- 3,398,467 170,000 50,573,000 (31,920,000) (689,000) 18,134,000
Issuance of preferred stock......... 200,000 200,000 -- -- 19,800,000 -- -- 20,000,000
Conversion of debt to equity........ -- -- 1,485,433 74,000 8,888,000 -- -- 8,962,000
Net loss............................ -- -- -- -- -- (1,185,000) -- (1,185,000)
--------- --------- --------- --------- ----------- ------------ --------- -----------
Balances at December 31, 1995....... 200,000 200,000 4,883,900 244,000 79,261,000 (33,105,000) (689,000) 45,911,000
Conversion of preferred stock....... (200,000) (200,000) 2,560,928 128,000 72,000 -- -- --
Issuance of common stock............ -- -- 3,938,750 197,000 64,954,000 -- -- 65,151,000
Net income.......................... -- -- -- -- -- 10,512,000 -- 10,512,000
--------- --------- --------- --------- ----------- ------------ --------- -----------
Balances at September 30, 1996
(Unaudited)....................... -- -- 11,383,578 $ 569,000 $144,287,000 ($22,593,000) $(689,000) $121,574,000
--------- --------- --------- --------- ----------- ------------ --------- -----------
--------- --------- --------- --------- ----------- ------------ --------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------- ------------------------
1993 1994 1995 1995 1996
------------ ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)

<CAPTION>
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................... $ 1,354,000 $ 102,000 $ (1,185,000) $ 3,816,000 $10,512,000
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization..................... 1,537,000 1,997,000 3,866,000 2,258,000 5,599,000
Extraordinary loss on early extinguishment of
debt............................................ -- -- 230,000 230,000 --
Amortization of discount on debt and debt issuance
costs........................................... 290,000 94,000 317,000 136,000 523,000
Gain on sale of assets............................ (3,000) (9,000) -- -- --
Decrease in escrow cash accounts.................. 506,000 -- -- -- --
(Increase) decrease in accounts receivable........ (210,000) (496,000) 5,794,000 1,717,000 (7,444,000)
Deferred income taxes (benefit)................... 91,000 24,000 (808,000) 2,471,000 6,993,000
(Increase) decrease in inventories and prepaid
expenses........................................ (339,000) (422,000) (455,000) 861,000 (110,000)
(Increase) decrease in deposits and other assets.. 19,000 (808,000) 1,197,000 1,241,000 (2,858,000)
Increase (decrease) in accounts payable and
accrued expenses................................ (532,000) 511,000 (2,366,000) (250,000) (221,000)
Increase (decrease) in accrued interest payable... (14,000) 67,000 4,056,000 1,314,000 (2,772,000)
------------ ----------- ------------ ----------- -----------
Total adjustments............................. 1,345,000 958,000 11,831,000 9,978,000 (290,000)
------------ ----------- ------------ ----------- -----------
Net cash provided by operating activities........... 2,699,000 1,060,000 10,646,000 13,794,000 10,222,000
------------ ----------- ------------ ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of equipment................. 90,000 14,000 -- -- --
Other investments................................... (114,000) (83,000) (63,000) (49,000) (38,000)
Additions to property and equipment................. (7,674,000) (10,108,000) (10,732,000) (6,501,000) (29,290,000)
Acquisition of Funtime Parks, Inc., net of cash
acquired.......................................... -- -- (63,344,000) (58,617,000) --
------------ ----------- ------------ ----------- -----------
Net cash used in investing activities............... (7,698,000) (10,177,000) (74,139,000) (65,167,000) (29,328,000)
------------ ----------- ------------ ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt................................... (8,252,000) (5,079,000) (17,487,000) (17,060,000) (938,000)
Proceeds from borrowings............................ 10,758,000 8,451,000 93,500,000 93,176,000 --
Net cash proceeds from issuance of preferred stock.. -- -- 20,000,000 20,000,000 --
Net cash proceeds from issuance of common stock..... -- 4,185,000 -- -- 65,151,000
Payments of debt issuance costs..................... (400,000) (100,000) (5,099,000) (4,531,000) (128,000)
------------ ----------- ------------ ----------- -----------
Net cash provided by financing activities........... 2,106,000 7,457,000 90,914,000 91,585,000 64,085,000
------------ ----------- ------------ ----------- -----------
(Decrease) increase in cash and cash equivalents.... (2,893,000) (1,660,000) 27,421,000 40,212,000 44,979,000
Cash and cash equivalents at beginning of period.... 5,919,000 3,026,000 1,366,000 1,366,000 28,787,000
------------ ----------- ------------ ----------- -----------
Cash and cash equivalents at end of period.......... $ 3,026,000 $ 1,366,000 $ 28,787,000 $41,578,000 $73,766,000
------------ ----------- ------------ ----------- -----------
------------ ----------- ------------ ----------- -----------
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid for interest.............................. $ 1,433,000 $ 2,178,000 $ 2,018,000 $ 2,018,000 $11,405,000
------------ ----------- ------------ ----------- -----------
------------ ----------- ------------ ----------- -----------
Cash paid for income taxes (refund)................. $ -- $ 38,000 $ (22,000) $ (22,000) $ 27,000
------------ ----------- ------------ ----------- -----------
------------ ----------- ------------ ----------- -----------
</TABLE>

(CONTINUED)

F-6
<PAGE>
PREMIER PARKS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 (UNAUDITED)

Supplemental disclosure of noncash investing and financing activities:

Year Ended 1993

- The Company purchased certain rides and attractions through capital leases
with obligations totaling $2,745,000.

- In connection with a term loan obtained during the year, $5,824,000 was
used to retire existing notes with the same institution.

Year Ended 1994

- Common stock (97,087 shares) was exchanged for $655,000 of debt.

- The Company entered into two separate note agreements, aggregating
$570,000 for the purchase of property and equipment.

Year Ended 1995 and Nine Months Ended September 30, 1995

- Common stock (1,485,433 shares) was exchanged for $9,095,000 of debt, net
of $133,000 of costs.

- The Company purchased certain rides and attractions through capital leases
with obligations totaling $3,259,000.

Nine Months Ended September 30, 1996

- Preferred stock (200,000 shares) was converted into Common Stock
(2,560,928 shares).

See accompanying notes to consolidated financial statements.

F-7
<PAGE>
PREMIER PARKS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
(INFORMATION AS OF SEPTEMBER 30, 1996 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

(1) SUMMARY OF SIGNIFICANT POLICIES

DESCRIPTION OF BUSINESS

Premier Parks Inc. (the Company) owns and operates regional themed amusement
and water parks. The Company and its subsidiaries currently own and operate six
parks: Frontier City, a western theme park located in Oklahoma City, Oklahoma;
White Water Bay, a tropical theme water park located in Oklahoma City, Oklahoma;
Adventure World, a combination theme and water park located in Largo, Maryland;
Geauga Lake, a combination theme and water park located near Cleveland, Ohio;
Darien Lake & Camping Resort, a combination theme and water park with an
adjacent camping resort and performing arts center, located between Buffalo and
Rochester, New York; and Wyandot Lake, a water park which also includes "dry
rides" located in Columbus, Ohio.

BASIS OF PRESENTATION

The Company's accounting policies reflect industry practices and conform to
generally accepted accounting principles.

The consolidated financial statements include the accounts of the Company,
its wholly owned subsidiaries, and the limited partnership (Frontier City
Partners Limited Partnership) in which the Company beneficially owns 100% of the
partnership interests. Intercompany transactions and accounts have been
eliminated in consolidation.

In the opinion of management, the accompanying unaudited consolidated
financial statements as of September 30, 1996 and for the nine months ended
September 30, 1995 and 1996, reflect all adjustments (all of which were normal
and recurring) which, in the opinion of management, are necessary for a fair
presentation of the financial position and results of operations for the interim
periods presented. The results of operations for the nine month period ended
September 30, 1996 are not indicative of the results to be expected for the full
year. The Company's business is highly seasonal. The great majority of the
Company's revenue is collected in the second and third quarters while operating
expenses are incurred throughout the year. Accordingly, the Company historically
incurs a net loss for the fourth calendar quarter.

CASH EQUIVALENTS

Cash equivalents of $26,728,000 and $70,367,000 at December 31, 1995 and
September 30, 1996, respectively, consist of short-term highly liquid
investments with an original maturity of three months or less, which are readily
convertible into cash. For purposes of the consolidated statements of cash
flows, the Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost (first in, first out) or market
and consist of products for resale including merchandise and food and
miscellaneous supplies including repair parts for rides.

F-8
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
ADVERTISING COSTS

Production costs of commercials and programming are charged to operations in
the year first aired. The costs of other advertising, promotion, and marketing
programs are charged to operations in the year incurred. The amounts capitalized
at year-end are included in prepaid expenses.

DEFERRED CHARGES

The Company capitalizes all costs related to the issuance of debt with such
costs included in deferred charges in the consolidated balance sheets. The
capitalized debt costs at December 31, 1995 and September 30, 1996 relate to the
senior notes and senior credit facility and the amortization of such costs are
recognized as interest expense under a method approximating the interest method
over the life of the respective debt issue.

DEPRECIATION AND AMORTIZATION

Buildings and improvements are depreciated over their estimated useful lives
of approximately 30 years by use of the straight-line method. Furniture and
equipment are depreciated using the straight-line method over 5-10 years. Rides
and attractions are depreciated using the straight-line method over 5-25 years.
Amortization of property associated with capitalized lease obligations is
included in depreciation expense in the consolidated financial statements.

Maintenance and repairs are charged directly to expense as incurred, while
betterments and renewals are generally capitalized in the property accounts.
When an item is retired or otherwise disposed of, the cost and applicable
accumulated depreciation are removed and the resulting gain or loss is
recognized.

INTANGIBLE ASSETS

Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over the expected
period to be benefited, generally 25 years.

INTEREST EXPENSE RECOGNITION

Interest on notes payable is generally recognized as expense on the basis of
stated interest rates. Notes payable and capitalized lease obligations that do
not have a stated interest rate or that have interest rates considered to be
lower than prevailing market rates (when the obligations were incurred) are
carried at amounts discounted to impute a market rate of interest cost. Total
interest expense incurred was $1,481,000, $2,341,000, $6,074,000, $3,317,000 and
$9,156,000 in 1993, 1994, 1995 and for the nine months ended September 30, 1995
and 1996, respectively. Interest expense in the accompanying consolidated
statements of operations is shown net of interest income.

LONG-LIVED ASSETS

The Company assesses the recoverability of its property and equipment and
intangible assets by determining whether the depreciation of the property and
equipment balance and the amortization of the goodwill balance over its
remaining life can be recovered through undiscounted future operating cash flows
generated from the operations of the long-lived assets. The amount of
impairment, if any, is measured based on projected discounted future operating
cash flows using an appropriate interest rate. The

F-9
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
assessment of the recoverability of long-lived assets will be impacted if
estimated future operating cash flows are not achieved.

INCOME TAXES

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

INCOME (LOSS) PER SHARE

Income (loss) per share is computed based on income (loss) applicable to
common stock divided by the weighted average number of common shares outstanding
during the period. For the year ended December 31, 1995, no warrants, options,
or potential shares from convertible securities were considered as the effect
would be antidilutive. For the years ended December 31, 1993 and 1994, and the
nine months ended September 30, 1995 warrants and options outstanding have been
excluded from the per share calculations as no active trading market existed for
the Company's common stock during those periods. For the nine months ended
September 30, 1996, the effect of warrants and options were included in the
primary share calculation.

The Company's former senior subordinated notes were converted into common
shares in 1995. For 1993 and 1994, the senior subordinated notes were considered
to be potentially dilutive securities. The weighted average number of common
shares attributable to the conversion feature of the notes was 475,600,
1,120,000 and 700,000 for the years ended December 31, 1993 and 1994 and the
nine months ended September 30, 1995, respectively. The former senior
subordinated notes bore interest and if the notes had been converted, the
interest expense on the notes in 1993 or 1994 would not have been incurred.
After consideration of the increase in income that would have occurred from the
reduction in interest expense, the effect of the convertible notes on income per
share was antidilutive.

The Company issued convertible preferred stock in 1995 which was a
potentially dilutive security. The 2,424,000 common shares that would result
from conversion of the preferred stock (without consideration of accumulated
dividends) were not considered in the 1995 calculation of loss per share, as the
effect would be antidilutive. Accumulated, but unpaid, preferred stock dividends
of $529,000, $176,000, and $603,000 were considered in determining net income
(loss) applicable to common stock in 1995, the nine months ended September 30,
1995 and the nine months ended September 30, 1996, respectively.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

F-10
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
RECLASSIFICATIONS

Reclassifications have been made to certain amounts reported in 1993 and
1994 to conform with the 1995 presentation.

(2) FAIR VALUE OF FINANCIAL INSTRUMENTS

The recorded amounts for cash and cash equivalents, accounts receivable,
deposits, accounts payable and accrued expenses, and accrued interest payable
approximate fair value because of the short maturity of these financial
instruments. The fair value estimates, methods, and assumptions relating to the
Company's other financial instruments are discussed in note 5.

(3) ACQUISITION OF THEME PARKS

Pursuant to a merger agreement, the Company acquired Funtime Parks, Inc.
(Funtime), a company owning three regional theme parks, for an initial purchase
price of approximately $60,000,000 in cash with an additional amount of
approximately $5,400,000 paid to the former shareholders as a post closing
adjustment related to the operating cash flows of the former Funtime parks after
the acquisition. The acquisition was accounted for as a purchase. The allocation
of the purchase price was determined based upon estimates of fair value as
determined by independent appraisal. As of the acquisition date and after giving
effect to the purchase, $18,030,000 of deferred tax liabilities were recognized
for the tax consequences attributable to the differences between the financial
statement carrying amounts and the tax basis of Funtime's assets and
liabilities. Approximately $13,500,000 of cost in excess of the fair value of
the net assets acquired was recorded as goodwill. To fund the acquisition, on
August 15, 1995, the Company issued $90,000,000 aggregate principal amount of
12% senior notes due 2003 (the Notes) and $20,000,000 of convertible preferred
stock and converted approximately $9,100,000 of previously existing indebtedness
into Company common stock. Except in the case of a change of control (as defined
in the indenture relating to the Notes) and certain other circumstances, no
principal payment on the Notes is due prior to maturity (August 15, 2003). As
part of the acquisition, $2,500,000 of the purchase price was placed into escrow
as an indemnification fund. Except in limited circumstances, the indemnification
fund represents the sole source of funds for indemnification claims made by the
Company against the former shareholders of Funtime. The escrow is to be released
in February 1997. The indemnification fund is classified in the accompanying
consolidated financial statements as a deposit and as a noncurrent other
liability.

The accompanying 1995 consolidated statement of operations reflects the
results of Funtime from the date of acquisition (August 15, 1995).

F-11
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(3) ACQUISITION OF THEME PARKS (CONTINUED)
The following summarized pro forma results of operations for the years ended
December 31, 1994 and 1995, assumes that the acquisition and related
transactions occurred as of the beginning of 1994 (in thousands):
<TABLE>
<CAPTION>
1994 1995
---------- ----------
<S> <C> <C>
(UNAUDITED)

<CAPTION>
<S> <C> <C>
Revenue:
Theme park admissions................................................................... $ 34,275 $ 37,738
Theme park food, merchandise, and other................................................. 41,319 42,401
---------- ----------
Total revenue....................................................................... 75,594 80,139
---------- ----------
Operating costs and expenses:
Operating expenses...................................................................... 34,832 35,440
Selling, general and administrative..................................................... 12,380 14,089
Costs of products sold.................................................................. 9,188 9,489
Depreciation and amortization........................................................... 5,768 6,303
---------- ----------
Total operating costs and expenses.................................................. 62,168 65,321
---------- ----------
Income from operations.................................................................... 13,426 14,818
---------- ----------
Interest expense, net..................................................................... (11,559) (11,099)
Equity in loss of partnership............................................................. (83) (69)
Other income (expense).................................................................... (27) (108)
---------- ----------
Total other expense................................................................. (11,669) (11,276)
---------- ----------
Income before income taxes and extraordinary loss......................................... 1,757 3,542
Income tax expense........................................................................ 948 1,642
---------- ----------
Income before extraordinary loss.......................................................... $ 809 $ 1,900
---------- ----------
---------- ----------
Income (loss) before extraordinary loss applicable to common stock........................ $ (591) $ 500
---------- ----------
---------- ----------
Income (loss) before extraordinary loss per common share.................................. $ (.10) $ .10
---------- ----------
---------- ----------
</TABLE>

F-12
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) PROPERTY AND EQUIPMENT

Property and equipment, at cost, are classified as follows

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------- SEPTEMBER 30,
1994 1995 1996
------------- -------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
Theme parks:
Land........................................................... $ 5,964,000 $ 12,230,000 $ 12,535,000
Buildings and improvements..................................... 15,213,000 54,935,000 67,922,000
Rides and attractions.......................................... 20,179,000 51,653,000 66,144,000
Equipment...................................................... 3,486,000 7,088,000 8,659,000
------------- -------------- --------------
Total theme parks.......................................... 44,842,000 125,906,000 155,260,000
Less accumulated depreciation.................................. 6,270,000 9,905,000 15,107,000
------------- -------------- --------------
$ 38,572,000 $ 116,001,000 $ 140,153,000
------------- -------------- --------------
------------- -------------- --------------
</TABLE>

Included in property and equipment are costs and accumulated depreciation
associated with capital leases as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- SEPTEMBER 30,
1994 1995 1996
------------ ------------ -------------
<S> <C> <C> <C>
(UNAUDITED)
Costs.................................................................. $ 2,745,000 $ 6,005,000 $ 6,069,000
Accumulated depreciation............................................... (165,000) (334,000) (513,000)
------------ ------------ -------------
$ 2,580,000 $ 5,671,000 $ 5,556,000
------------ ------------ -------------
------------ ------------ -------------
</TABLE>

F-13
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(5) LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS

At December 31, 1994 and 1995 and September 30, 1996, debt consists of:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- SEPTEMBER 30,
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
(UNAUDITED)

<CAPTION>
<S> <C> <C> <C>
Capitalized lease obligations:
Capitalized lease obligations expiring 1997 through 2000,
requiring aggregate annual lease payments ranging from
approximately $1,172,000 to $360,000 including implicit interest
at rates ranging from 9.875% to 11% and secured by equipment
with a net book value of approximately $5,671,000 and $5,556,000
as of December 31, 1995 and September 30, 1996, respectively.... $ 1,873,000 $ 4,222,000 $ 3,404,000
Debt to unrelated parties:
Senior notes(a)................................................... -- 90,000,000 90,000,000
Senior subordinated convertible debt maturing in 2000, convertible
into common stock at a conversion price of $6.25, requiring
quarterly interest payments at 9.5% per annum(b)................ 1,240,000 -- --
Term note payable due December 1998, requiring monthly interest
payments at prime plus 1% (9.5% as of December 31, 1994) and
principal payments annually and borrowings under a revolving
line of credit(c)............................................... 12,451,000 -- --
Other debt........................................................ 689,000 56,000 --
------------- ------------- -------------
Total--debt to unrelated parties.................................. 14,380,000 90,056,000 90,000,000
------------- ------------- -------------
Debt to related parties:
Junior subordinated loan payable with interest at 8% per annum
plus accrued interest unpaid(d)................................. 2,095,000 -- --
Senior subordinated convertible debt maturing in 2000, convertible
into common stock at a conversion price of $6.25 requiring
quarterly interest payments at 9.5% per annum (b)............... 5,760,000 -- --
------------- ------------- -------------
Total--debt to related parties.................................... 7,855,000 -- --
------------- ------------- -------------
Total........................................................... $ 24,108,000 $ 94,278,000 $ 93,404,000
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

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

(a) The notes are senior unsecured obligations of the Company,with a
$90,000,000 aggregate principal amount, and mature on August 15, 2003. The
notes bear interest at 12% per annum payable semiannually on August 15 and
February 15 of each year, commencing February 15, 1996. The notes are
redeemable, at the Company's option, in whole or part, at any time on or
after August 15, 1999, at varying redemption prices. Additionally, at any
time and from time-to-time prior to August 15, 1998, the Company may redeem
in the aggregate up to 33 1/3% of the original aggregate principal amount of
notes with the proceeds of one or more public equity offerings at a
redemption price of 110% of the

F-14
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(5) LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS (CONTINUED)
principal amount. These notes are guaranteed by all of the Company's
principal operating subsidiaries.

The indenture under which the notes were issued places limitations on
operations and sales of assets by the Company or its subsidiaries, requires
maintenance of certain financial ratios, and limits the Company's ability to
pay cash dividends or make other distributions to the holders of its capital
stock or to redeem such stock.

The indenture permits the Company, subject to certain limitations, to incur
additional indebtedness, including secured senior indebtedness under its
$20,000,000 senior credit facility described below.

The Company is a holding company with no operations or assets other than its
investment in its wholly-owned direct and indirect subsidiaries and an
investment in a real estate partnership. All of the Company's subsidiaries,
except for one indirect wholly owned subsidiary, Funtime-Famous Recipe,
Inc., are full, unconditional, and joint and several guarantors of the
notes. The assets and operations of Funtime-Famous Recipe, Inc. are
inconsequential to the Company and its consolidated financial position and
results of operations. Condensed financial statement information for the
guarantors is not included herein, as the Company does not believe such
information would be material to the understanding of the Company and its
direct and indirect subsidiaries.

(b) During 1993, the Company consummated a private placement of $7,000,000 of
its 9.5% senior subordinated convertible notes due March 2000. The notes
were funded on July 29, 1993. The notes were convertible into shares of
common stock at the conversion price of $6.25 per share subject to certain
antidilution adjustments. These notes were converted into 1,175,063 common
shares during 1995.

(c) On December 7, 1993, the Company entered into a loan agreement with a
financial institution which provided for a $13,583,000 term loan facility
due December 31, 1997, and a $3,500,000 revolving line of credit that was
due December 31, 1995. The term loan facility was fully funded in 1994. The
revolving line had a zero balance at December 31, 1994. All amounts
outstanding including amounts advanced under the line of credit were repaid
during 1995 in connection with the issuance of the senior notes.
Additionally, the line of credit was cancelled.

(d) On October 30, 1992, in connection with a private placement, the Company
consolidated the outstanding Windcrest Partners loans in the principal
amount of $2,095,000 into a junior subordinated term loan. Under the terms
of this loan agreement, interest was payable monthly at the rate of 8% per
annum until maturity on December 31, 1999. The junior term loan was
exchanged for common stock (310,370 shares) during 1995.

F-15
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(5) LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS (CONTINUED)
Annual maturities of long-term debt and capitalized lease obligations during
the five years subsequent to December 31, 1995, are as follows:

<TABLE>
<CAPTION>
1996........................................................................... $1,065,000
<S> <C>
1997........................................................................... 1,473,000
1998........................................................................... 713,000
1999........................................................................... 360,000
2000 and thereafter............................................................ 90,667,000
----------
$94,278,000
----------
----------
</TABLE>

The Company's $20,000,000 senior credit facility is secured by substantially
all of the Company's assets (other than real estate), including the capital
stock of its subsidiaries. The facility matures in August 1998. At December 31,
1995 and September 30, 1996, no advances were outstanding under the senior
credit facility. Advances under the senior credit facility will bear interest at
a variable rate.

The senior credit facility contains restrictive covenants that, among other
things, limit the ability of the Company and its subsidiaries to dispose of
assets; incur additional indebtedness or liens; pay cash dividends; repurchase
stock; make investments; engage in mergers or consolidations; engage in certain
transactions with subsidiaries and affiliates; and redeem or purchase the senior
notes. In addition, the senior credit facility requires that the Company comply
with certain specified financial ratios and tests, including cash interest
expense coverage, a minimum net worth requirement and a maximum capital
expenditure requirement. See note 14.

The fair value of the Company's long-term debt is estimated by using quoted
bond prices or discounted cash flow analyses based on current borrowing rates
for debt with similar maturities. Under the above assumptions the estimated fair
value of long-term debt and capitalized lease obligations at both December 31,
1995 and September 30, 1996 is approximately $103,000,000.

F-16
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6) INCOME TAXES

The Company recognized an income tax benefit of $852,000 in 1995. The
benefit of $762,000 was allocated to loss before income taxes and $90,000 to the
extraordinary loss.

Income tax expense (benefit) allocated to operations for 1993, 1994 and 1995
consists of the following:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
---------- ----------- -----------
<S> <C> <C> <C>
1993:
U.S. Federal.......................................... $ -- $ 75,000 $ 75,000
State and local....................................... -- 16,000 16,000
---------- ----------- -----------
$ -- $ 91,000 $ 91,000
---------- ----------- -----------
---------- ----------- -----------
1994:
U.S. Federal.......................................... $ 44,000 $ 15,000 $ 59,000
State and local....................................... -- 9,000 9,000
---------- ----------- -----------
$ 44,000 $ 24,000 $ 68,000
---------- ----------- -----------
---------- ----------- -----------
1995:
U.S. Federal.......................................... $ (44,000) $ (508,000) $ (552,000)
State and local....................................... -- (210,000) (210,000)
---------- ----------- -----------
$ (44,000) $ (718,000) $ (762,000)
---------- ----------- -----------
---------- ----------- -----------
</TABLE>

Recorded income tax expense (benefit) allocated to operations differed from
amounts computed by applying the U.S. federal income tax rate of 34% to pretax
income (loss) approximately as follows:

<TABLE>
<CAPTION>
1993 1994 1995
----------- --------- -----------
<S> <C> <C> <C>
Computed "expected" federal income tax expense (benefit)..................... $ 491,000 $ 58,000 $ (614,000)
Amortization of goodwill..................................................... -- -- 78,000
Other, net................................................................... (6,000) 1,000 (16,000)
Effect of state and local income taxes....................................... 16,000 9,000 (210,000)
Change in the beginning-of-the-year balance of the valuation allowance for
deferred tax assets........................................................ (410,000) -- --
----------- --------- -----------
$ 91,000 $ 68,000 $ (762,000)
----------- --------- -----------
----------- --------- -----------
</TABLE>

Income tax expense for the nine months ended September 30, 1995 and 1996 was
approximately 39% and 40%, respectively, of the periods' income before income
taxes.

Substantially all of the Company's future taxable temporary differences
(deferred tax liabilities) relate to the different financial accounting and tax
depreciation methods and periods for property and equipment. The Company's net
operating loss carryforwards and alternative minimum tax carryforwards

F-17
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6) INCOME TAXES (CONTINUED)
represent future income tax deductions (deferred tax assets). The tax effects of
these temporary differences as of December 31, 1994 and 1995, are presented
below:

<TABLE>
<CAPTION>
1994 1995
------------ -------------
<S> <C> <C>
Deferred tax assets before valuation allowance....................................... $ 3,161,000 $ 7,860,000
Less valuation allowance............................................................. -- --
------------ -------------
Net deferred tax assets.............................................................. 3,161,000 7,860,000
Deferred tax liabilities............................................................. 5,075,000 27,005,000
------------ -------------
Net deferred tax liability........................................................... $ 1,914,000 $ 19,145,000
------------ -------------
------------ -------------
</TABLE>

The Company's deferred tax liability results from the financial carrying
value for assets acquired in the Funtime acquisition, which was based upon the
fair value at the acquisition date being substantially in excess of Funtime's
tax basis in the assets and from the Company's remaining depreciable assets
being depreciated primarily over a 7-year period for tax reporting purposes and
a longer 20- to 25-year period for financial purposes. The faster tax
depreciation has resulted in tax losses which can be carried forward to offset
future taxable income. Because the Company's assets' financial carrying value
and tax basis difference will primarily reverse before the expiration of the net
operating loss carryforwards and taking into account the Company's projections
of future taxable income over the same period, management believes that it will
more likely than not realize the benefits of these net future deductions.

The Company experienced an ownership change within the meaning of the
Internal Revenue Code Section 382 and the regulations thereunder on October 30,
1992, as a result of the issuance of 2,200,000 shares of common stock. As a
result of the ownership change, net operating loss carryforwards generated
before the ownership change can be deducted in subsequent periods only in
certain limited situations. Accordingly, it is probable that the Company will
not be able to use net operating loss carryforwards generated prior to October
30, 1992. None of the pre-October 30, 1992, net operating loss carryforwards
were considered in computing the Company's available net operating loss
carryforwards and deferred tax liability. Net operating loss carryforwards
generated after October 30, 1992, can be utilized without restriction unless
another ownership change in excess of 50% during any three-year period occurs.

As of December 31, 1995, the Company has approximately $13,681,000 of
unrestricted net operating loss and $4,077,000 of alternative minimum tax
carryforwards available for federal income tax purposes which expire in 2008
through 2010. Additionally, the Company has $1,864,000 of alternative minimum
tax credits which have no expiration date.

(7) PREFERRED STOCK

The Company has authorized 500,000 shares of preferred stock, $1 par value.
During 1995, the Company issued 200,000 shares of Series A 7% cumulative
convertible preferred stock at $100 per share.

All shares of Series A preferred stock rank senior and prior in right to all
of the Company's now or hereafter issued common stock with respect to dividend
payments and distribution of assets upon liquidation or dissolution of the
Company.

Holders of Series A preferred stock are entitled to receive cumulative
dividends at an annual rate of $7 per share. At the Company's election,
dividends are payable in cash and/or in additional Series A

F-18
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7) PREFERRED STOCK (CONTINUED)
preferred stock. The terms of the Company's senior notes and senior credit
facility limit the Company's ability to pay cash dividends.

At the option of the holder, the Series A preferred stock may be converted
into fully-paid and nonassessable shares of common stock. The number of shares
of common stock deliverable upon conversion of one share of Series A preferred
stock will be determined by dividing $100 by the then applicable conversion
rate. The initial conversion rate was $8.25 and will be adjusted from time to
time in accordance with the provisions of the Series A preferred stock. The
Company has agreed to provide the preferred stockholders certain registration
rights relative to the common stock issued upon conversion of the preferred
stock.

The Company may redeem the Series A preferred stock at any time in whole or
from time to time in part at a redemption price of $100 per share provided that
either certain common stock market price levels are met or that the Company will
have consummated an underwritten public offering of common stock with gross
proceeds of at least $15,000,000. (See note 14).

(8) CAPITAL STOCK

In October 1994, the Company issued 619,815 common shares in a private
placement with existing stockholders for cash. In connection with this
placement, Windcrest Partners also exchanged $655,000 of then existing debt for
97,087 shares of common stock. The Company has agreed to provide the
stockholders certain registration rights in the future.

In August 1995, the Company issued 1,175,063 common shares in full exchange
for the Company's $7,000,000 senior subordinated convertible notes and 310,370
common shares in full exchange for the Company's $2,095,000 junior subordinated
term loan. The Company has agreed to provide the stockholders certain
registration rights in the future.

(9) STOCK OPTIONS AND WARRANTS

In 1993, 1994, 1995, and 1996 certain members of the Company's management
were issued seven-year options to purchase 145,200, 36,000, 248,000, and 337,500
shares of common stock, at an exercise price of $5.00, $7.50, $8.25, and $22.00
per share, respectively, under the Company's 1993, 1995 and 1996 Stock Option
and Incentive Plans. The options granted in 1995 were subject to the approval of
the Company's shareholders at the 1996 annual meeting. The 1996 Plan and options
(247,000) granted pursuant to the 1996 Plan are subject to the approval of
shareholders. These options may be exercised on a cumulative basis with 20% of
the total exercisable on date of issuance and with an additional 20% being
available for exercise on each of the succeeding anniversary dates. Any
unexercised portion of the options will automatically and without notice
terminate upon the seventh anniversary of the issuance date or upon termination
of employment. At December 31, 1995 and September 30, 1996, 101,520 and 304,460
options, respectively, were exercisable.

In October 1989, the Company's current chairman was issued a ten-year
warrant to purchase 26,346 shares of common stock (currently being held as
treasury stock) at an exercise price of $1.00 per share and a ten-year warrant
to purchase 18,693 shares of common stock at an exercise price of $1.00 per
share.

F-19
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(10) CASUALTY LOSS

On July 27, 1994, high winds damaged the Company's Adventure World location.
The loss was covered by insurance and the total insurance benefits recognized
during 1994 were $748,000, including approximately $348,000 accrued as a
receivable, which was collected subsequent to December 31, 1994. The Company
spent approximately $393,000 in 1994 to replace and repair capital assets which
had been destroyed or damaged. Insurance proceeds in excess of the net book
value of destroyed assets and the repair costs of damaged assets were
approximately $417,000 and are reflected in the 1994 consolidated statement of
operations in theme parks revenue.

(11) COMMITMENTS AND CONTINGENCIES

The Company leases office space under a lease agreement which expires April
30, 2001. The lease requires minimum monthly payments over its term and also
escalation charges for proportionate share of expenses as defined in the lease.
The Company may also terminate the lease during 1996 and pay a termination
penalty. Windcrest Partners, an affiliate of the Company, shares office space
with the Company and has agreed to pay 50% of the rental payments. Rent expense
recognized by the Company (after deduction of amounts paid by Windcrest
Partners) for the years ended December 1993, 1994 and 1995 and for the nine
months ended September 30, 1995 and 1996, aggregated $70,000, $68,000, $68,000,
$51,000 and $46,000, respectively. Future minimum lease payments (exclusive of
amounts to be reimbursed by Windcrest Partners) on operating leases for the
Company's office space and equipment (with initial or remaining lease terms in
excess of one year), are as follows:

<TABLE>
<CAPTION>
<S> <C>
1996.............................................................................. $ 416,000
1997.............................................................................. 336,000
1998.............................................................................. 220,000
1999.............................................................................. 70,000
2000.............................................................................. 70,000
Later years....................................................................... 70,000
</TABLE>

The Company is not a party to, nor is its property subject to, any pending
material legal proceedings.

(12) CERTAIN TRANSACTIONS

In connection with the acquisition of Funtime and the issuance of the
$90,000,000 senior notes, the Company paid investment banking and financial
advisory fees in the amount of $800,000 and $475,000 to Lepercq, de Neuflize &
Co. Incorporated (Lepercq) and Hanseatic Corporation (Hanseatic), respectively.
Two directors of the Company are managing director and treasurer, respectively,
of Lepercq and Hanseatic.

(13) REVERSE STOCK SPLIT

On April 4, 1996, a majority of the Company's common and preferred
shareholders and the Company's board of directors approved a one-for-five
reverse stock split effective May 6, 1996. The par value of the common stock was
increased to $.05 per share from $.01 per share. Additionally, the authorized
common shares of the Company were reduced to 30,000,000. The accompanying
consolidated financial statements and notes to the consolidated financial
statements reflect the reverse stock split as if it had occurred as of the
earliest date presented.

F-20
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(14) SUBSEQUENT EVENTS (UNAUDITED)

On June 3, 1996 and June 5, 1996 the Company issued 3,425,000 and 513,750,
respectively, of its common shares resulting in net proceeds to the Company of
$65,151,000. Additionally, on June 3, 1996 the Company exchanged 2,560,928
shares of its Common Stock for all 200,000 shares of its previously outstanding
preferred stock.

The Company has acquired the assets of Elitch Gardens, located in Denver,
Colorado, for a purchase price of $62,500,000 and the assets of Waterworld/USA
locations in Sacramento and Concord, California for a purchase price of
$17,250,000, and has reached agreement to purchase the assets of The Great
Escape, located near Lake George, New York for a purchase price of $33,000,000.

In connection with the acquisitions, in October 1996 the Company entered
into a senior secured credit facility (the "New Credit Facility") with a
syndicate of banks. The New Credit Facility has an aggregate availability of
$115.0 million of which (i) up to $30 million under the revolving credit
facility (the "Revolving Credit Facility") may be used for working capital and
general corporate purposes; (ii) up to $25.0 million ("Facility A") may be used
to finance capital expenditures prior to April 30, 1998; and (iii) up to $60.0
million ("Facility B") may be used to finance certain acquisitions by the
Company (including the acquisitions described in the preceding paragraph),
including an amount of up to $2.0 million which may be used to finance
improvements at the parks acquired, provided that at least 50% of the
consideration for any such acquisition or improvements under Facility A or
Facility B (collectively, the "Term Loan Facility") must be funded by the
Company. Interest rates per annum under the New Credit Facility are equal to a
base rate equal to the higher of the Federal Funds Rate plus 1/2% or the prime
rate of Citibank N.A., in each case plus the Applicable Margin (as defined
thereunder) or the London Interbank Offered Rate plus the Applicable Margin. The
Revolving Credit Facility terminates October 31, 2002 (reducing to $15.0 million
on October 31, 2001) and borrowing under the Term Loan Facility mature October
31, 2001; however, aggregate principal payments of $7.5 million, $20.0 million
and $25.0 million are required under the Term Loan Facility during 1998, 1999
and 2000, respectively. Revolving credit borrowings under the New Credit
Facility will be secured by substantially all of the Company's assets (other
than real estate). Term Loan borrowings are secured by the assets acquired with
the proceeds thereof, together with guarantees, limited to approximately $17.5
million, by the Company's subsidiaries. The New Credit Facility contains
restrictive covenants that, among other things, limit the ability of the Company
and its subsidiaries to dispose of assets; incur additional indebtedness or
liens; pay dividends; repurchase stock; make investments; engage in mergers or
consolidations and engage in certain transactions with subsidiaries and
affiliates. In addition, the New Credit Facility requires that the Company
comply with certain specified financial ratios and tests.

F-21
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders
FUNTIME PARKS, INC.
Aurora, Ohio

We have audited the accompanying consolidated balance sheets of Funtime Parks,
Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, redeemable preferred stock and
stockholders' equity (deficit), and cash flows for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Funtime Parks,
Inc. and subsidiaries at December 31, 1994 and 1993, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the financial statements, in 1993 the Company changed
its method of accounting for income taxes.

ERNST & YOUNG LLP

January 25, 1995,
except for Note 13, as to which the date is
August 29, 1995
Akron, Ohio

F-22
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JULY 2,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
(UNAUDITED)

<CAPTION>
<S> <C> <C> <C>
ASSETS
Current assets:
Cash.................................................................... $ 185,800 $ 171,394 $ 107,016
Trade receivable........................................................ 8,881 6,714 2,454,980
Other receivables....................................................... 196,707 138,546 93,346
Refundable income taxes................................................. 240,000 -- --
Prizes and other supplies............................................... 1,876,825 1,720,528 2,849,395
Other current assets--Note 6............................................ 757,183 590,197 583,297
------------ ------------ ------------
Total current assets................................................ 3,265,396 2,627,379 6,088,034
Deferred charges, less accumulated amortization
(1993--$44,614; 1994--$313,494; July 2, 1995--$559,468)................. 777,929 519,049 276,340
Property and equipment
Land and land improvements.............................................. 18,092,049 19,986,705 19,986,706
Buildings and building improvements..................................... 15,950,066 16,899,094 16,899,094
Equipment............................................................... 39,888,326 43,000,651 43,000,650
Construction in progress................................................ 380,359 118,111 1,072,817
------------ ------------ ------------
74,310,800 80,004,561 80,959,267
Less accumulated depreciation........................................... 30,491,646 35,784,701 39,100,701
------------ ------------ ------------
43,819,154 44,219,860 41,858,566
------------ ------------ ------------
Total assets........................................................ $ 47,862,479 $ 47,366,288 $ 48,222,940
------------ ------------ ------------
------------ ------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Revolving line of credit................................................ $ 4,133,192 $ 5,500,351 $ 8,075,979
Accounts payable........................................................ 1,059,004 719,457 3,547,036
Accrued taxes, other than income taxes.................................. 608,029 639,493 920,033
Accrued payroll and related expenses.................................... 227,923 5,132 622,292
Income taxes payable.................................................... 392,048 92,342 43,641
Accrued interest........................................................ 390,711 1,539,017 1,820,486
Other accrued liabilities--Note 6....................................... 2,123,132 2,571,202 4,358,741
Current portion of long-term debt....................................... 3,100,000 20,782,304 20,157,705
------------ ------------ ------------
Total current liabilities................................................. 12,034,039 31,849,298 39,545,913
Non-current obligations:
Long-term debt, less current portion--Note 2............................ 31,796,627 10,528,131 10,643,283
Deferred income taxes--Note 4........................................... 7,356,000 7,205,000 4,483,055
Other long-term liabilities............................................. 556,240 1,483,293 1,487,518
------------ ------------ ------------
39,708,867 19,216,424 16,613,856
Stockholders' equity (deficit)
Common stock--without par value (stated value of $1,000 per share,
authorized 4,000 shares; issued 1,800 shares at December 31, 1993 and
3,013 shares at December 31, 1994 and July 2, 1995, respectively)..... 1,800,000 3,013,043 3,013,043
Retained earnings (deficit)............................................. (5,409,191) (6,278,262) (10,546,965)
------------ ------------ ------------
(3,609,191) (3,265,219) (7,502,614)
Less:
Cost of common stock in treasury........................................ 166,536 329,515 298,207
Value of warrant put option............................................. 104,700 104,700 104,700
------------ ------------ ------------
Total stockholders' equity (deficit)................................ (3,880,427) (3,699,434) (7,936,829)
------------ ------------ ------------
Total liabilities and stockholders' equity (deficit)................ $ 47,862,479 $ 47,366,288 $ 48,222,940
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

See accompanying notes.

F-23
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994, AND THE
SIX MONTHS ENDED JULY 2, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
JULY 2,
1992 1993 1994 1995
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
<S> <C> <C> <C> <C>
Redeemable Preferred Stock:
Series A Senior Preferred Stock:
Balance, beginning of year..................... $ 7,000,000 $ 7,000,000 $ -- $ --
Redeem Preferred Stock in exchange for
subordinated debt............................ -- (7,000,000) -- --
------------- -------------- ------------- --------------
Balance, end of year........................... $ 7,000,000 $ -- $ -- $ --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Series B Senior Preferred Stock:
Balance, beginning of year..................... $ 2,354,940 $ 3,027,780 $ -- $ --
Issuance of 672.84 shares of Series B Senior
Preferred Stock for payment of stock
dividend..................................... 672,840 -- -- --
Issuance of 1,176.82 shares of Series B Senior
Preferred Stock for payment of stock
dividend..................................... -- 1,176,820 -- --
Redeem Preferred Stock in exchange for
subordinated debt............................ -- (4,204,600) -- --
------------- -------------- ------------- --------------
Balance, end of period......................... $ 3,027,780 $ -- $ -- $ --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Series A Junior Preferred Stock:
Balance, beginning of year..................... $ 2,500,000 $ 2,500,000 $ -- $ --
Redeem preferred stock in exchange for
long-term debt............................... -- (2,500,000) -- --
------------- -------------- ------------- --------------
Balance, end of year........................... $ 2,500,000 $ -- $ -- $ --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Series B Junior Preferred Stock:
Balance, beginning of year..................... $ 886,025 $ 1,139,175 $ -- $ --
Issuance of 253.15 shares of Series B Junior
Preferred Stock for payment of stock
dividend..................................... 253,150 -- -- --
Issuance of 442.768 shares Series B Junior
Preferred Stock for payment of stock
dividend..................................... -- 442,768 -- --
Redeem preferred stock in exchange for
long-term debt............................... -- (1,581,943) -- --
------------- -------------- ------------- --------------
Balance, end of year........................... $ 1,139,175 $ -- $ -- --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Total Redeemable Preferred Stock:
Balance, beginning of year..................... $ 12,740,965 $ 13,666,955 $ -- $ --
Issuance of Series B Senior Preferred Stock for
payment of stock dividend.................... 672,840 1,176,820 -- --
Issuance of Series B Junior Preferred Stock for
payment of stock dividend.................... 253,150 442,768 -- --
Redeem Preferred Stock in exchange for
subordinated debt............................ -- (11,204,600) -- --
Redeem Preferred Stock in exchange for long
term debt.................................... -- (4,081,943) -- --
------------- -------------- ------------- --------------
Balance, end of year........................... $ 13,666,955 $ -- $ -- $ --
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
</TABLE>

F-24
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994, AND THE
SIX MONTHS ENDED JULY 2, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
JULY 2,
1992 1993 1994 1995
------------- -------------- ------------- --------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Stockholder's Equity (Deficit)
Common stock--shares outstanding:
Balance, beginning of year..................... $ 1,800 $ 1,800 $ 1,800 $ 3,013
Exercise G Warrants............................ -- -- 1,213 --
------------- -------------- ------------- --------------
Balance, end of year........................... $ 1,800 $ 1,800 $ 3,013 $ 3,013
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Common stock--amount:
Balance, beginning of year..................... $ 1,800,000 $ 1,800,000 $ 1,800,000 $ 3,013,043
Exercise G Warrants............................ -- -- 1,213,043 --
------------- -------------- ------------- --------------
Balance, end of period......................... $ 1,800,000 $ 1,800,000 $ 3,013,043 $ 3,013,043
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Treasury Stock:
Balance, beginning of year..................... $ (166,536) $ (166,536) $ (166,536) $ (329,515)
Purchase treasury shares....................... -- -- (207,416) --
Issue treasury shares.......................... -- -- 44,437 31,308
------------- -------------- ------------- --------------
Balance, end of period......................... $ (166,536) $ (166,536) $ (329,515) $ (298,207)
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Warrant Put Option:
Balance, beginning of year..................... $ -- $ -- $ (104,700) $ (104,700)
Record value of warrant put option............. -- (104,700) -- --
------------- -------------- ------------- --------------
Balance, end of year........................... $ -- $ (104,700) $ (104,700) $ (104,700)
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
Accumulated deficit:
Balance, beginning of year..................... $ (2,120,572) $ (3,301,914) $ (5,409,191) $ (6,278,262)
Net income (loss).............................. 383,791 330,902 263,196 (4,257,395)
Dividends Paid................................. (639,143) (809,579) -- --
Issuance of Series B Senior Preferred Stock for
payment of stock dividend.................... (672,840) (1,176,820) -- --
Issuance of Series B Junior Preferred Stock for
payment of stock dividend.................... (253,150) (442,768) -- --
Unamortized discount on subordinated debt, net
of income tax................................ -- 586,288 -- --
Cancel H Warrants.............................. -- (700,000) -- --
Record value of warrant put option............. -- 104,700 -- --
Issue treasury shares.......................... -- -- (12,437) (11,308)
Exercise G Warrants............................ -- -- (1,211,830) --
Discount on subordinated debt, net of tax
reversal..................................... -- -- 92,000 --
------------- -------------- ------------- --------------
Balance, end of period......................... $ (3,301,914) $ (5,409,191) $ (6,278,262) $ (10,546,965)
------------- -------------- ------------- --------------
------------- -------------- ------------- --------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-25
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ------------------------
---------------------------------------- JULY 3, JULY 2,
1992 1993 1994 1994 1995
------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Gross operating revenue:
Admissions....................................... $ 19,351,912 $ 20,820,183 $ 20,339,357 $ 5,851,250 $ 6,194,935
Food, merchandise, and other..................... 27,500,479 30,432,656 30,095,314 9,407,089 8,958,332
------------ ------------ ------------ ----------- -----------
46,852,391 51,252,839 50,434,671 15,258,339 15,153,267
Operating expenses:
Operating labor.................................. 11,671,322 12,379,822 12,366,501 5,156,886 5,233,118
Payroll taxes and benefits....................... 1,826,112 1,892,503 1,922,107 826,483 809,300
Supplies and services............................ 1,608,152 1,756,904 1,998,955 943,200 994,110
Utilities........................................ 1,503,466 1,586,050 1,635,735 619,131 609,982
Maintenance and repairs.......................... 2,364,407 2,290,017 2,792,803 2,025,944 1,659,278
Licenses, taxes and rent......................... 1,478,803 1,600,755 1,781,712 704,078 851,011
Professional services............................ 207,393 186,827 132,897 95,183 105,070
Miscellaneous.................................... 507,307 510,787 577,081 328,994 275,346
------------ ------------ ------------ ----------- -----------
Total operating expenses........................... 21,166,962 22,203,665 23,207,791 10,699,899 10,537,215
Selling general, and administrative................ 8,663,536 8,217,796 8,432,771 3,339,518 3,459,003
Cost of sales...................................... 5,739,824 6,554,625 6,634,686 2,053,130 2,083,004
Depreciation....................................... 6,182,228 5,631,903 5,956,481 2,978,240 3,316,000
------------ ------------ ------------ ----------- -----------
Operating Profit................................... 5,099,841 8,644,850 6,202,942 (3,812,448) (4,241,955)

Other expenses:
Interest expense, net............................ 2,770,635 2,736,777 4,518,212 2,262,603 2,495,153
Amortization..................................... 230,388 45,814 272,784 134,440 245,974
Litigation costs................................. 48,129 38,003 261,444 -- --
Other............................................ 54,898 239,663 36,079 166,248 (3,742)
------------ ------------ ------------ ----------- -----------
Total other expenses............................... 3,104,050 3,060,257 5,088,519 2,563,291 2,737,385
------------ ------------ ------------ ----------- -----------
Income (loss) before income taxes and cumulative
effect of change in accounting method............ 1,995,791 5,584,593 1,114,423 (6,375,739) (6,979,340)

Provision for income tax expense (benefit)
Current:
Federal........................................ 700,000 760,000 785,000 -- --
State.......................................... 236,000 389,691 125,227 -- --
Deferred......................................... -- 895,000 (59,000) (2,486,538) (2,721,945)
Charge in lieu of income taxes................... 676,000 -- -- -- --
------------ ------------ ------------ ----------- -----------
1,612,000 2,044,691 851,227 (2,486,538) (2,721,945)
------------ ------------ ------------ ----------- -----------
Income (loss) before cumulative effect of change in
accounting method................................ 383,791 3,539,902 263,196 (3,889,201) (4,257,395)
Cumulative effect as of January 1, 1993 of change
in accounting method............................. -- 3,209,000 -- -- --
------------ ------------ ------------ ----------- -----------
Net income (loss).................................. $ 383,791 $ 330,902 $ 263,196 $(3,889,201) $(4,257,395)
Preferred stock dividend requirements............ 724,359 426,094 -- -- --
------------ ------------ ------------ ----------- -----------
Net income (loss) applicable to common
shareholders................................... $ (340,568) $ (95,192) $ 263,196 $(3,889,201) $(4,257,395)
------------ ------------ ------------ ----------- -----------
------------ ------------ ------------ ----------- -----------
Income (loss) per share:
Income (loss) before cumulative effect of
accounting change (net of preferred stock
dividend requirements)......................... $ (201.52) $ 1,842.49 $ 102.93 $ (1,416.83) $ (1,498.03)
Cumulative effect of accounting change........... -- (1,898.82) -- -- --
------------ ------------ ------------ ----------- -----------
Net income (loss) applicable to common
shareholders................................. $ (201.52) $ (56.33) $ 102.93 $ (1,416.83) (1,498.03)
------------ ------------ ------------ ----------- -----------
------------ ------------ ------------ ----------- -----------
Weighted average number of shares outstanding.... 1,690 1,690 2,557 2,745 2,842
------------ ------------ ------------ ----------- -----------
------------ ------------ ------------ ----------- -----------
</TABLE>

See accompanying notes.

F-26
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, --------------------------
---------------------------------------- JULY 3, JULY 2,
1992 1993 1994 1994 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
OPERATING ACTIVITIES
Net income (loss)................................ $ 383,791 $ 330,902 $ 263,196 $ (3,889,201) $ (4,257,395)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 6,412,616 5,707,300 6,464,501 3,112,680 3,561,974
Provision for deferred income taxes............ -- 895,000 (151,000) (2,486,538) (2,721,945)
Change in lieu of income taxes................. 676,000 -- -- -- --
Cumulative effect adjustment................... 47,957 3,209,000 -- -- --
Provision for deferred compensation............ -- 44,499 12,415 -- --
Other long-term liabilities.................... 680 -- 914,638 10,310 4,225
(Gain) Loss on sale of property and equipment.... (151,517) 886 (2,500) -- --
Deferred charges............................... (673,026) (10,000) -- (3,265)
Changes in operating assets and liabilities:
Trade and other receivables.................. (40,106) (26,227) 60,328 (1,913,459) (2,403,066)
Refundable income taxes...................... -- (240,000) 240,000 -- --
Prizes and other supplies.................... 71,399 (677,743) 156,297 (1,175,009) (1,128,867)
Other current assets......................... 181,136 (321,621) 166,986 242,511 6,900
Accounts payable............................. (199,318) 672,033 (339,547) 2,350,266 2,827,579
Accrued taxes, other than income taxes....... (104,778) (62,436) 31,464 394,928 280,540
Accrued payroll and related expenses......... 69,755 (73,577) (222,791) 426,136 617,160
Income taxes payable......................... (374,950) 208,198 (299,706) (348,407) (48,701)
Accrued interest............................. (10,651) 205,957 1,148,306 728,912 281,469
Other accrued liabilities.................... (12,352) (19,425) 351,132 756,235 1,787,539
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) operating
activities..................................... 6,949,662 9,179,720 8,783,719 (1,790,636) (1,195,853)
INVESTING ACTIVITIES
Purchases of property and equipment.............. (2,970,877) (4,394,647) (4,211,090) (2,926,675) (954,706)
Shareholders settlement.......................... -- -- (2,150,000) -- --
Purchase of stock warrants....................... -- (700,000) -- -- --
Proceeds from sale of property and equipment..... -- -- 2,500 2,500 --
(Purchase) sale of common stock.................. -- -- (77,266) 29,213 20,000
Discount on subordinated debt.................... -- -- 92,000 -- --
------------ ------------ ------------ ------------ ------------
Net cash used in investing activities............ (2,970,877) (5,094,647) (6,343,856) (2,894,962) (934,706)
FINANCING ACTIVITIES
Proceeds from long-term borrowings............... -- 20,521,789 -- 117,618 115, 152
Principal payments on long-term borrowings....... (5,177,780) (23,324,751) (3,821,428) (721,428) (624,599)
Net proceeds from borrowings under a revolving
line-of-credit................................. 1,684,383 (636,384) 1,367,159 5,332,625 2,575,628
Dividends........................................ (639,143) (809,579) -- -- --
------------ ------------ ------------ ------------ ------------
Net cash (used in) provided by financing
activities..................................... (4,132,540) (4,248,925) (2,454,269) 4,728,815 2,066,181
------------ ------------ ------------ ------------ ------------
Net decrease in cash............................. (153,755) (163,852) (14,406)
Cash at beginning of year........................ 503,407 349,652 185,800 185,800 171,394
------------ ------------ ------------ ------------ ------------
Cash at end of year.............................. $ 349,652 $ 185,800 $ 171,394 $ 229,017 $ 107,016
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>

See accompanying notes.

F-27
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND JULY 2, 1995
(INFORMATION AS OF JULY 2, 1995 OR FOR THE SIX MONTHS ENDED
JULY 3, 1994 AND JULY 2, 1995 IS UNAUDITED)

(1) ACCOUNTING POLICIES

BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited consolidated
financial statements as of July 2, 1995, and for the six months ended July 3,
1994 and July 2, 1995, reflect all adjustments (all of which were normal and
recurring) which, in the opinion of management, are necessary for fair statement
of the financial position and results of operations for the interim periods
presented.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions and
accounts have been eliminated upon consolidation.

NATURE OF OPERATIONS

The Company owns and operates Geauga Lake, Darien Lake and Wyandot Lake
amusement parks in Aurora, Ohio; Darien Center, New York and Columbus, Ohio,
respectively. The Company also owns and operates a Famous Recipe and Mr. Hero
restaurant.

PRIZES AND OTHER SUPPLIES

Prizes and other supplies are valued at cost which approximates market.

DEFERRED CHARGES

Deferred charges include primarily costs associated with obtaining long-term
debt and are amortized on the straight-line method over the term of the related
debt.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. For financial reporting
purposes, depreciation is computed by the straight-line method over the
estimated useful lives of the assets. Accelerated methods are used for income
tax purposes where permitted. Maintenance and repairs are charged to operating
expenses as incurred. Major renewals and betterments are capitalized and
depreciated over their estimated useful lives. The cost of assets retired or
sold and the related accumulated depreciation are removed from the accounts and
any profit or loss on disposition is credited or charged to earnings.

INCOME TAXES

Effective January 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes."
Under SFAS No. 109, the liability method is used in accounting for income taxes
and accordingly deferred tax assets and liabilities are determined based on
differences between the financial reporting basis and the tax basis of assets
and liabilities and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse. Prior to the adoption
of SFAS No. 109, income tax expense was determined using the deferred method.
Deferred tax expense was based on items of income and expense that were reported
in different years in the financial statements and tax returns and were measured
at the tax rate in effect in the year the difference originated.

F-28
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) ACCOUNTING POLICIES (CONTINUED)
As permitted by SFAS No. 109, the Company has elected not to restate the
financial statements of any prior years. The effect of the change has been
presented in the income statement in 1993 as a cumulative effect adjustment.

PER COMMON SHARE AMOUNTS

Per common share amounts are computed after preferred stock dividend
requirements on the basis on the weighted average number of shares of Common
Stock outstanding.

STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, temporary cash investments are
considered cash equivalents.

RECLASSIFICATION

Certain amounts for 1993 and 1992 have been reclassified to conform to the
1994 presentation.

(2) FINANCING ARRANGEMENTS

The Company entered into a financing agreement on November 12, 1993, amended
October 5, 1994, which provided borrowings of up to $38,103,733. This financing
agreement provided three term loans totaling $24,603,733 and a revolving credit
facility of up to $13,500,000. The financing agreement also contains provisions
which require the maintenance of certain financial ratios and limit additional
indebtedness, dividends and capital expenditures. The financing agreement
terminates on December 31, 1995. The Company believes that it has the ability to
and will refinance its current debt obligation prior to the expiration of the
term loan agreement on December 31, 1995.

The Company also entered into a subordinated debt agreement on November 12,
1993 which provided additional borrowings of $11,204,600.

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- JULY 2,
1993 1994 1995
------------- ------------- -------------
<S> <C> <C> <C>
Term loan from a finance company, payable in installments through
November 1, 1995, with a balloon payment due on December 31, 1995,
plus interest payable monthly at a variable rate (10.125% and
7.625% at December 31, 1994 and 1993, respectively)............... $ 24,603,732 $ 20,782,304 $ 20,157,705
Subordinated debt, due December 31, 1997 with interest at 13.5%..... 11,204,600 11,204,600 11,204,600
Unamortized discount on subordinated debt........................... (911,705) (676,469) (561,317)
------------- ------------- -------------
34,896,627 31,310,435 30,800,988
Less current portion................................................ 3,100,000 20,782,304 20,157,705
------------- ------------- -------------
$ 31,796,627 $ 10,528,131 $ 10,643,283
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

F-29
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(2) FINANCING ARRANGEMENTS (CONTINUED)
The scheduled installments of the term loan are coordinated so that four
payments totaling $775,000 are due monthly from August through November each
year during the term of the financing agreement. In addition, proceeds from the
sale of significant assets or from the exercise of stock purchase warrants must
be applied to the unpaid term loan balances. The Company may have to pay an
additional installment on the term loan each year during April. This installment
is based on a formula in the financing agreement. At December 31, 1995, all
unpaid term loan balances are due.

The subordinated debt includes interest at 7.5% payable semi-annually, plus
interest of 6% which is added to the outstanding principal balance. In 1993,
stock purchase warrants were issued to the subordinated debt holder in
conjunction with the subordinated financing. A portion of the subordinated loan
proceeds has been allocated to these warrants based on a formula which considers
the fair market values of the warrants and the loan proceeds. The portion of the
loan proceeds allocated to the warrants represents an additional interest cost
of the subordinated financing and totaled $911,705, $676,469, and $561,317 at
December 31, 1993, 1994, and July 2, 1995, respectively. This cost will be
recognized during the term of the note based on the interest method of
amortization. Amortization totaling $29,583, $235,236 and $115,152 is included
with 1993, 1994, and the six months ended July 2, 1995 interest expense,
respectively.

Maturities of long-term debt are $20,782,304 in 1995 and $11,204,600 in
1997. The Company may prepay all or portions of long-term debt without penalty.

The revolving credit note is due December 31, 1995. Interest is payable
monthly at the prime rate plus 1.625 percent (10.125% and 7.625% at December 31,
1994 and 1993 respectively). At December 31, 1994 and July 2, 1995, borrowings
of $7,999,649 and $5,424,021, respectively, were available under the revolving
credit note.

The revolving line-of-credit and term loans are secured by substantially all
of the Company's assets. The common stock of the Company's subsidiaries has also
been pledged under the term loan.

The Company paid $2,662,000, $2,455,668, $3,136,114 and $2,214,584 in
interest costs during the years ended December 31, 1992, 1993 and 1994 and the
six months ended July 2, 1995, respectively.

(3) LEASE COMMITMENTS

The Company has an agreement with the Columbus Zoological Park Association
(Zoo) to lease and operate Wyandot Lake amusement park located near Columbus,
Ohio. There are five years remaining on this lease which has two renewable
option periods of four years each. The agreement calls for minimum annual rent
payments of $100,000 plus a percentage of gross receipts in excess of
$2,000,000. Rent expense relating to this agreement totaled $216,000, $287,000,
$282,000 and $71,000 in 1992, 1993 and 1994 and the six months ended July 2,
1995, respectively. Additionally, the Company must incur minimum annual
expenditures of $50,000 to maintain or improve the appearance of the Park.

F-30
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(3) LEASE COMMITMENTS--(CONTINUED)

Future minimum annual lease payments under noncancelable operating leases
with initial or remaining terms of one year or more as of December 31, 1994,
1993 and 1992 are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
----------
<S> <C>
1995.............................................................................. $ 322,000
1996.............................................................................. 286,000
1997.............................................................................. 240,000
1998.............................................................................. 144,000
1999.............................................................................. --
----------
Total minimum lease payments...................................................... $ 992,000
----------
----------
</TABLE>

Total rent expense was approximately $462,000, $466,000 and $518,000 in
1992, 1993, and 1994 respectively. Total rent expense was approximately $216,000
and $221,000 during the six months ended July 3, 1994 and July 2, 1995,
respectively.

(4) INCOME TAXES

The effective income tax rate varied from the statutory federal income tax
rate as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
Statutory federal income tax rate.......................................................... 35.0% 35.0% 34.0%
State and local income taxes, net of federal income tax benefit............................ 10.0 5.0 5.0
Depreciation on differences between purchase price and
tax basis of assets...................................................................... 36.1 10.3 39.1
Other, net................................................................................. (4.7) (13.7) 2.7
--- --------- ---
Effective income tax rate.................................................................. 76.4% 36.6% 80.8%
--- --------- ---
--- --------- ---
</TABLE>

F-31
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax liabilities and assets
are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------ JULY 2,
1993 1994 1995
-------------- -------------- --------------
<S> <C> <C> <C>
Deferred tax liabilities:
Accelerated depreciation....................................... $ (10,368,000) $ (9,860,000) $ (9,460,000)
Inventory purchases............................................ (349,000) (292,000) (292,000)
Subordinated debt discount..................................... (355,000) (263,000) (263,000)
Other.......................................................... (309,000) (171,000) (171,000)
-------------- -------------- --------------
(11,381,000) (10,586,000) (10,186,000)
Deferred tax assets:
Net operating loss carryforwards............................... 2,160,000 1,319,000 3,640,945
Tax credits.................................................... 1,554,000 2,224,000 2,224,000
Accrued liabilities............................................ 570,000 338,000 338,000
Deferred compensation.......................................... 158,000 173,000 173,000
Litigation accrual............................................. 195,000 -- --
Deferred revenue............................................... 195,000 195,000 195,000
Other.......................................................... 90,000 163,000 163,000
-------------- -------------- --------------
4,922,000 4,412,000 6,733,945
Valuation allowance.............................................. (897,000) (1,031,000) (1,031,000)
-------------- -------------- --------------
Net deferred tax assets.......................................... 4,025,000 3,381,000 5,702,945
-------------- -------------- --------------
Net deferred taxes............................................... $ (7,356,000) $ (7,205,000) $ (4,483,055)
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

Management believes that the timing of the reversal of its deferred tax
liabilities, principally relating to accelerated depreciation, will more likely
than not be sufficient to recognize fully its deferred tax assets, except for
certain New York net operating loss carryforwards. The valuation allowance
included with net deferred taxes at December 31, 1994 relates primarily to these
assets. The turnaround of the remaining deferred tax assets, primarily net
operating loss and tax credit carryforwards, will occur over an extended period
of time and as a result will be realized for tax purposes over those future
periods and beyond.

The 1994 current federal provision represents Alternative Minimum Tax (AMT)
payable. Regular tax was reduced to a minor amount with a net operating loss
carryforward not available for AMT purposes. AMT income was further increased by
deprecation adjustments required by the AMT system.

The income tax provision for 1992 includes a charge in lieu of income taxes
of $676,000, representing taxes which would have been provided in the absence of
net operating loss carryforwards. The net operating loss carryforwards utilized
in 1992 were generated prior to the Company's purchase of Funtime, Inc. and
Subsidiaries and therefore, were used to reduce the Company's carrying amount of
Funtime, Inc.'s fixed assets.

F-32
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) INCOME TAXES (CONTINUED)
For federal income tax purposes, the Company has net operating loss and
investment tax credit carryforwards that expire as follows:

<TABLE>
<CAPTION>
NET OPERATING INVESTMENT
LOSS TAX CREDIT
CARRYFORWARDS CARRYFORWARDS
------------- -------------
<S> <C> <C>
1995........................................................... $ $ 20,000
1996........................................................... 22,000
1997........................................................... 25,000
1998........................................................... 12,000
2002........................................................... 1,905,000
------------- -------------
$ 1,905,000 $ 79,000
------------- -------------
------------- -------------
</TABLE>

The utilization of the carryforwards expiring prior to 2003 is limited to
the future taxable income or income taxes payable of the respective subsidiary
which generated the loss or credit. Additionally, alternative minimum tax
credits of approximately $2,224,000 are available to offset the Company's
regular tax liability in future years.

The Company made income tax payments of approximately $1,491,000, $1,312,000
and $1,306,000 in 1992, 1993 and 1994, respectively. The Company also received
income tax refunds in 1994 of approximately $257,000.

(5) EMPLOYEE BENEFITS

The Company sponsors a defined contribution pension plan covering all
employees meeting specified age and service requirements. The Company's
contributions under this plan are 100% of the first 2% of each qualified
employee's salary plus an additional matching requirement of 25% of the next 6%
of the employee's contribution. Expense recorded under this plan amounted to
$95,000, $115,000, $114,000 and $59,000 in 1992, 1993, 1994 and the six months
ended July 2, 1995, respectively.

(6) OTHER CURRENT ASSETS AND ACCRUED LIABILITIES

The components of other current assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- JULY 2,
1993 1994 1995
---------- ---------- -----------
<S> <C> <C> <C>
Prepaid maintenance and expenses............................................ $ 652,243 $ 430,459 $ 476,232
Other....................................................................... 104,940 159,738 107,065
---------- ---------- -----------
Total other current assets.................................................. $ 757,183 $ 590,197 $ 583,297
---------- ---------- -----------
---------- ---------- -----------
</TABLE>

The components of other accrued liabilities are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1993 1994 JULY 2, 1995
------------ ------------ ------------
<S> <C> <C> <C>
Deferred revenue........................................................ $ 642,967 $ 705,745 $ 2,908,411
Other................................................................... 1,480,165 1,865,457 1,450,330
------------ ------------ ------------
Total other accrued liabilities......................................... $ 2,123,132 $ 2,571,202 $ 4,358,741
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

F-33
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7) COMMITMENTS AND CONTINGENCIES

The estimated cost to complete construction in progress as of July 2, 1995
is $-0-.

During 1988, a lawsuit was brought against the former Board of Directors of
Funtime, Inc. by several minority shareholders challenging the adequacy of the
$7 per share price of the 1987 merger of Funtime, Inc. into a subsidiary of the
Company. The plaintiffs were demanding damages and compensation from each
director of Funtime, Inc. as well as attorney fees, expenses and costs. The
Company recorded a reserve totaling $500,000 during 1988 to indemnify the former
Board of Directors of Funtime, Inc. for defense costs and for losses that may be
incurred in connection with this lawsuit. In 1994, $761,000 of litigation costs
were incurred of which $261,000 were charged to operations, the remaining
portion was charged against the reserve. Legal costs incurred in 1993 and 1992
totaled $38,000 and $48,000, respectively. In 1994, the Company agreed to pay
the minority shareholders $2,150,000 which was accounted for as additional
purchase price and reflected as additional property and equipment. The Company
paid $750,000 relating to this settlement in 1994. The remainder of the
settlement is due in two installments of $700,000 in 1995 and 1996.

(8) REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

On April 11, 1994 1,213 warrants were exercised to purchase 1,213 shares of
common stock for $1 per share. At December 31, 1994, 900 warrants were
outstanding which grant the holders the right to purchase 900 shares of the
Company's common stock. The 900 warrants outstanding are comprised of two
agreements. The first warrant agreement, which expires on November 12, 2003,
provides the right to purchase 783 shares of common stock at $894.44 per share,
upon the occurrence of certain events as stated in the warrant agreement. Such
events principally include the Company's default under the financing agreement
dated November 12, 1993, amended October 5, 1994, or action which dilutes the
aggregate ownership of the Company's outstanding common stock held by the
current principal stockholders to less than 50%.

The second warrant agreement, which expires on December 31, 1997, provides
the right to purchase 117 shares of common stock at $1 per share, upon the
occurrence of certain events as stated in the warrant agreement. Such events
principally include the Company's default under the financing agreement dated
November 12, 1993, amended October 5, 1994, or action which dilutes the
aggregate ownership of the Company's outstanding common stock held by the
current principal stockholders to less than 50%. Effective January 1, 1994, the
warrantholder under this agreement has the right to require the Company to
purchase the warrants (put option) at an amount determined by a nationally
recognized investment banking firm. The estimated value of this put option is
included as a component of stockholders' equity at December 31, 1993 and 1994
and July 2, 1995.

At December 31, 1992, redeemable preferred stock included Series A and
Series B senior and junior shares at $.01 par value. These shares were recorded
at a liquidation value of $1,000 per share. All authorized Series A shares were
issued and outstanding. Authorized Series B preferred stock included 7,000
senior and 2,500 junior shares. Issued and outstanding Series B preferred stock
included 3,027.78 senior and 1,139.175 junior shares.

On November 12, 1993, the Company redeemed all junior preferred stock (2,500
shares Series A; and 1,139 shares Series B) held by the lender in exchange for
long-term debt and redeemed all senior preferred stock (7,000 shares Series A;
and 3,027 Series B) in exchange for subordinated debt.

F-34
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(8) REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (CONTINUED)
A provision of the 1993 financing agreement required the Company to redeem
783 then outstanding warrants, for $700,000.

The transferability of the Company's common stock is restricted in
accordance with the terms of a stockholder agreement. Under this agreement, the
death or termination of employment of a stockholder obligates the stockholder or
their legal representative to offer to sell the shares owned to the Company at a
price established by the agreement.

(9) RELATED PARTY TRANSACTIONS

In January 1993, the Company entered into a three year agreement with an
advertising agency (the "Agency") for whom a director and stockholder of the
Company is also a director. The agreement appoints the Agency as the Company's
principal advertising agency which entitles it to receive compensation for the
reimbursement of costs incurred plus commissions. Agency commissions amounted to
approximately $633,000, $522,000, $518,000 and $150,000 in 1992, 1993, 1994 and
the six months ended July 2, 1995, respectively. Other costs paid to the Agency
in 1995, 1994, 1993 and 1992, represented reimbursement of expenses paid by the
Agency on behalf of the Company. The Agency served as the Company's principal
advertising agency over the past 20 years and it is management's opinion that
this agreement was negotiated at arms-length.

The subordinated debtholder's president serves on the Company's Board of
Directors.

(10) STOCK OPTIONS

Effective April 26, 1988, the Company granted certain key executives options
to purchase 80 shares of the Company's common stock for $1,000 per share. The
options expire on various dates from May 31, 1994 to November 30, 1996 and are
contingent upon continued employment with the Company. During 1994, 32 of these
options were exercised and three expired unexercised. During the second quarter
of 1995 20 of these options were exercised. At December 31, 1994 and July 2,
1995, 45 and 25 of these options remain outstanding, respectively.

(11) PERFORMING ARTS CENTER

Beginning in 1993, the Company participated with an entertainment company in
the construction and operation of a performing arts center (the Center) located
at Darien Lake Park. On October 31, 1994, the Company purchased for $514,000 the
entertainment company's portion of the Center. At December 31, 1994 and July 2,
1995 the Company's investment in property and equipment at the Center
approximated $1,500,000 and $1,800,000 respectively. The Company is seeking a
third-party to share in the revenues and expenses of the Center.

As a part of establishing the Center, the Company entered into a separate
agreement with a food and beverage vendor. The agreement provides the vendor
with the exclusive right to sell food and beverage products to patrons at all
Center sponsored events through May 31, 2003 in exchange for a portion of such
sales. Under the agreement, the Company received a payment of $500,000 in 1993
and $300,000 in 1995 from the vendor. These payments represent an advance of the
Company's future proceeds from the Center which was used during 1993 and 1995 to
fund a portion of the construction costs of the Center. The

F-35
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(11) PERFORMING ARTS CENTER (CONTINUED)
Company has committed to reimburse the advance at an annual rate of $100,000 for
1993 and 1994 and $75,000 per year thereafter contingent upon the Centers'
ability to generate sufficient profit. At December 31, 1994 and July 2, 1995,
the commitment totaled $300,000, and $563,000 the current portion of which has
been accounted for in other accrued liabilities and the non-current portion has
been accounted for in other long-term liabilities. Either party may terminate
the contract subsequent to October 1, 1998.

(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The Company's unaudited results of operations for 1994 and 1993 are set
forth below.

<TABLE>
<CAPTION>
NET INCOME
(LOSS) APPLICABLE NET INCOME
GROSS PROFIT NET INCOME TO COMMON (LOSS) PER
QUARTER ENDED TOTAL REVENUE (LOSS) (LOSS) SHAREHOLDER COMMON SHARE
--------------- ------------- ------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
1995........................ April 2 $ 107,707 $ (4,556,368) $ (4,222,504) $ (4,222,504) $ (1,493.11)
July 2 15,045,560 3,773,416 (34,891) (34,891) (12.28)
--------------- ------------- ------------- -------------- ----------------- ------------
1994........................ April 3 136,106 (4,477,124) (3,888,563) (3,888,563) (2,298.21)
July 3 15,122,233 4,004,194 (638) (638) (.23)
October 2 34,557,975 18,417,293 7,854,358 7,854,358 2,677.93
December 31 618,357 (3,308,650) (3,701,961) (3,701,961) (1,302.13)
--------------- ------------- ------------- -------------- ----------------- ------------
1993........................ April 4 180,406 (3,843,931) (6,357,320)* (6,357,320)* (3,761.73)
July 4 15,077,987 4,507,503 622,443 196,349 116.18
October 3 35,246,519 19,844,334 9,415,271 9,415,271 5,571.17
December 31 747,927 (3,645,260) (3,349,492) (3,349,492) (1,981.95)
--------------- ------------- ------------- -------------- ----------------- ------------
</TABLE>

Gross profit (loss) is revenue less operating expenses, cost of sales and
depreciation.

*Includes a $3,509,000 charge for the cumulative effect of a change in
accounting method as described in Note 1.

(13) SUBSEQUENT EVENT

Pursuant to a merger agreement, the Company was acquired by Premier Parks
Inc. for approximately $60 million, subject to certain post-closing adjustments
related to the 1995 operations of the Company's acquired theme parks.

On August 15, 1995 pursuant to the merger with Premier Parks Inc., all
outstanding warrants and options referred to in Notes 8 and 10, were exercised.
If the common shares issued on August 10, 1995, with respect to these warrants
and options had been outstanding for all periods presented, the number of
weighted average shares outstanding and income (loss) per share would have been
as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, ------------------------
------------------------------- JULY 3, JULY 2,
1992 1993 1994 1994 1995
--------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Weighted average number of shares outstanding.......... 3,848 3,848 3,502 3,690 3,767
Income (loss) per common share......................... $ (88.51) $ (24.74) $ 75.16 $ (1,053.98) $ (1,130.18)
</TABLE>

F-36
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Partners
Elitch Gardens Company
Denver, Colorado

We have audited the accompanying balance sheets of Elitch Gardens Company as
of December 31, 1995 and 1994, and the related statements of operations,
partners' capital, and cash flows for the year ended December 31, 1995 and for
the period from May 31, 1994 (date of inception) through December 31, 1994.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Elitch Gardens Company as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the year ended December 31, 1995 and for the period from May 31, 1994 (date
of inception) through December 31, 1994, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that
Elitch Gardens Company will continue as a going concern. As more fully described
in Note 1, the Company is in default on a material portion of its debt and
incurred a significant operating loss in 1995, the first year of operations.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

Ernst & Young LLP

Denver, Colorado
February 16, 1996

F-37
<PAGE>
ELITCH GARDENS COMPANY

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------- SEPTEMBER 30,
1994 1995 1996
------------- ------------- -------------
<S> <C> <C> <C>
(UNAUDITED)
-------------
ASSETS
Current assets:
Cash (Note 1)................................................... $ 592,654 $ 3,420,785 $ 2,969,350
Subscriptions receivable........................................ 375,000 -- --
Accounts receivable............................................. 12,500 107,247 969,141
Inventory (Notes 1 and 2)....................................... -- 771,459 860,025
Prepaid expenses................................................ 323,816 235,932 127,805
------------- ------------- -------------
Total current assets.......................................... 1,303,970 4,535,423 4,926,321
Property, plant and equipment, at cost (Notes 1 and 2):
Land............................................................ 5,955,988 11,560,403 11,560,403
Rides........................................................... -- 25,134,006 25,989,043
Buildings....................................................... -- 17,928,837 17,942,657
Equipment....................................................... -- 2,452,546 2,495,859
Furniture and fixtures.......................................... -- 1,309,410 1,711,946
Vehicles........................................................ -- 445,219 445,219
Computers....................................................... -- 238,962 273,709
Construction in progress........................................ 28,819,410 -- --
------------- ------------- -------------
Property, plant and equipment, at cost.......................... 34,775,398 59,069,383 60,418,836
Less accumulated depreciation................................... -- (1,158,489) (2,690,986)
------------- ------------- -------------
Property, plant and equipment, net.................................. 34,775,398 57,910,894 57,727,850
Cash reserves (Note 1).............................................. -- 2,158,998 --
Other assets (Notes 1 and 2):
Capitalized loan costs.......................................... 4,160,123 5,695,113 5,695,113
Organization costs.............................................. 2,346,356 2,613,545 2,613,545
Goodwill and other intangibles.................................. 2,224,489 2,470,056 2,470,056
------------- ------------- -------------
8,730,968 10,778,714 10,778,714
Less accumulated amortization................................... -- (391,216) (1,149,583)
Less asset impairment reserve (Notes 1 and 2)................... -- -- (8,000,000)
------------- ------------- -------------
Total other assets.................................................. 8,730,968 10,387,498 1,629,131
------------- ------------- -------------
Total assets........................................................ $ 44,810,336 $ 74,992,813 $64,283,302
------------- ------------- -------------
------------- ------------- -------------
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable................................................ $ -- $ 252,780 $ 1,105,972
Accrued interest................................................ -- 1,391,078 2,454,100
Other accrued liabilities....................................... -- 1,647,629 2,147,272
Deferred income (Note 1)........................................ 157,355 823,186 244,979
Payable to general partner (Note 7)............................. 405,000 148,129 485,159
Current portion of capital lease obligations (Note 7)........... -- -- 407,000
Current portion of long-term debt, including debt in default
(Note 4)...................................................... -- 37,300,000 36,587,000
------------- ------------- -------------
Total current liabilities..................................... 562,355 41,562,802 43,431,482
Liabilities incurred in connection with construction of park
facilities expected to be refinanced:
Construction loan payable (Note 5).............................. 6,878,984 -- --
Construction loan payable to related party (Note 4)............. 5,000,000 -- --
Construction accounts payable (Note 5).......................... 4,857,532 -- --
------------- ------------- -------------
16,736,516 -- --
Capital lease obligation, net of current portion (Note 7)........... -- -- 65,344
Long-term debt, net of current portion (Note 4)..................... 5,276,600 6,700,000 6,400,000
Partners' capital................................................... 22,234,865 26,730,011 14,386,476
------------- ------------- -------------
Total liabilities and partners' capital....................... $ 44,810,336 $ 74,992,813 $64,283,302
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

See accompanying notes.

F-38
<PAGE>
ELITCH GARDENS COMPANY

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
PERIOD ENDED YEAR ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, -----------------------------
1994 1995 1995 1996
------------ ------------- ------------- --------------
<S> <C> <C> <C> <C>
(UNAUDITED)
Theme park admissions............................... $ -- $ 12,824,158 $ 12,762,275 $ 10,631,177
Theme park food, merchandise and other revenue...... -- 7,014,550 6,879,941 8,875,175
------------ ------------- ------------- --------------
Total revenue....................................... -- 19,838,708 19,642,216 19,506,352
Cost of goods sold.................................. -- 2,683,571 2,454,583 3,287,419
------------ ------------- ------------- --------------
Gross profit........................................ -- 17,155,137 17,187,633 16,218,933
Other operating expenses:
Salaries, payroll taxes and related benefits...... -- 7,123,028 6,195,501 6,899,070
Advertising, promotions and pre-opening marketing
costs........................................... -- 3,243,940 3,130,378 1,846,167
Consulting and other professional services........ -- 1,261,660 1,000,741 740,035
State, local and other taxes...................... -- 1,126,409 876,900 1,119,315
Repairs and maintenance........................... -- 1,073,273 709,411 849,727
Supplies and printing............................. -- 838,732 824,356 431,965
Insurance......................................... -- 959,995 750,364 950,175
Equipment rental, utilities, and telephone........ -- 916,336 682,192 701,477
Depreciation and amortization..................... -- 1,549,705 879,809 2,291,017
Ogden operating expenses.......................... -- -- -- 262,121
Outside entertainment services.................... -- 581,403 581,403 634,676
Other operating expenses.......................... -- 537,419 534,911 359,984
General and administrative expenses allocated from
general partner................................. 300,000 -- -- --
------------ ------------- ------------- --------------
Total other operating expenses...................... 300,000 19,211,900 16,165,966 17,085,729
------------ ------------- ------------- --------------
Income (loss) before other revenue (expenses)....... (300,000) (2,056,763) 1,021,667 (866,796)
Other revenue (expenses):
Interest expense and loan fees.................... -- (2,209,343) (1,566,350) (3,288,152)
Management fee.................................... -- (171,551) (167,852) (284,453)
Interest income................................... 34,865 167,783 65,780 95,866
Miscellaneous income.............................. -- 15,020 14,529 --
Asset impairment (Note 1)......................... -- -- -- (8,000,000)
------------ ------------- ------------- --------------
Other revenue (expenses), net....................... 34,865 (2,198,091) (1,653,893) (11,476,739)
------------ ------------- ------------- --------------
Net loss............................................ $ (265,135) $ (4,254,854) $ (632,226) $ (12,343,535)
------------ ------------- ------------- --------------
------------ ------------- ------------- --------------
</TABLE>

See accompanying notes.

F-39
<PAGE>
ELITCH GARDENS COMPANY

STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
------------- ------------- --------------
<S> <C> <C> <C>
Cash contributions................................................. $ 1,508,200 $ 8,125,000 $ 9,633,200
Other contributions................................................ 7,491,800 5,375,000 12,866,800
Transfer of units.................................................. (1,000,000) 1,000,000 --
Net loss........................................................... (94,270) (170,865) (265,135)
------------- ------------- --------------
Balance at December 31, 1994....................................... 7,905,730 14,329,135 22,234,865
Cash contributions................................................. -- 8,750,000 8,750,000
Net loss........................................................... (1,085,618) (3,169,236) (4,254,854)
------------- ------------- --------------
Balance at December 31, 1995....................................... 6,820,112 19,909,899 26,730,011
Net loss (unaudited)............................................... (3,159,945) (9,183,590) (12,343,535)
------------- ------------- --------------
Balance at September 30, 1996 (unaudited).......................... $ 3,660,167 $ 10,726,309 $ 14,386,476
------------- ------------- --------------
------------- ------------- --------------
</TABLE>

See accompanying notes.

F-40
<PAGE>
ELITCH GARDENS COMPANY

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
PERIOD ENDED YEAR ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, ------------------------------
1994 1995 1995 1996
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
(UNAUDITED)
Operating Activities:
Net loss....................................... $ (265,135) $ (4,254,854) $ (632,226) $ (12,343,535)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization................ -- 1,549,705 879,809 2,291,017
Asset impairment............................. -- -- -- 8,000,000
Changes in operating assets and liabilities:
Accounts receivable........................ (12,500) (94,747) (1,768,441) (861,894)
Inventory.................................. -- (771,459) (998,060) (88,566)
Prepaid expenses........................... (323,816) 87,884 20,200 108,127
Accounts payable........................... -- 252,780 2,110,283 853,192
Accrued interest........................... -- 1,391,078 933,910 1,063,022
Other accrued liabilities.................. -- 1,647,629 845,215 499,643
Deferred income............................ 157,355 665,831 47,609 (578,207)
Payable to general partner................. 405,000 (256,871) (244,042) 337,030
-------------- -------------- -------------- --------------
Net cash provided by (used in) operating
activities..................................... (39,096) 216,976 1,194,257 (720,171)
Investing Activities:
Purchases of property, plant and equipment..... (36,854,286) (26,044,469) (23,760,102) (589,606)
Organization costs and other intangibles....... (291,213) (512,756) (512,756) --
-------------- -------------- -------------- --------------
Net cash used in investing activities............ (37,145,499) (26,557,225) (24,272,858) (589,606)
Financing Activities:
Capital contributions, including subscription
payments..................................... 9,633,200 9,125,000 8,825,000 --
Proceeds from grant............................ 6,856,313 1,750,484 -- --
Proceeds from construction and bank loans...... 6,878,984 15,563,484 15,563,484 --
Proceeds from related party construction and
bank loans................................... 5,000,000 5,000,000 5,000,000 --
Proceeds from long-term debt................... 5,276,600 1,423,400 1,423,400 --
Principal payments on long-term debt........... -- -- -- (1,013,000)
Principal payments under capital lease
obligations.................................. -- -- -- (287,656)
Capitalized loan costs......................... (725,380) (1,534,990) (1,534,990) --
Cash reserves.................................. -- (2,158,998) (2,030,396) 2,158,998
Construction accounts payable.................. 4,857,532 -- -- --
-------------- -------------- -------------- --------------
Net cash provided by financing activities........ 37,777,249 29,168,380 27,246,498 858,342
-------------- -------------- -------------- --------------
Net change in cash............................... 592,654 2,828,131 4,167,897 (451,435)
Cash at beginning of period...................... -- 592,654 592,654 3,420,785
-------------- -------------- -------------- --------------
Cash at end of period............................ $ 592,654 $ 3,420,785 $ 4,760,551 $ 2,969,350
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

F-41
<PAGE>
ELITCH GARDENS COMPANY

STATEMENTS OF CASH FLOWS (CONTINUED)

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES:

On May 31, 1994, Chilcott Entertainment Corp., the general partner,
contributed the following noncash items, at their fair value, to the Partnership
(see Note 1):

<TABLE>
<S> <C>
Land............................................................ $ 290,665
Costs included in construction in progress:
Rides....................................................... 3,500,000
Furniture and fixtures...................................... 250,000
Other....................................................... 236,760
Organization costs.............................................. 2,118,643
Goodwill........................................................ 1,000,000
Capitalized loan costs.......................................... 95,732
---------
$7,491,800
---------
---------
</TABLE>

On May 31, 1994, Hensel Phelps Construction Co., a limited partner ("Hensel
Phelps"), received partnership units with a fair value of $5,000,000 in exchange
for the commitment to issue an approximate $3,000,000 irrevocable letter of
credit in connection with permanent financing, an approximate $590,000 line of
credit available to the Partnership, and a $1,160,989 letter of credit to the
grant provider (see Note 2). Hensel Phelps received capital credit equal to the
letters of credit and $339,011 capital credit for the line of credit. The
letters and line of credit contributions have been recorded as capitalized loan
costs in the amount of $3,339,011 and goodwill and other intangibles in the
amount of $1,160,989. Hensel Phelps also contributed construction costs of
$500,000 incurred on behalf of the Partnership. (See Note 1.)

As of December 31, 1994, $375,000 of subscriptions receivable for the
purchase of partnership units remained outstanding. During 1995, the
subscriptions were paid and are included in capital contributions.

The construction accounts payable balance at December 31, 1994, of
$4,857,532 was paid through advances on the construction loan in 1995.

The Partnership entered into a capital lease obligation of $740,000 during
the nine months ended September 30, 1996.

See accompanying notes.

F-42
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994 AND 1995 AND SEPTEMBER 30, 1996
(INFORMATION AS OF SEPTEMBER 30, 1996 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

In May 1994, New Elitch Gardens, Ltd. (the "Partnership") was formed for the
purpose of constructing and operating a new amusement park in Denver, Colorado.
During 1995, the Partnership was renamed Elitch Gardens Company. Operations at
the new park began in June 1995. The general partner of the Partnership is
Chilcott Entertainment Corp. ("Chilcott"). The Partnership derives all its
revenues from operation of an amusement park near downtown Denver. Its principal
customer base includes Denver and the Front Range as well as tourists from other
parts of Colorado and surrounding states.

Under the terms of the partnership agreement, Chilcott contributed assets
with an estimated fair market value of $7,491,800 and cash of $1,508,200 in
exchange for 36 units in the Partnership during 1994. Hensel Phelps, the initial
limited partner, contributed assets with an estimated fair market value of
$5,000,000 and cash of $3,000,000 for 32 partnership units in 1994. The
remaining limited partners contributed cash of $14,250,000 for a total of 57
partnership units (22 in 1994 and 35 in 1995).

The financial statements of the Partnership are presented as if the
Partnership was formed on May 31, 1994, the date the construction loans closed.
See Note 4.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. Management estimates its available
cash together with cash generated during 1996 from improved park operations will
be sufficient to meet its cash needs for the next fiscal year assuming Banque
Nationale de Paris (the "Bank") does not request payment of debt which is
currently in default (see Note 4.) The Partnership is also attempting to
renegotiate the loan with the Bank. The financial statements do not include any
adjustments to reflect the possible future effects of the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of the Company to continue as a going
concern.

ACCOUNTING PERIOD

The Partnership's month end is the four- or five-week period ending on the
Sunday closest to the end of the month.

CASH AND CASH EQUIVALENTS

The Partnership considers all highly liquid debt instruments purchased with
an initial maturity of three months or less to be cash equivalents.

The Partnership is required to maintain compensating cash balances of
approximately $775,000 related to the construction of a pedestrian bridge and
certain other capital expenditures. In addition, the Partnership is required to
maintain compensating cash balances of approximately 3% of cumulative gross
profits related to certain other capital expenditures as part of the Banque
Nationale de Paris debt agreement covenants. The Partnership is in violation of
this covenant at September 30, 1996.

F-43
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES --(CONTINUED)
INVENTORY

Inventory is valued at the lower of cost (first-in, first-out method) or
market.

PROPERTY, PLANT AND EQUIPMENT

Additions to property, plant and equipment are recorded at cost. Contributed
assets are recorded at estimated fair market value.

Interest, including related construction loan fees, of $1,308,179 and
$954,633 has been capitalized as property and equipment for the periods ended
December 31, 1995 and 1994, respectively.

OTHER ASSETS

Capitalized loan costs are amortized over the related life of the loan.
Organization costs are amortized over 10 years while goodwill is amortized over
30 years. See also New Accounting Standards.

ADVERTISING

The Partnership expenses advertising costs as incurred.

DEPRECIATION AND AMORTIZATION

The provision for depreciation and amortization of property, plant and
equipment, and other assets is computed using the straight-line method based
upon the estimated useful lives of the applicable assets, ranging from three to
thirty years.

DEFERRED INCOME

Deferred income consists of advance ticket sales and deposits and prepaid
sponsorship contracts. Income is recognized on advance ticket sales and
sponsorship contracts during the operating season for which the tickets were
sold, and over the term of the related sponsorship contract, respectively.

INCOME TAXES

No provision for the payment or refund of income taxes has been made in the
accompanying financial statements since the partners report their distributive
share of partnership taxable income or loss in their respective income tax
returns.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership's financial instruments consist of cash, accounts
receivable, accounts payable, and long-term debt. The carrying values of these
assets and liabilities approximate fair value.

F-44
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES --(CONTINUED)
NEW ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board issued Statement No.
121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF. The Statement prescribes the accounting for the
impairment of long-lived assets, such as property, plant, and equipment, and
requires assets to be recorded at the lower of the assets' carrying amount or
fair value when events or circumstances indicate that an impairment may exist.
The Partnership implemented the statement on January 1, 1996. Based upon the
agreement for the sale of a majority of the Partnership's assets entered into on
September 23, 1996 (see Note 2), the Partnership has recorded an impairment loss
of $8,000,000 for the nine months ended September 30, 1996.

INTERIM FINANCIAL STATEMENTS

The unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form S-2 and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine-month period ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1996.

NOTE 2: AGREEMENT FOR THE SALE OF A MAJORITY OF THE PARTNERSHIP'S ASSETS

On September 23, 1996, the Partnership entered into a sales agreement with
Premier Parks, Inc. for the sale of the majority of its assets, effective
October 31, 1996. The purchase price for such assets is to be $62,500,000,
subject to certain modifications as defined.

The net book value of the assets to be sold under this agreement is as
follows as of September 30, 1996:

<TABLE>
<CAPTION>
NET BOOK VALUE
--------------
<S> <C>
Property, plant and equipment................................................. $ 57,727,850
Inventory..................................................................... 860,025
Goodwill...................................................................... 1,000,000
--------------
$ 59,587,875
--------------
--------------
</TABLE>

The calculation of the asset impairment reserve as of September 30, 1996 is
as follows:

<TABLE>
<S> <C>
Net book value of assets to be sold............................ $59,587,875
Net book value of other related assets......................... 8,629,131
----------
68,217,006
Expected proceeds.............................................. 60,217,006
----------
Asset impairment reserve....................................... $8,000,000
----------
----------
</TABLE>

F-45
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 2: AGREEMENT FOR THE SALE OF A MAJORITY OF THE PARTNERSHIP'S ASSETS
- --(CONTINUED)
RECLASSIFICATIONS

Certain 1994 and 1995 amounts have been reclassified to conform with the
1996 presentation. These reclassifications had no effect on net income.

NOTE 3: GRANT

In connection with the construction of the new park, the Partnership
received a grant from the Denver Urban Renewal Authority ("DURA") for at least
$8,700,000 of which $6,856,313 was received in 1994 and $1,750,484 was received
in 1995 for a total of $8,606,797. The funds are for construction of the
infrastructure benefiting the site for the new park, including acquisition of
land, roads, fencing, sewer, water and storm drainage systems, and the addition
of landfill and grading. The grant was funded by DURA through proceeds from tax
increment financing bonds. The bonds are not the obligation of the Partnership.
In connection with the bonds, Hensel Phelps Construction Company (Hensel Phelps)
has provided a $1,160,989 letter of credit benefiting DURA as a credit
enhancement for the bonds. As consideration for the grant, the Partnership has
agreed not to appeal or otherwise contest any property tax assessment levied by
the City and County of Denver upon real or personal property to the extent such
appeal or contest would have the effect of reducing the assessment below debt
service coverage of the bonds. The Partnership is also restricted on transfer of
property or relocation of the park.

During the time any bonds are outstanding (original maturity dates of
September 1, 2011 and 2017), the Partnership is required to pay DURA $2 per
person entering the park for attendance exceeding the projected attendance in
the original grant agreement. However, no payment is due until after repayment
of certain permanent financing as defined in the grant agreement. No payments
were made in 1994 or 1995. Until the earlier of June 15, 2003, or an initial
public offering ("IPO") (the proceeds of which are used to refinance debt or
redeem limited partnership interests), if there is a sale or refinancing of the
property or if specified partnership units are sold, the net proceeds therefrom
received or deemed to be received by the partners are subject to a participation
interest due to DURA equal to up to 4.2% for the general and its affiliated
limited partners and 1% for all other limited partners. The Partnership also is
required to pay DURA 4.2% of the value of the general and its affiliated limited
partners' equity and 1% of the value of all other limited partners' equity of
net proceeds from any IPO.

Proceeds from the grant have been recorded as a reduction of property, plant
and equipment.

NOTE 4: LONG-TERM DEBT

The Partnership's debt consists of the following at December 31:

<TABLE>
<CAPTION>
1995 1994
------------- ------------
<S> <C> <C>
Loan from bank, in default........................................................... $ 27,000,000 $ --
Section 108 loan from the City and County of Denver.................................. 7,000,000 5,276,600
Loan from related party, in default.................................................. 10,000,000 --
------------- ------------
44,000,000 5,276,600
Less current portion of long-term debt, including debt in default.................... 37,300,000 --
------------- ------------
Long-term portion of long-term debt.................................................. $ 6,700,000 $ 5,276,600
------------- ------------
------------- ------------
</TABLE>

F-46
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 4: LONG-TERM DEBT --(CONTINUED)
In June 1995, the Partnership obtained a loan from Banque Nationale de
Paris, which is secured by substantially all of the assets of the Partnership.
The loan has a fixed and variable rate, the combined of which is not to exceed
8.68% (7.59% at December 31, 1995), and interest is payable on a quarterly
basis. The principal will amortize quarterly over a 10-year period. Principal
payments are due quarterly beginning in December 1995. The Partnership was in
violation of one of the loan covenants of the debt agreement at December 31,
1995 and September 30, 1996. As a result, the total amount of the loan is in
default and due upon demand by the Bank. The entire balance of the loan is
recorded as a current liability on the September 30, 1996 and December 31, 1995
balance sheets.

The loan from the City and County of Denver was obtained from the United
States Department of Housing and Urban Development ("HUD") pursuant to Section
108 of Title I of the Housing and Community Development Act of 1974. The
interest rate is 1.2% above the LIBOR rate (6.544% at December 31, 1995) and is
payable quarterly in arrears. The loan is secured by a third deed of trust on
the park, a first deed of trust on the old park property owned by Chilcott,
guarantees from Chilcott and the president of Chilcott, and a $1,000,000
guarantee from Hensel Phelps available until approximately June 1996. The
principal will amortize quarterly over a 10-year period. Principal payments are
to be made quarterly commencing in November 1996; however, the first quarterly
interest payment became due in July 1995. Interest payments for both 1995 and
1996 were advanced to the Partnership by the general partner. These advances are
recorded as a payable to the general partner on the September 30, 1996 and
December 31, 1995 balance sheets.

During 1994, Hensel Phelps issued construction loans of $5,000,000 to the
Partnership. Hensel Phelps issued a replacement loan to the Partnership in June
1995 in the amount of $10,000,000, of which $2,500,000 was immediately assigned
to Total Petroleum, Inc. ("Total"). Principal and interest are payable in 120
monthly installments beginning in July 1995 for each of the loans. No principal
or interest has been paid on either of the two loans as of December 31, 1995 or
September 30, 1996, and both loans are in default and due upon demand by Hensel
Phelps and Total. Consequently, the Partnership has accrued interest at default
rates of 13% for Hensel Phelps and 14% for Total as provided in the loan
agreement, as well as a 5% late fee on all principal and interest charges due.
The loans are recorded as current liabilities on the September 30, 1996 and
December 31, 1995, balance sheets.

Future minimum payments under long-term debt, including accelerated
principal payments as a result of defaults, are summarized as follows at
December 31, 1995:

<TABLE>
<S> <C>
1996........................................................... $37,300,000
1997........................................................... 600,000
1998........................................................... 600,000
1999........................................................... 600,000
2000........................................................... 600,000
Thereafter..................................................... 4,300,000
----------
$44,000,000
----------
----------
</TABLE>

Interest payments totaled $1,993,680, $389,333, $1,165,514 and $0 for the
periods ended December 31, 1995 and 1994, and the nine months ended September
30, 1996 and 1995, respectively.

F-47
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 5: CONSTRUCTION LOANS

In 1994, the Partnership had a construction loan for $28,265,000, bearing
interest at one percentage point above the bank's prime rate. Interest was
payable monthly in arrears. At December 31, 1994, $6,878,984 was outstanding.
Substantially all of the Partnership s accounts payable at December 31, 1994,
were satisfied by additional draws on the construction loan in 1995. The loan
was secured by substantially all of the assets of the Partnership and was
guaranteed by Chilcott and the president of Chilcott. Hensel Phelps also
guaranteed completion of the park. Hensel Phelps issued irrevocable letters of
credit totaling approximately $3,000,000 benefiting the bank as a deposit for a
debt reserve required for permanent financing and an approximate $590,000
working capital line of credit for the Partnership's use. Proceeds from the loan
with the Bank (see Note 4) were used to retire the construction loan.

NOTE 6: REVOLVING LINE OF CREDIT

On March 28, 1996, the Partnership entered into a Revolving Loan Agreement
(the "Agreement") with Hensel Phelps and Ascent Arena Corporation (both limited
partners). The terms of the Agreement allow for the Partnership to make weekly
draws to help fund operating expenditures up to a total of $3,000,000. Interest
is payable monthly on all outstanding draws at the prime rate plus 1% (8.58% at
September 1, 1996). The Agreement expires on December 31, 1996. There are no
amounts outstanding as of September 30, 1996.

On October 1, 1996, the Company made a draw of $857,000 to pay principal and
interest due on the bank loan.

NOTE 7: RELATED PARTY TRANSACTIONS

In 1994, the Partnership contracted with Hensel Phelps to construct the new
park, resulting in expenditures of $31,413,816 and $20,972,824 for the periods
ended December 31, 1995 and 1994, respectively, including reimbursed costs and
interest on construction loans from Hensel Phelps. In addition, the Partnership
has obtained a loan from Hensel Phelps (see Note 4).

Amounts payable to the general partner as of December 31, 1995 and September
30, 1996, include interest payments made on behalf of the Partnership to the
City and County of Denver (see Note 4). Amounts payable to the general partner
as of December 31, 1994, principally consist of reimbursable general and
administrative expenses incurred by Chilcott on behalf of the Partnership.

In conjunction with the limited partnership agreement, the Partnership has
agreed to pay Chilcott a fee for managing the Partnership equal to 1% of the
Partnership's annual gross profit. Management fees of $171,551 were incurred in
1995.

During 1995, Comsat Video Enterprises and The Anschutz Corporation
(collectively "C/A") purchased 29 limited partner units of the Partnership in
conjunction with an agreement which C/A, Chilcott, and Hensel Phelps entered
into during 1994, guaranteeing the purchase of equity by C/A. Chilcott
transferred two units to each member of C/A, as limited partner units, in
consideration for the guarantee. The agreement also gives C/A the right, for a
period of one year after the official opening of the park, to purchase
partnership units at the original price of $250,000 per unit up to 50% ownership
in the Partnership. In addition, C/A has been granted use of parking facilities
for 10 years when the amusement park is either closed or not using the parking.
Conversely, if C/A builds an arena, the Partnership will have use of the arena
parking when the arena is not using its parking. At the request of C/A, the
Partnership will construct a pedestrian bridge linking the respective parking
lots, sharing the costs equally with C/A.

F-48
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 7: RELATED PARTY TRANSACTIONS --(CONTINUED)
Finally, the Partnership will designate a rent-free area of not less than .5
acre within the park for C/A to locate an exhibit.

During 1996, the Partnership entered into a capital lease agreement with one
of its limited partners, Hensel Phelps, whereby Hensel Phelps would develop and
build a new attraction, the Skycoaster, on behalf of the Partnership. The
Partnership is required to pay the greater of Hensel Phelps' cost plus a 30%
return on investment or 75% of all revenues that are generated by the
Skycoaster, as defined, through May 1998. The capital lease obligation will be
paid on the same revenue share basis as discussed above and is anticipated to be
paid by May 1998. The Partnership paid approximately $288,000 to Hensel Phelps
under the capital lease obligation for the nine months ended September 30, 1996.

NOTE 8: PROFIT-SHARING PLAN

The Partnership participates in Chilcott's profit-sharing plan, which
qualifies under Section 401(k) of the Internal Revenue Code. It covers all
full-time employees who have reached the age of 21 and have completed one year
of service. A participant may elect to defer up to 20% of compensation to a
maximum determined annually by the Internal Revenue Service ($9,240 in 1995).
The Company contributes a percentage for every dollar deferred limited to 5% of
the employee's compensation (the percentage is set at the beginning of each plan
year by the Company). There were no Company contributions during 1995 or 1996.
Participant contributions are fully vested. Employer contributions vest over 7
years as follows: 0-3 years of service, 0%; 3 years, 20%; 4 years, 40%; 5 years,
60%; 6 years, 80%; 7 years, 100%. In the event of employee death or disability,
employer contributions become fully vested.

NOTE 9: COMMITMENTS AND CONTINGENCIES

ALLOCATION AGREEMENT--ENVIRONMENTAL REMEDIATION

In January 1993, Chilcott, Trillium Corporation, and Public Service Company
of Colorado entered into an agreement regarding allocation of environmental
remediation costs to prepare the site for the new park. The agreement required
Trillium Corporation to place $1,800,000 in escrow for any required
environmental remediation costs, excluding costs for ground water monitoring and
certain other incidental costs for which the Partnership is responsible.
Approximately $1,400,000 has been expended through December 31, 1995 and
September 30, 1996, and the remaining $400,000 was returned to Trillium. In the
event that additional costs are incurred, Trillium is liable for additional
costs up to $400,000 (for a total of $1,800,000), and the Partnership is liable
for 50% of the next $200,000 between $1,800,000 and $2,000,000 with Trillium
being liable for the remaining 50%, none of which has been expended through 1995
or September 30, 1996. Should further costs be incurred beyond $2,000,000,
Public Service becomes responsible.

CONTINGENCIES

The Partnership is subject to various environmental laws and regulations of
federal and state agencies. Management believes it is in substantial compliance
with environmental laws and the ultimate resolution of any claims or legal
proceedings instituted against it will not have a material adverse effect on the
Partnership's financial position.

F-49
<PAGE>
ELITCH GARDENS COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 9: COMMITMENTS AND CONTINGENCIES --(CONTINUED)
The Company is involved in various legal actions arising in the normal
course of business. In the opinion of management, the Company's liability, if
any, in these pending actions would not have a material adverse effect on the
financial position of the Company.

SUBSEQUENT EVENTS

In October 1996, the Partnership was named the defendant in a lawsuit filed
by a contractor who was injured while working on a project for the Partnership
and is claiming that the Partnership was negligent and demonstrated willful and
wanton misconduct. The contractor is seeking punitive and exemplary damages for
approximately $2,000,000 plus additional unspecified damages, interest and costs
of the suit. Management believes the claim is without merit and, as such, these
financial statements do not contain any provision for potential loss relating to
this claim.

In October 1996, the Partnership was named the defendant in a lawsuit filed
by an individual who is seeking damages arising from a claim of bodily injury
obtained at the Partnership's amusement park. The amount of the claim is unknown
and the Partnership has not been able to determine if the claim is with or
without merit. Accordingly, these financial statements do not contain any
provision for potential loss relating to this claim.

F-50
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Boards of Directors and Stockholder
Storytown, USA, Inc.
Fantasy Rides, Inc.:

We have audited the accompanying balance sheets of The Great Escape as of
October 31, 1995 and 1994, and the related statements of operations,
stockholder's equity, and cash flows for the years then ended (as defined in
note 1 to the financial statements). These financial statements are the
responsibility of The Great Escape's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Great Escape as of
October 31, 1995 and 1994, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
October 11, 1996

F-51
<PAGE>
THE GREAT ESCAPE

BALANCE SHEETS

<TABLE>
<CAPTION>
OCTOBER 31,
-------------------------------- SEPTEMBER 30, 1996
1994 1995 ------------------
--------------- --------------- (UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................ $ 94,000 $ 66,000 $ 569,000
Accounts receivable...................................... 134,000 62,000 265,000
Inventories.............................................. 188,000 221,000 94,000
Prepaid expenses......................................... 179,000 100,000 92,000
--------------- --------------- ------------------
Total current assets................................. 595,000 449,000 1,020,000
--------------- --------------- ------------------
Other assets-principally deferred financing costs.......... 342,000 300,000 63,000
Property and equipment, at cost............................ 15,913,000 17,529,000 17,827,000
Less accumulated depreciation............................ 1,523,000 2,512,000 3,831,000
--------------- --------------- ------------------
14,390,000 15,017,000 13,996,000
--------------- --------------- ------------------
Total assets......................................... $ 15,327,000 $ 15,766,000 $ 15,079,000
--------------- --------------- ------------------
--------------- --------------- ------------------

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses.................... $ 306,000 $ 566,000 $ 607,000
Current portion of long-term debt........................ 1,200,000 1,200,000 1,200,000
--------------- --------------- ------------------
Total current liabilities............................ 1,506,000 1,766,000 1,807,000
--------------- --------------- ------------------
Long-term debt............................................. 7,400,000 4,800,000 1,600,000
Advances from affiliates................................... 3,321,000 2,788,000 3,782,000
--------------- --------------- ------------------
Total liabilities.................................... 12,227,000 9,354,000 7,189,000
--------------- --------------- ------------------
Stockholder's equity....................................... 3,100,000 6,412,000 7,890,000
--------------- --------------- ------------------
Total liabilities and stockholder's equity........... $ 15,327,000 $ 15,766,000 $ 15,079,000
--------------- --------------- ------------------
--------------- --------------- ------------------
</TABLE>

See accompanying notes to financial statements.

F-52
<PAGE>
THE GREAT ESCAPE

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
ELEVEN MONTHS ENDED
YEARS ENDED OCTOBER 31, SEPTEMBER 30,
--------------------------- ---------------------------
1994 1995 1995 1996
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
(UNAUDITED)
Revenue:
Theme park admissions................................ $ 7,740,000 $ 8,503,000 $ 8,515,000 $ 8,938,000
Theme park food, merchandise, and other.............. 5,581,000 5,857,000 5,843,000 6,132,000
------------ ------------- ------------ -------------
Total revenue.................................... 13,321,000 14,360,000 14,358,000 15,070,000
------------ ------------- ------------ -------------
Operating costs and expenses:
Operating expenses................................... 4,442,000 4,702,000 4,477,000 4,610,000
Selling, general and administrative.................. 1,985,000 2,001,000 1,794,000 2,770,000
Costs of products sold............................... 1,610,000 1,701,000 1,715,000 1,824,000
Depreciation and amortization........................ 849,000 1,018,000 951,000 1,319,000
------------ ------------- ------------ -------------
Total operating costs and expenses............... 8,886,000 9,422,000 8,937,000 10,523,000
------------ ------------- ------------ -------------
Income from operations........................... 4,435,000 4,938,000 5,421,000 4,547,000
Interest expense, net.................................. (960,000) (964,000) (829,000) (821,000)
------------ ------------- ------------ -------------
Income before income taxes........................... 3,475,000 3,974,000 4,592,000 3,726,000
Income tax expense..................................... 10,000 34,000 39,000 40,000
------------ ------------- ------------ -------------
Net income....................................... $ 3,465,000 $ 3,940,000 $ 4,553,000 $ 3,686,000
------------ ------------- ------------ -------------
------------ ------------- ------------ -------------
</TABLE>

See accompanying notes to financial statements.

F-53
<PAGE>
THE GREAT ESCAPE

STATEMENTS OF STOCKHOLDER'S EQUITY

YEARS ENDED OCTOBER 31, 1995 AND 1994 AND

ELEVEN MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED)

<TABLE>
<S> <C>
Balance at October 31, 1993..................................................... $ 166,000
Net income...................................................................... 3,465,000
Distributions to stockholder.................................................... (531,000)
----------
Balance at October 31, 1994..................................................... 3,100,000
Net income...................................................................... 3,940,000
Distributions to stockholder.................................................... (628,000)
----------
Balance at October 31, 1995..................................................... 6,412,000
Net income...................................................................... 3,686,000
Distributions to stockholder.................................................... (2,208,000)
----------
Balance at September 30, 1996 (Unaudited)....................................... $7,890,000
----------
----------
</TABLE>

See accompanying notes to financial statements.

F-54
<PAGE>
THE GREAT ESCAPE

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
ELEVEN MONTHS ENDED
YEARS ENDED OCTOBER 31, SEPTEMBER 30,
---------------------------- ----------------------------
1994 1995 1995 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Cash flows from operating activities:
Net income.......................................... $ 3,465,000 $ 3,940,000 $ 4,553,000 $ 3,686,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization..................... 849,000 1,018,000 951,000 1,319,000
Amortization of discount on debt issuance costs... 42,000 42,000 39,000 239,000
(Increase) decrease in accounts receivable........ (98,000) 72,000 (166,000) (203,000)
(Increase) decrease in inventories and prepaid
expenses........................................ (71,000) 46,000 (13,000) 133,000
Increase (decrease) in accounts payable and
accrued expenses................................ (209,000) 260,000 331,000 41,000
------------- ------------- ------------- -------------
Total adjustments............................... 513,000 1,438,000 1,142,000 1,529,000
------------- ------------- ------------- -------------
Net cash provided by operating activities....... 3,978,000 5,378,000 5,695,000 5,215,000
------------- ------------- ------------- -------------
Cash flows from investing activities--additions to
property and equipment.............................. (2,284,000) (1,645,000) (1,615,000) (298,000)
------------- ------------- ------------- -------------
Cash flows from financing activities:
Repayment of debt................................... (2,316,000) (2,600,000) (2,600,000) (3,200,000)
Advances from (payments to) affiliates, net......... 1,098,000 (533,000) (604,000) 994,000
Distributions to stockholder........................ (531,000) (628,000) (628,000) (2,208,000)
------------- ------------- ------------- -------------
Net cash used in financing activities........... (1,749,000) (3,761,000) (3,832,000) (4,414,000)
------------- ------------- ------------- -------------
Increase (decrease) in cash and cash
equivalents..................................... (55,000) (28,000) 248,000 503,000
Cash and cash equivalents at beginning of period...... 149,000 94,000 94,000 66,000
------------- ------------- ------------- -------------
Cash and cash equivalents at end of period............ $ 94,000 $ 66,000 $ 342,000 $ 569,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Supplementary cash flow information:
Cash paid for interest.............................. $ 912,000 $ 922,000 $ 797,000 $ 783,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Cash paid for income taxes.......................... $ 10,000 $ 34,000 $ 39,000 $ 40,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

See accompanying notes to financial statements.

F-55
<PAGE>
THE GREAT ESCAPE

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1995 AND 1994
(INFORMATION AS OF SEPTEMBER 30, 1996 AND FOR
THE ELEVEN MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

NOTE 1: SUMMARY OF SIGNIFICANT POLICIES

DESCRIPTION OF BUSINESS

The accompanying financial statements present the assets and liabilities and
results of operations of The Great Escape (the Park), a theme park located in
Lake George, New York, owned by Storytown USA, Inc. (Storytown) and Fantasy
Rides, Inc. (Fantasy) and subject to an asset sale agreement (Agreement) with
Premier Parks Inc. (Premier) (See Note 6). Nontheme park assets and liabilities
and operations of Storytown are not subject to the Agreement and have been
excluded from the accompanying financial statements. An individual stockholder
wholly owns both Storytown and Fantasy. The combined equity of Storytown and
Fantasy relating to the theme park subject to the Agreement is reflected as
stockholder's equity in the accompanying financial statements.

BASIS OF PRESENTATION

The Park accounting policies reflect industry practices and conform to
generally accepted accounting principles.

In the opinion of management, the accompanying unaudited consolidated
financial statements as of September 30, 1996 and for the eleven months ended
September 30, 1995 and 1996, reflect all adjustments (all of which were normal
and recurring) which, in the opinion of management, are necessary for fair
statement of the financial position and results of operations for the interim
periods presented. The results of operations for the eleven month period ended
September 30, 1996 are not indicative of the results to be expected for the full
year. The Park's business is highly seasonal. The great majority of the Park's
revenue is collected during the summer while operating expenditures are incurred
throughout the year. Accordingly, the Park historically incurs a net loss for
the last fiscal month.

CASH EQUIVALENTS

For purposes of the statements of cash flows, the Park considers all highly
liquid debt instruments with original maturities of three months or less to be
cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost (determined by first in, first
out method) or market and consist of products for resale including merchandise
and food and miscellaneous supplies including repair parts for rides.

ADVERTISING COSTS

F-56
<PAGE>
THE GREAT ESCAPE

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 1: SUMMARY OF SIGNIFICANT POLICIES --(CONTINUED)
DEFERRED FINANCING COSTS

The Park capitalizes all costs related to the issuance of debt with such
costs included in other assets in the accompanying balance sheets. The
amortization of such costs is recognized as interest expense under a method
approximating the interest method over the life of the respective debt issue.

DEPRECIATION AND AMORTIZATION

Buildings and improvements are depreciated over their estimated useful lives
of approximately 15-40 years by use of the straight-line method. Furniture and
equipment are depreciated using the straight-line method over 10-15 years. Rides
and attractions are depreciated using the straight-line method over 10-15 years.

INTEREST EXPENSE

Interest on notes payable is recognized as expense on the basis of stated
interest rates. Total interest expense incurred was $971,000, $969,000, $836,000
and $827,000 in the years ended October 31, 1995 and 1994, and periods ended
September 30, 1996 and 1995, respectively. Interest expense in the accompanying
statements of operations is shown net of interest income.

INCOME TAXES

Storytown and Fantasy, with the consent of their sole stockholder, have
elected under the Internal Revenue Code to be treated as "S" corporations. In
lieu of corporation federal income taxes, the individual stockholder of
Storytown and Fantasy is taxed on the Park's taxable income and/or losses.
Therefore, no provision or liability for federal income taxes has been included
in these financial statements. Provision for New York state income tax has been
made in accordance with the state's tax law for S corporations.

USE OF ESTIMATES

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

The recorded amounts for cash and cash equivalents, accounts receivable, and
accounts payable and accrued expenses approximate fair value because of the
short maturity of these financial instruments. The fair value of the Park's
long-term debt approximates the recorded amounts due to the variable interest
rate on the debt. The fair value of the Park's advances from affiliates has not
been estimated as there are no prescribed repayment terms.

F-57
<PAGE>
THE GREAT ESCAPE

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, at cost, consists of the following:

<TABLE>
<CAPTION>
OCTOBER 31,
---------------------------- SEPTEMBER 30,
1995 1994 1996
------------- ------------- -------------
<S> <C> <C> <C>
Land............................................ $ 1,960,000 $ 1,960,000 $ 1,960,000
Buildings and improvements...................... 2,345,000 2,345,000 2,345,000
Rides and attractions........................... 13,224,000 11,608,000 13,522,000
------------- ------------- -------------
Total....................................... $ 17,529,000 $ 15,913,000 $ 17,827,000
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

NOTE 4: LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
OCTOBER 31,
-------------------------- SEPTEMBER 30,
1995 1994 1996
------------ ------------ -------------
<S> <C> <C> <C>
Note payable to bank, due in principal payments of
$400,000, payable in August, September, and
October each year, which coincides with the
Park's operating season. Interest is payable
monthly on the unpaid principal balance at the
prime rate plus 1.25% (10.25% at October 31,
1995 and 9% at October 31, 1994). The note is
secured by personal property and a mortgage on
the real property. Additionally, the sole
stockholder has personally guaranteed this
obligation. Final payment is due October 2002.
Principal payments have been made which have
served to shorten the note term................. $ 6,000,000 $ 8,600,000 $ 2,800,000
------------ ------------ -------------
6,000,000 8,600,000 2,800,000
Less current portion.............................. 1,200,000 1,200,000 1,200,000
------------ ------------ -------------
Long-term debt.................................... $ 4,800,000 $ 7,400,000 $ 1,600,000
-------------
------------ ------------ -------------
------------ ------------
</TABLE>

F-58
<PAGE>
THE GREAT ESCAPE

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 4: LONG-TERM DEBT --(CONTINUED)
Annual maturities of long-term debt during the five years subsequent to
October 31, 1995, are as follows:

NOTE 5: RELATED PARTY TRANSACTIONS

The Park has certain shared service arrangements with several of its
affiliates, including payment of payroll, insurance, and other administrative
expenses. Amounts are allocated to affiliates based upon level of utilization or
coverage. Additionally, the Park has been advanced cash by certain of the
affiliates. The payments made by the Park for the benefit of its affiliates
reduce amounts owed by the Park to the affiliates. Interest expense is
recognized on the advances from affiliates using interest rates similar to the
Park's bank indebtedness. Interest expense from affiliates during the years
ended October 31, 1995 and 1994 and the eleven months ended September 30, 1995
and 1996 was $158,000, $207,000, $119,000, and $121,000, respectively. The
advances from affiliates have no prescribed repayment terms and are reflected as
noncurrent liabilities in the accompanying financial statements.

NOTE 6: SUBSEQUENT EVENT

On August 23, 1996, the stockholder of Storytown and Fantasy reached the
Agreement with Premier to sell all of the real estate, inventory, prepaid items,
theme park property and equipment, and supplies for approximately $33,000,000 in
cash. Certain of the proceeds from the sale will be used to satisfy the long-
term debt outstanding as of the closing date. As specified in the Agreement, the
closing date will be before December 10, 1996.

F-59
<PAGE>
INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and
Stockholders of FRE, Inc.
Sacramento, California

We have audited the accompanying balance sheet of FRE, Inc. as of December
31, 1995 and December 31, 1994, and the related statements of income, retained
earnings, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of FRE, Inc. as of December 31,
1995 and December 31, 1994 and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

Nelson & Company

Gold River, California
March 21, 1996

F-60
<PAGE>
FRE, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------ -------------
1994 1995 1996
----------- ----------- -------------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash................................................................ $ 66,832 $ 10,403 $ --
Advances to Affiliates.............................................. 0 321,760 456,594
Accounts receivable................................................. 18,984 16,330 45,469
Inventory........................................................... 68,570 73,214 77,850
Prepaid expenses.................................................... 0 56,476 139,134
Franchise tax receivable............................................ 6,200 0 --
Notes receivable--current (Note 5).................................. 90,000 401,517
----------- ----------- -------------
Total Current Assets............................................ 250,586 879,700 719,047
----------- ----------- -------------
Property and Equipment, at Cost
Park assets......................................................... 6,934,661 7,424,971 8,524,906
Office and administrative assets.................................... 32,238 42,820 42,820
----------- ----------- -------------
6,966,899 7,467,791 8,567,726
Allowance for depreciation.......................................... (2,235,051) (2,784,024) (3,283,647)
----------- ----------- -------------
4,731,848 4,683,767 5,284,079
----------- ----------- -------------
Other Assets
Investment in CEC (Note 6).......................................... 382,668 1,985,601 2,711,020
Notes receivable (Note 5)........................................... 90,000 0 --
Loan costs.......................................................... 39,414 39,414 35,966
Accumulated amortization............................................ (4,598) (12,481) (15,766)
Deposits............................................................ 35,624 13,895 10,309
Expansion costs..................................................... 360,559 930,645 934,540
----------- ----------- -------------
Total Other Assets.............................................. 903,667 2,957,074 3,676,069
----------- ----------- -------------
Total Assets.................................................. $ 5,886,101 $ 8,520,541 $ 9,679,195
----------- ----------- -------------
----------- ----------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bank overdraft...................................................... $ -- $ -- $ 125,600
Accounts payable.................................................... 273,503 66,663 --
Accrued payroll and payroll taxes................................... 176,571 222,761 49,304
Sales tax payable................................................... 1,158 1,939 15,615
Accrued interest payable............................................ 18,685 0 --
Franchise taxes payable............................................. 0 85,405 103,074
Other accrued expenses.............................................. 0 120,867 293,527
Deferred revenue.................................................... 4,895 2,344 --
Insurance claims reserve............................................ 93,735 133,646 154,651
Current portion long-term debt (Note 3)............................. 753,508 878,851 632,073
----------- ----------- -------------
Total Current Liabilities....................................... 1,322,055 1,512,476 1,373,844
Long-term debt due after one year (Note 3).............................. 1,788,762 2,300,000 2,000,000
----------- ----------- -------------
3,110,817 3,812,476 3,373,844
----------- ----------- -------------
Stockholders' Equity
Common stock, par value 10 cents per share, 300,000 shares
authorized, 10,000 shares issued and outstanding.................. 1,000 1,000 1,000
Class A common non-voting, par value 10 cents per share, 100,000
shares authorized, 10,000 shares issued and outstanding........... 1,000 1,000 1,000
Additional paid-in-capital.............................................. 391,710 391,710 391,710
Retained Earnings....................................................... 2,381,574 4,314,355 5,911,641
----------- ----------- -------------
2,775,284 4,708,065 6,305,351
----------- ----------- -------------
Total Liabilities and Stockholders' Equity.................... $ 5,886,101 $ 8,520,541 $ 9,679,195
----------- ----------- -------------
----------- ----------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-61
<PAGE>
FRE, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------- --------------------------
1993 1994 1995 1995 1996
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Sales
Gate admissions.......................... $ 2,661,103 $ 3,346,276 $ 3,272,068 $ 3,189,833 $ 3,362,756
Concessions and merchandise sales........ 1,187,576 1,563,204 1,518,320 1,377,446 1,691,660
Parking, rental and other income......... 706,205 1,028,074 1,020,866 770,364 772,000
Management fee income.................... -- -- 438,461 425,405 434,480
------------ ------------ ------------ ------------ ------------
4,554,884 5,937,554 6,249,715 5,763,048 6,260,896
Cost of Sales.............................. (463,019) (630,886) (632,485) (570,818) (691,001)
------------ ------------ ------------ ------------ ------------
4,091,865 5,306,886 5,617,230 5,192,230 5,569,895
------------ ------------ ------------ ------------ ------------
Operating Expenses
Advertising.............................. 188,432 247,923 257,311 248,269 300,301
Depreciation and amortization............ 521,423 555,942 556,856 428,600 511,085
Insurance and claims payments............ 158,711 200,221 193,789 147,078 145,103
Miscellaneous............................ 25,709 99,102 150,741 116,398 195,357
Payroll and related expenses............. 1,400,364 1,749,257 1,818,290 1,436,616 1,906,483
Printing and postage..................... 74,761 97,701 94,083 64,550 99,857
Professional services.................... 134,323 59,996 47,029 33,934 47,839
Rents.................................... 414,439 554,593 555,066 495,852 541,375
Repairs and maintenance.................. 244,038 305,028 287,409 224,197 177,869
Supplies................................. 40,497 18,824 56,782 34,798 100,467
Taxes and licenses....................... 62,978 107,477 109,604 77,858 85,280
Telephone and utilities.................. 167,060 198,232 220,855 199,341 185,540
Travel and entertainment................. 13,851 9,525 25,402 14,526 35,382
------------ ------------ ------------ ------------ ------------
Total Operating Expenses............... 3,446,586 4,203,831 4,373,217 3,522,017 4,331,938
------------ ------------ ------------ ------------ ------------
Income From Operations............... 645,279 1,103,055 1,244,013 1,670,213 1,237,957
------------ ------------ ------------ ------------ ------------
Other Income (Expense)
Interest income.......................... 43,489 26,895 21,081 13,253 15,140
Development fee income................... -- 91,668 183,333 183,333 --
Partnership income....................... -- -- 985,601 1,275,162 725,419
Interest expense......................... (226,838) (233,762) (287,428) (222,632) (218,230)
------------ ------------ ------------ ------------ ------------
Total Other Income (Expense)........... (183,349) (115,199) 902,587 1,249,116 522,329
------------ ------------ ------------ ------------ ------------
Income Before State Franchise Taxes........ 461,930 987,856 2,146,600 2,919,329 1,760,286
State Franchise Taxes--Current............. (800) (800) (91,605) (91,605) (163,000)
State Franchise Taxes--Deferred............ 15,882 -- -- -- --
------------ ------------ ------------ ------------ ------------
Income before extraordinary items.......... 477,012 987,056 2,054,995 2,827,724 1,597,286
Extraordinary items (Note 7)............... -- -- (122,213) -- --
------------ ------------ ------------ ------------ ------------
Net income................................. 477,012 987,056 1,932,782 2,827,724 1,597,286
Retained earnings, beginning of period..... 917,506 1,394,517 2,381,573 2,381,574 4,314,355
------------ ------------ ------------ ------------ ------------
Retained earnings, end of period........... $ 1,494,518 $ 2,381,573 $ 4,314,355 $ 5,209,928 $ 5,911,641
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-62
<PAGE>
FRE, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

NINE MONTHS ENDED SEPTEMBER 30, 1995
AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS
DECEMBER 31, ENDED SEPTEMBER 30,
---------------------------------- ----------------------
<S> <C> <C> <C> <C> <C>
1993 1994 1995 1995 1996
---------- ---------- ---------- ---------- ----------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash Flows From Operating Activities:
Net income (loss)................................ $ 477,012 $ 987,057 $1,932,782 $2,827,724 $1,597,286
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization.................. $ 512,423 345,619 556,856 428,600 511,085
Partnership income............................. -- -- (985,601) (1,275,162) (725,419)
Cash dividends................................. (100,000) -- -- -- --
Amortization of loan discount.................. (129,308) -- -- -- --
(Increase) decrease in accounts receivable..... (7,743) (19,065) (319,106) (918,840) (163,973)
(Increase) decrease in inventory............... (21,109) (22,069) (4,644) (23,157) (4,636)
(Increase) decrease in prepaid expenses........ (13,177) -- (56,476) (72,884) (82,658)
(Increase) in deposits......................... 126,133 5,208 21,729 (91,408) 3,586
Increase (decrease) in accounts payable and
accrued liabilities.......................... 61,804 238,995 (1,642) 129,344 (35,123)
Increase (decrease) in accrued interest
payable...................................... 140,000 (43,197) (18,685) (18,685) --
Increase in notes receivable................... (16,000) 140,000 (221,517) -- 401,517
Decrease in franchise taxes receivable......... (38,195) 9,800 6,200 6,200 --
Increase in income tax payable................. (15,882) -- 85,405 85,405 (17,669)
---------- ---------- ---------- ---------- ----------
Net Cash Provided By Operating Activities.... 984,958 1,680,478 995,301 1,077,128 1,483,996
---------- ---------- ---------- ---------- ----------
Cash Flows From Investing Activities:
Decrease in loan costs........................... (79,818) 170,908 -- -- 3,448
Purchase of Family Entertainment Center assets... (2,612,660) (43,435) (219,815) (158,373) (700,199)
Purchases of water park assets................... (70,202) (225,177) (281,077) (231,560) (372,575)
Expansion costs.................................. -- (360,559) (570,086) (373,716) (3,895)
Investment in CEC................................ -- (382,668) (617,332) (617,332) --
---------- ---------- ---------- ---------- ----------
Net Cash Used By Investing Activities........ (2,762,680) (840,931) (1,688,310) (1,380,981) (1,073,221)
---------- ---------- ---------- ---------- ----------
Cash Flows From Financing Activities:
Proceeds from revolving line of credit and
long-term borrowings........................... 3,297,291 2,508,762 1,092,963 1,568,841 2,571,979
Principal payments on revolving line of credit
and long-term borrowings....................... (1,502,975) (3,310,102) (456,382) (718,476) (3,118,757)
---------- ---------- ---------- ---------- ----------
Net Cash Provided By Financing Activities.... 1,794,316 (801,340) 636,581 850,365 (546,778)
---------- ---------- ---------- ---------- ----------
Net Increase (Decrease) in Cash.................... 16,594 38,207 (56,428) 546,512 (136,003)
Cash at Beginning of Year.......................... 12,030 28,624 66,831 66,831 10,403
---------- ---------- ---------- ---------- ----------
Cash at End of Year................................ $ 28,624 $ 66,831 $ 10,403 $ 613,343 $ (125,600)
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the period for:

<TABLE>
<S> <C> <C> <C> <C> <C>
Interest........................................... $ 165,034 $ 276,959 $ 312,657 $ 241,312 $ 218,230
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Income taxes....................................... $ 800 $ 800 $ 800 $ 800 $ 91,531
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>

DISCLOSURE OF ACCOUNTING POLICY

For purposes of the statement of cash flows, the Company considers all
highly-liquid debt instruments, purchased with a maturity of three months or
less, to be cash equivalents.

The accompanying notes are an integral part of
these financial statements.

F-63
<PAGE>
FRE, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
(INFORMATION AS OF SEPTEMBER 30, 1996 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

FRE, Inc. dba, Waterworld U.S.A., (Company) was incorporated in the state of
Missouri on April 14, 1986. The Company owns and operates a water park and a
family entertainment center in Sacramento, California.

INVENTORY

Inventory consists of finished goods and food held for resale, and is stated
at the lower of cost or market using a first-in, first-out convention.

FIXED ASSETS

Fixed assets are recorded at cost. It is the policy of management to provide
for depreciation over the lesser of the useful lives of the assets or the
remaining life of the operating lease. Straight line and accelerated
depreciation methods consistent with generally accepted accounting principles
are used. In determining depreciation for income tax purposes, the Company uses
the accelerated cost recovery system and the modified accelerated cost recovery
system.

INCOME TAXES

The stockholders of the Company have elected to be taxed as an S Corporation
for federal income tax purposes. No federal income taxes are paid by the
Company. The income or loss is reflected on the income tax returns of the
stockholders with any resultant income tax liabilities borne by them.

The Company has not elected to be taxed as an S Corporation in California.
Accordingly, it is subject to state franchise taxes based on taxable income.
Therefore, when appropriate, deferred income taxes are provided for differences
between financial statement and income tax reporting, principally from differing
depreciation methods utilized for franchise tax purposes. Franchise taxes paid
through December 31, 1995 were $6,200.

USE OF ESTIMATES

The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.

BASIS OF PRESENTATION

The Company's accounting policies reflect industry practices and conform to
generally accepted accounting principles.

F-64
<PAGE>
FRE, INC.

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --(CONTINUED)
In the opinion of management, the accompanying unaudited consolidated
financial statements as of September 30, 1996 and for the nine months ended
September 30, 1995 and 1996, reflect all adjustments (all of which were normal
and recurring) which, in the opinion of management, are necessary for fair
statement of the financial position and results of operations for the interim
periods presented. The results of operations for the nine month period ended
September 30, 1996 are not indicative of the results to be expected for the full
year. The Company's business is highly seasonal. The great majority of the
Company's revenue is collected during the summer while operating expenditures
are incurred throughout the year.

NOTE 2: LEASE COMMITMENTS

The Company's original lease with the state of California, dated May 23,
1986, was amended October 14, 1994. The lease term was extended until December
31, 2011.

In part, the amendments provide for modifications in rent formulas and
capital improvement requirements to the water park. In addition, the lease
provides for rent formulas and capital improvement requirements to the family
entertainment center.

The rent formulas and capital improvement requirements are stated separately
for the water park and entertainment center.

WATER PARK--RENT FORMULA

For operating seasons through 2004 the greater of:

1) The sum of:

a) Eight percent (8%) of the general gross revenues under four
million dollars ($4,000,000) for the operating season; plus

b) Ten percent (10%) of the general gross revenues in excess of four
million dollars ($4,000,000) for the operating season; plus

c) Ten percent (10%) of the gross food revenues for the operating
season,

2) Two hundred thousand dollars ($200,000).

For operating seasons 2005-2011 the greater of:

1) The sum of:

a) Ten percent (10%) of the general gross revenues for the operating
season; plus

b) Ten percent (10%) of the gross food revenues for the operating
season,

2) Two hundred thousand dollars ($200,000)

F-65
<PAGE>
FRE, INC.

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 2: LEASE COMMITMENTS --(CONTINUED)
FAMILY ENTERTAINMENT CENTER--RENT FORMULA

For the operating seasons 1996-2011 the greater of:

1) The sum of:

a) Eight percent (8%) of the general gross revenues under one million
five hundred thousand dollars ($1,500,000) for the operating season; plus

b) Ten percent (10%) of the general gross revenues above one million
five hundred thousand dollars ($1,500,000) for the operating season; plus

c) Ten percent (10%) of the gross food revenues for the operating
season,

If the cumulative gross revenues for all years of operation exceed sixteen
million dollars ($16,000,000), the formula will be adjusted and rent to be the
sum of:

a) Fifteen percent (15%) of the general gross revenues for the
operating season; plus

b) Seventeen percent (17%) of the gross food revenues for the
operating season, or

2) One hundred thousand ($100,000).

Future minimum lease payments on the Sacramento lease are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31 AMOUNT
------------- ------------
<S> <C>
1996.......................................................................... $ 300,000
1997.......................................................................... 300,000
1998.......................................................................... 300,000
1999.......................................................................... 300,000
2000.......................................................................... 300,000
Thereafter.................................................................... 3,300,000
------------
$ 4,800,000
------------
------------
</TABLE>

CAPITAL IMPROVEMENTS

The lease provides for capital improvement requirements for the water park
and recreation center during the lease term.

WATER PARK

The water park's minimum capital improvements are to be the lower of the
following:

a) The higher of one hundred fifty thousand dollars (150,000) or five
percent (5%) of the gross revenues in the year preceding the year in which
improvements are carried out, or

b) $121,000, or

c) An amount which, when added to capital expenditures during the three
preceding years, would aggregate to the total minimum capital expenditures
required for those four years.

F-66
<PAGE>
FRE, INC.

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 2: LEASE COMMITMENTS --(CONTINUED)
FAMILY ENTERTAINMENT CENTER

The family recreation center's minimum capital improvements are to be the
lower of the following:

a) The higher of twenty five thousand dollars ($25,000) or one percent
(1%) of the gross revenues in the year preceding the year in which
improvements are carried out, or

b) An amount which, when added to capital expenditures during the two
preceding years, would aggregate to the total minimum capital expenditures
required for those three years.

The Company satisfied the capital improvement requirements for the year
ended December 31, 1996.

NOTE 3: NOTES PAYABLE

Notes payable at December 31, 1994 and 1995 and September 30, 1996 consisted
of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1994 1995 SEPTEMBER 30, 1996
------------ ------------ ------------------
<S> <C> <C> <C>
(UNAUDITED)

Line of credit Wells Fargo Bank. Interest payable monthly at the
banks prime rate plus 1/2% due and payable June 1, 1996. (See
Note 4)......................................................... $ 600,000 $ 878,851 $ 632,073

Note payable Wells Fargo Bank. Interest payable monthly at the
bank's prime rate plus 3/4%. Due and payable December 31, 1999.
(See Note 4).................................................... 1,908,762 2,300,000 2,000,000

Non-interest bearing notes issued in connection with the
acquisition of the water park located in Phoenix, Arizona,
imputed interest of 11%. Principal and interest due in annual
installments beginning September 29, 1989....................... 33,508 -- --
------------ ------------ ------------------

2,542,270 3,178,851 2,632,073

Less current portion.............................................. (753,508) (878,851) (632,073)
------------ ------------ ------------------

Principal payments due after one year............................. $ 1,788,762 $ 2,300,000 $ 2,000,000
------------ ------------ ------------------
------------ ------------ ------------------
</TABLE>

NOTE 4: NOTES PAYABLE--WELLS FARGO BANK

In June 1994 the Company entered into a loan agreement with Wells Fargo Bank
providing for a working capital line-of-credit and a revolving reducing
commitment (loan commitment) for repayment of existing bank debt and future
expansion needs.

LINE-OF-CREDIT

The maximum principal amount of advances up to and including June 1, 1996
may not exceed $1,000,000. Interest to be paid monthly at the Bank's prime rate
plus 1/2%. Due to a $100,000 line of credit

F-67
<PAGE>
FRE, INC.

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 4: NOTES PAYABLE--WELLS FARGO BANK --(CONTINUED)
in favor of CAL-Expo, the maximum available to the Company is $900,000. The
balance owing at December 31, 1995 was $878,851.

LOAN COMMITMENT

The loan commitment provides for the Company to borrow, repay and re-borrow
subject to the reductions as reflected below. The maximum principal amounts
outstanding may not exceed $3,600,000. Interest is payable monthly at the bank's
prime rate plus 3/4%, the loan matures December 31, 1999. Below is the maximum
principal loan amount available for each period:

<TABLE>
<S> <C>
Through December 31, 1996....................................... $2,880,000

Through December 31, 1997....................................... $2,160,000

Through December 31, 1998....................................... $1,440,000

Through December 31, 1999....................................... $ 720,000
</TABLE>

The balance owing at December 31, 1995 was $2,300,000.

NOTE 5: NOTES RECEIVABLE

Notes receivable consist of the following:

<TABLE>
<S> <C>
Note receivable--Water Park sale.................................. $ 61,416

Note receivable--Concord Entertainment Center..................... 340,101
---------

$ 401,517
---------
---------
</TABLE>

Notes receivable from the water park sale represents the balance owing at
December 31, 1995. As explained in Note 7, the Company reimbursed, through
offset of the note receivable, certain costs incurred by the buyer.

Notes receivable from Concord Entertainment Center reflects amounts advanced
on behalf of the Joint Venture for construction and operating expenses. The
obligation was paid in full as of March 21, 1996, the date of the auditor's
report.

NOTE 6: CONCORD ENTERTAINMENT COMPANY (CEC)

In September 1994, the Company entered into a 50% Joint Venture Agreement to
construct and operate a water park and family entertainment center in Concord,
California. Per the Joint Venture Agreement, the Company's mandatory capital
contribution is $1,000,000. During the year, the Company funded $617,332 to
satisfy the balance of its capital commitment. Also, the Company's 50% share of
net income totaled $985,601.

F-68
<PAGE>
FRE, INC.

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 6: CONCORD ENTERTAINMENT COMPANY (CEC) --(CONTINUED)
In addition to 50% of sharing operating profits and losses, the Company is
entitled to the following:

DEVELOPMENT FEES

During construction the Company was entitled to receive development fees
equal to 5% of the projected construction cost, not to exceed $275,000. For the
years ended December 31, 1994 and 1995 payments received by the Company were as
follows:

<TABLE>
<CAPTION>
<S> <C>
1994.................................................................................................. $ 91,667

1995.................................................................................................. 183,333
----------

$ 275,000
----------
----------
</TABLE>

MANAGEMENT FEES

Upon commencement of operations, the Company entered into a management
contract with CEC to manage and operate the facilities. The management fee will
equal 7 1/2% of gross annual revenues. Management fees received through December
31, 1995 totaled $438,461.

NOTE 7: EXTRAORDINARY ITEM

Pursuant to the terms and conditions of the sale agreement relating to the
Arizona parks, the Company was obligated to resolve certain mandated
improvements. Although the new owners of the Arizona parks performed the work,
the Company was financially responsible for the costs they incurred. On December
27, 1995 a settlement agreement was reached and the costs were reimbursed
through a reduction of Notes Receivable generated by the sale. The $125,000
reduction of the notes has been recognized as an extraordinary item for
financial statement purposes.

F-69
<PAGE>
INDEPENDENT AUDITOR'S REPORT

To the Partners of
Concord Entertainment Company
Concord, California

We have audited the accompanying balance sheet of Concord Entertainment Company
(a general partnership) as of December 31, 1995, and the related statements of
income, retained earnings, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Concord Entertainment Company as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

Nelson & Company

Gold River, California
November 12, 1996

F-70
<PAGE>
'

CONCORD ENTERTAINMENT COMPANY

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1995
------------ SEPTEMBER 30,
1996
-------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets
Cash.............................................................................. $ 47,338 $ 979,746
Accounts receivable............................................................... 86,471 292,807
Inventory......................................................................... 60,115 65,081
Prepaid expenses.................................................................. 11,932 68,243
Deposits.......................................................................... 66,069 1,229
------------ -------------
Total Current Assets.......................................................... 271,925 1,407,106
------------ -------------
Property and Equipment, at Cost
Park assets and improvements...................................................... 8,440,221 9,770,482
Allowance for depreciation........................................................ (389,579) (901,705)
------------ -------------
8,050,642 8,868,777
------------ -------------
Other Assets
Organizational costs.............................................................. 423,401 423,401
Development fees.................................................................. 330,000 330,000
Loan costs........................................................................ 35,280 20,543
------------ -------------
788,681 773,944
Accumulated amortization............................................................ (68,188) (119,320)
------------ -------------
720,493 654,624
------------ -------------
Total Assets.................................................................. $9,043,060 $ 10,930,507
------------ -------------

LIABILITIES AND PARTNERS' EQUITY
Current Liabilities
Accounts payable.................................................................. $ 34,485 $ 245,150
Partner advances.................................................................. 321,760 456,597
Other accrued expenses............................................................ 155,169 26,111
Deferred revenue.................................................................. 204,371 24,512
Insurance claims reserve.......................................................... 73,500 85,723
Notes payable-current portion..................................................... 1,081,942 988,745
------------ -------------
Total Current Liabilities......................................................... 1,871,227 1,826,838
Notes payable due after one year.................................................... 2,700,630 3,181,631
------------ -------------
4,571,857 5,008,469
Partners' equity.................................................................... 4,471,203 5,922,038
------------ -------------
Total Liabilities and Partners' Equity........................................ $9,043,060 $ 10,930,507
------------ -------------
------------ -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-71
<PAGE>
CONCORD ENTERTAINMENT COMPANY

STATEMENTS OF INCOME AND PARTNERS' EQUITY

YEAR ENDED DECEMBER 31, 1995
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
YEAR ENDED --------------------------
DECEMBER 31, 1995 1996
1995 ------------ ------------
------------ (UNAUDITED) (UNAUDITED)

<S> <C> <C> <C>
Net Sales.............................................................. $5,791,141 $ 5,647,313 $ 5,827,335
Cost of Sales.......................................................... (572,279) (556,387) (532,301)
------------ ------------ ------------
5,218,862 5,090,926 5,295,034
------------ ------------ ------------
Operating Expenses
Advertising.......................................................... 159,272 149,773 364,584
Depreciation and amortization........................................ 457,767 286,084 564,363
Insurance and claims payments........................................ 112,877 60,536 111,006
Miscellaneous........................................................ 80,055 64,636 89,040
Payroll and related expenses......................................... 1,035,556 831,383 1,083,951
Printing and postage................................................. 112,288 56,521 83,673
Professional services................................................ 8,608 3,602 22,697
Rents................................................................ 110,819 105,577 370,136
Repairs and maintenance.............................................. 154,771 142,281 69,005
Supplies............................................................. 49,581 43,515 92,257
Taxes and licenses................................................... 77,903 48,896 100,371
Telephone and utilities.............................................. 168,649 147,757 206,494
Travel and entertainment............................................. 8,924 8,516 8,552
------------ ------------ ------------
Income Operating Expenses.......................................... 2,537,070 1,949,077 3,166,129
------------ ------------ ------------
Income From Operations........................................... 2,681,792 3,141,849 2,128,905
------------ ------------ ------------
Other Expenses
-- 4,668
Management fees...................................................... 433,743 425,405 (434,480)
Interest expense..................................................... 276,846 166,121 (248,258)
------------ ------------ ------------
Total Other Expenses............................................... 710,589 591,526 (678,070)
------------ ------------ ------------
Net income............................................................. 1,971,203 2,550,323 1,450,835

Partners' equity, beginning of the year................................ 921,743 921,743 4,471,203
Partners' contributions................................................ 1,578,257 1,578,257 --
------------ ------------ ------------
Partners' equity, end of year.......................................... $4,471,203 $ 5,050,323 $ 5,922,038
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

The accompanying notes are an integral part of
these financial statements.

F-72
<PAGE>
CONCORD ENTERTAINMENT COMPANY

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1995

NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1995
------------- NINE MONTHS ENDED
SEPTEMBER 30,
1995 1996
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income......................................................... $ 1,971,203 $ 2,550,323 $ 1,450,835
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization.................................... 457,767 286,084 564,363
Accounts receivable.............................................. (86,471) (774,760) (206,336)
Inventory........................................................ (60,115) (46,534) (4,996)
Prepaid expenses................................................. (11,932) (8,547) (56,311)
Deposits......................................................... (66,069) (66,069) 79,577
Accounts payable................................................. 34,485 163,679 210,665
Accrued expenses................................................. 155,169 246,666 (129,058)
Accrued claims liability......................................... 73,500 29,458 12,223
Deferred revenue................................................. 204,371 159,298 (179,859)
Partner advances................................................. 321,760 625,908 134,837
------------- ------------- -------------
Net cash provided by operating activities.......................... 2,993,668 3,165,506 1,875,970
------------- ------------- -------------

Cash flows from investing activities:
Purchase of fixed assets........................................... (7,383,166) (7,265,521) (1,331,366)
Intangible assets.................................................. (788,681) (788,681) --
------------- ------------- -------------
Net cash used in investing activities.............................. (8,171,847) (8,054,202) (1,331,366)
------------- ------------- -------------

Cash flows from financing activities:
Proceed from credit line borrowings and long-term debt............. 3,600,000 3,600,000 4,170,376
Principal payments of long-term debt............................... (648,778) (135,332) (3,782,572)
Loans from partners................................................ 696,038 230,202 --
Partner contributions.............................................. 1,578,257 1,578,257 --
------------- ------------- -------------
Net cash provided by financing activities........................ 5,225,517 5,273,127 387,804
------------- ------------- -------------
Net increase in cash................................................. 47,338 384,431 932,408
Cash at beginning of year............................................ -- -- 47,338
------------- ------------- -------------
Cash at end of year.................................................. $ 47,338 $ 384,431 $ 979,746
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

The accompanying notes are an integral part of
these financial statements

F-73
<PAGE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

<TABLE>
<S> <C> <C> <C>
Cash paid during the year for interest $ 276,846 $ 166,141 $ 246,607
--------- --------- ---------
--------- --------- ---------
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

A capital lease obligation of $135,312 was incurred when the Partnership
entered into a lease for pool equipment.

DISCLOSURE OF ACCOUNTING POLICY

For purposes of the statement of cash flows, the Partnership considers all
highly-liquid debt instruments, purchased with maturity of three months or less,
to be cash equivalents.

F-74
<PAGE>
CONCORD ENTERTAINMENT COMPANY

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
(INFORMATION AS OF SEPTEMBER 30, 1996 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

Concord Entertainment Company ("the Partnership"), a California general
partnership, owns and operates a waterpark in Concord, California. Equal
interests of the Partnership are owned by a Missouri S Corporation and a
California Limited Liability Company (LLC).

REVENUE RECOGNITION

Season ticket revenue is recognized over the months the waterpark is open.
Group event revenue is recognized at the time the event occurs.

INVENTORY

Inventory consists of retail goods, food held for resale, and uniforms.
Inventory is stated at the lower of average cost or market.

FIXED ASSETS

Fixed assets are recorded at cost. It is the policy of management to provide
for depreciation over the lesser of the useful lives of the assets or the
remaining life of the operating lease. Straight line and accelerated
depreciation methods consistent with generally accepted accounting principles
are used. In determining depreciation for income tax purposes, the Partnership
uses the accelerated cost recovery system and the modified accelerated cost
recovery system.

INTANGIBLE ASSETS

Intangible assets consist of capitalized start-up costs, development and
loan fees. Amortization is computed using the straight-line method over lives
ranging from one to fifteen years.

INCOME TAXES

As a partnership, no income taxes are paid by Partnership, thus no income
tax expense has been recorded in these statements. Income, loss, credits, etc.,
from the Partnership are reported on a prorata basis by its partners on their
respective tax returns.

USE OF ESTIMATES

BASIS OF PRESENTATION

The Company's accounting policies reflect industry practices and conform to
generally accepted accounting principles.

F-75
<PAGE>
CONCORD ENTERTAINMENT COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 2: ACCRUED CLAIMS LIABILITY

The Partnership maintains a reserve for claims arising from public use of
the waterpark. For Each claim presented, a reserve for the lesser of the claim
or $10,000 (the deductible limit of the Partnership's liability insurance) is
established to recognize the potential liability.

F-76
<PAGE>
CONCORD ENTERTAINMENT COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 3: NOTES PAYABLE

Notes payable at December 31, 1995 and September 30, 1996 consists of the
following:

<TABLE>
<CAPTION>
DECEMBER 31, 1995 SEPTEMBER 30, 1996
----------------- ------------------
<S> <C> <C>
Line of credit with Wells Fargo Bank with maximum
borrowings of $400,000. Interest is payable monthly at
the banks prime rate plus 3/4%. The loan matures June
30, 1996. The line of credit requires the Partnership
to meet certain loan covenants and financial ratios. At
December 31, 1995, the Partnership was in compliance
with these requirements................................ $ 400,000 --

Note payable to Wells Fargo Bank; payable in annual
installments of $640,000 with interest payable monthly
at the bank's prime rate plus 1%. The loan is
personally guaranteed by the individual owners of the
partners in the Partnership and secured by partnership
assets. The loan matures December 31, 1999. The
Partnership is required to meet certain loan covenants
and certain financial ratios. At December 31, 1995 the
Partnership was in compliance with these
requirements........................................... 2,560,000 --

Note payable to the general partners of the Partnership
due in three equal annual installments to commence
following repayment of notes payable, interest payable
at 12% per annum....................................... 696,038 --

Note payable to Union Bank, reducing revolving loan not
to exceed $6,000,000 with interest due monthly at 1.5%
in excess of the Banks Adjusted Treasuries rate or the
Adjusted LIBOR-Rate, the option is that of the
Partnership. The loan matures December 20, 2002........ -- 3,896,631

Notes payable, City of Concord payable, without
interest over thirty months from date of inception..... -- 189,153

Capital lease obligation (Note 4)...................... 126,534 84,592
----------------- ------------------
3,782,572 4,170,376
Less current portion................................... (1,081,942) (988,745)
----------------- ------------------
$ 2,700,630 $ 3,181,631
----------------- ------------------
----------------- ------------------
</TABLE>

F-77
<PAGE>
CONCORD ENTERTAINMENT COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 3: NOTES PAYABLE --(CONTINUED)
Future principal maturities on notes payable are as follows:

<TABLE>
<S> <C>
1996............................................................ $ 681,942
1997............................................................ 686,541
1998............................................................ 678,051
1999............................................................ 640,000
2000............................................................ 232,013
Thereafter...................................................... 464,025
---------

$3,382,572
---------
---------
</TABLE>

NOTE 4: LEASES

The Partnership leases equipment and land under operating leases expiring in
September, 2000 and August, 2024, respectively. The land lease is subject to
adjustment, beginning January 1, 2000 and every five years thereafter. The
Partnership also leases pool equipment under a capital lease which expires
August, 1998.

Future minimum lease payments under these agreements are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASE LEASES
---------- ------------
<S> <C> <C>
1996................................................................ $ 54,138 $ 159,137
1997................................................................ 54,138 159,137
1998................................................................ 40,604 132,495
1999................................................................ -- 105,853
2000................................................................ -- 105,365
Thereafter.......................................................... -- 2,374,905
---------- ------------
Total minimum lease payments.................................... 148,880 $ 3,036,892
---------- ------------
Less amounts representing interest.................................. (22,346)
----------
Obligations under Capital lease..................................... 126,534
Less current maturaties............................................. (41,942)
----------
$ 84,592
----------
----------
</TABLE>

Rent and equipment rentals for 1995 totaled $110,819.

Total minimum lease payments do not include contingent rentals that may be
paid under the land lease. Contingent rentals begin October 1, 1995 and are
based on 5% of gross sales less the base rent. Contingent rental payments may be
reduced by certain expenditures for capital improvements, and entertainment and
business taxes. No contingent rental payments were accrued in 1995

Interest rate on the capital lease is 10.5% which is imputed based on the
lower of the Partnership's incremental borrowing rate at the inception of the
lease or the lessor's implicit rate of return.

F-78
<PAGE>
CONCORD ENTERTAINMENT COMPANY

NOTES TO FINANCIAL STATEMENTS --(CONTINUED)

NOTE 5: RELATED PARTY TRANSACTIONS

The Missouri partner manages the Concord waterpark plus a waterpark and
entertainment center located in Sacramento, California. The partner receives a
management fee of 7.5% of gross sales plus out of pocket costs. Total management
fees paid or accrued under this agreement for year ended December 31, 1995 were
$438,461. The partner also bills the Partnership for payroll, worker's
compensation insurance and other operating expenses paid on behalf of the
Partnership. Total advances owing to this partner at December 31, 1995 were
$321,760.

The California partner receives a fee equal to .75% of gross sales for its
contribution of the water parks' land lease. Total fees accrued to the
California partner in 1995 were $43,846.

The Missouri partner received a development fee of $275,000 and the
California partner received a development fee of $55,000 for services in
connection with the waterpark's construction.

NOTE 6: SUBSEQUENT EVENTS

The Partnership constructed Phase II of the waterpark in 1996. The total
cost to complete the construction was approximately $1,450,000.

The Partnership entered into an agreement with Union Bank subsequent to
December 31, 1995 to refinance existing debt of Wells Fargo Bank and finance
Phase II construction of the waterpark with a six million reducing revolving
loan. The loan will mature on December 20, 2002. The loan will bear interest at
either the bank's reference rate, LIBOR, plus 1.5%, or Adjusted Treasuries, plus
1.5%. The loan is guaranteed by the Missouri partner and owners of the
California partner.

On October 10, 1996 the Partnership entered into a sales agreement to sell
its assets to an unrelated publicly held company. The transaction will be
structured in the form of an asset sale or a contribution of assets to another
partnership with a subsequent buy out of its partnership interest. The proposed
gross sales price approximates $8,100,000.

The Partnership negotiated a settlement with the City of Concord for
reimbursement of initial construction costs related to preparing the land leased
from the City. The Partnership received a cash payment of approximately
$390,000. Related to this settlement, was an agreement for the Partnership to
pay offsite costs, sewer hook-up and related fees to the city of approximately
$202,000. This amount is to be paid over thirty months. The balance due at the
date of this report approximates $175,000.

F-79
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE U.S. UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF
ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Additional Information.........................
Incorporation of Certain Information by
Reference....................................
Prospectus Summary.............................
Risk Factors...................................
The Company....................................
Use of Proceeds................................
Price Range of Common Stock....................
Dividend Policy................................
Capitalization.................................
Selected Historical Financial and Operating
Data.........................................
Unaudited Pro Forma Combined Financial
Statements...................................
Management's Discussion and Analysis of
Financial Condition and Results of
Operations...................................
Business.......................................
Management.....................................
Principal Stockholders.........................
Certain Transactions...........................
Description of Indebtedness....................
Description of Securities......................
Underwriting...................................
Legal Matters..................................
Experts........................................
Index to Financial Statements.................. F-1

</TABLE>

4,000,000 SHARES

[LOGO]

PREMIER PARKS INC.

COMMON STOCK

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

PROSPECTUS
, 1996

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

LEHMAN BROTHERS
FURMAN SELZ
SMITH BARNEY INC.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
ALTERNATE PAGE
PROSPECTUS
Subject to Completion, dated November 21, 1996

[LOGO]
4,000,000 SHARES
PREMIER PARKS INC.
COMMON STOCK
------------------

All of the shares of Common Stock offered hereby are being sold by Premier
Parks Inc. (the "Company" or "Premier"). Of the 4,000,000 shares of Common Stock
offered, 600,000 shares are being offered outside the United States and Canada
in an international offering (the "International Offering") by the International
Managers and 3,400,000 shares are being offered inside the United States and
Canada in a concurrent United States offering (the "U.S. Offering") by the U.S.
Underwriters (together with the International Mangers, the "Underwriters").
These offerings are collectively referred to herein as the "Offering." See
"Underwriting."

Concurrently with the Offering, the Company is offering $ million
aggregate principal amount of % Senior Notes (the "New Notes") due (the
"Concurrent Offering" and, together with the Offering, the "Offerings"). Neither
the Offering nor the Concurrent Offering is conditioned upon completion of the
other. See "Description of Indebtedness -- The New Notes".
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 12 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY (2)
<S> <C> <C> <C>
Per Share...................................... $ $ $
Total(3)....................................... $ $ $
</TABLE>

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

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $ .

The shares of Common Stock offered by this Prospectus are offered by the
International Managers subject to prior sale, to withdrawal, cancellation or
modification of the offer without notice, to delivery to and acceptance by the
International Managers and to certain further conditions. It is expected that
delivery of the shares of Common Stock will be made at the offices of Lehman
Brothers Inc., New York, New York, on or about , 1996.
------------------------
LEHMAN BROTHERS
FURMAN SELZ
SMITH BARNEY INC.
, 1996.
<PAGE>
ALTERNATE PAGE

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS TO NON-UNITED STATES HOLDERS

The following is a general summary of certain material United States federal
income and estate tax considerations to a Foreign Holder relevant to the
ownership and disposition of shares of Common Stock. This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), final, temporary and
proposed United States Treasury Regulations promulgated thereunder, Internal
Revenue Service ("IRS") rulings, official pronouncements and judicial decisions,
all as in effect on the date hereof and all of which are subject to change,
possibly with retroactive effect, or different interpretations. This summary
does not discuss all the tax consequences that may be relevant to a particular
Foreign Holder in light of the holder's particular circumstances and it is not
intended to be applicable in all respects to all categories of Foreign Holders,
some of whom may be subject to special rules not discussed below. In addition,
this summary does not address any state, local or foreign tax considerations
that may be relevant to a Foreign Holders' decision to purchase shares of Common
Stock.

As used herein, a "Foreign Holder" means any person who, for United States
federal income tax purposes, is neither (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States or of any State or of any of its
territories or possessions or (iii) a domestic trust or estate.

ALL HOLDERS THAT ARE FOREIGN HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX
ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE
OWNERSHIP AND DISPOSITION OF SHARES OF COMMON STOCK IN LIGHT OF THEIR OWN
PARTICULAR CIRCUMSTANCES.

SALE OF EXCHANGE OF COMMON STOCK

Subject to the discussion of backup withholding below, any capital gain
realized upon a sale or exchange of Common Stock by a beneficial owner who is a
Foreign Holder ordinarily will not be subject to United States federal income
tax unless (i) such gain is effectively connected with a trade or business
conducted by such Foreign Holder within the United States (in which case the
branch profits tax may also apply if the holder is a foreign corporation), (ii)
in the case of a Foreign Holder that is an individual, such holder is present in
the United States for a period or periods aggregating 183 days or more in the
taxable year of the sale or exchange and certain other conditions are met or
(iii) the Company is or has been a "United States real property holding
corporation" for federal income tax purposes and such Foreign Holder has held,
directly or constructively, more than 5% of the outstanding Common Stock within
the five-year period ending on the date of the sale or exchange, and no treaty
exception is applicable.

DIVIDENDS ON COMMON STOCK

Generally, any dividends paid on Common Stock will be subject to United
States federal withholding tax at a rate of 30% of the amount of the dividend,
or at a lower applicable treaty rate. However, if the dividend is effectively
connected with a United States trade or business of a Foreign Holder, it will be
subject to United States federal income tax at ordinary federal income tax rates
on a net basis (in which case the branch profits tax may also apply if such
holder is a foreign corporation), rather than the 30% withholding tax.

Under current Treasury Regulations, a holder's status as a non-United States
person and eligibility for a tax treaty reduced rate of withholding will be
determined by reference to the holder's address and to any outstanding
certificates or statements concerning eligibility for a reduced rate of
withholding, unless facts and circumstances indicate that reliance is not
warranted. However, the IRS has issued Proposed Regulations that, if adopted in
final form, would require a non-United States person to provide certifications
under penalties of perjury in order to obtain treaty benefits.

Alt-1
<PAGE>
ALTERNATE PAGE

FEDERAL ESTATE TAXES

Common Stock that is beneficially owned by an individual who is neither a
citizen nor a resident of the United States at the time of death will be
included in such holder's gross estate for United States federal estate tax
purposes, unless an applicable estate tax treaty provides otherwise.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Generally, dividends on Common Stock paid to holders that are Foreign
Holders that are subject to the 30% or a reduced treaty rate of United States
federal withholding tax will be exempt from backup withholding tax. Otherwise,
backup withholding of United States federal income tax at a rate of 31% may
apply to dividends paid with respect to common stock to holders that are not
"exempt recipients" and that fail to provide certain information (including the
holder's taxpayer identification number) in the manner required by United States
law and applicable regulations.

Payments of the proceeds from the sale by a holder that is a Foreign Holder
of shares of Common Stock made to or through a foreign office of a broker will
not be subject to information reporting or backup withholding, except that if
the broker is a United States person, a controlled foreign corporation for
United States tax purposes or a foreign person 50% or more of whose gross income
is effectively connected with a United States trade or business for a specified
three-year period, information reporting may apply to such payments. Payments of
the proceeds from the sale of shares of Common Stock to or through the United
States office of a broker will be subject to information reporting and backup
withholding unless the holder certifies as to its non-United States status or
otherwise establishes an exemption from information reporting and backup
withholding.

Alt-2
<PAGE>
ALTERNATE PAGE

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE INTERNATIONAL MANAGERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Additional Information.........................
Incorporation of Certain Information by
Reference....................................
Prospectus Summary.............................
Risk Factors...................................
The Company....................................
Use of Proceeds................................
Price Range of Common Stock....................
Dividend Policy................................
Capitalization.................................
Selected Historical Financial and Operating
Data.........................................
Unaudited Pro Forma Combined Financial
Statements...................................
Management's Discussion and Analysis of
Financial Condition and Results of
Operations...................................
Business.......................................
Management.....................................
Principal Stockholders.........................
Certain Transactions...........................
Description of Indebtedness....................
Description of Securities......................
Certain United States Federal Tax
Considerations to non-United States..........
Holders......................................
Legal Matters..................................
Experts........................................
Underwriting...................................
Index to Financial Statements.................. F-1

</TABLE>

4,000,000 SHARES

[LOGO]

PREMIER PARKS INC.

COMMON STOCK

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

PROSPECTUS
, 1996

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

LEHMAN BROTHERS
FURMAN SELZ
SMITH BARNEY INC.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses to be borne by the
Company in connection with the issuance and distribution of the Common Stock
being registered (other than underwriting discounts and commissions). All
amounts presented are estimates except the Securities and Exchange Commission
registration fee, the National Association of Securities Dealers, Inc. filing
fee and the Nasdaq National Market listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $ 45,478
National Association of Securities Dealers, Inc. filing fee......... 15,508
Nasdaq National Market filing fee...................................
Accounting fees and expenses........................................
Legal fees and expenses.............................................
Blue Sky fees and expenses..........................................
Printing and engraving expenses.....................................
Transfer agent and registrar fees...................................
Miscellaneous.......................................................
---------
Total fees and expenses............................................. $
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law which covers the
indemnification of directors, officers, employees and agents of a corporation is
hereby incorporated herein by reference. Reference is made to Article XXV of
registrant's By-Laws which provides for indemnification by the registrant in the
manner and to the full extent permitted by Delaware law.

Reference is also made to Section 8 of the Underwriting Agreement filed as
Exhibit 1(a) to this Registration Statement.

ITEM 16. EXHIBITS.

See Exhibit Index.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes the following:

(1) To provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser.

(2) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-1
<PAGE>
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 21st day of
November, 1996.

PREMIER PARKS INC.

BY: /S/ KIERAN E. BURKE
-----------------------------------------
Kieran E. Burke
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Kieran E. Burke, Gary Story,
James F. Dannhauser and James M. Coughlin, or any of them, as his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
re-substitution, for him and in his name, place and stead, to sign in any and
all capacities any and all amendments (including post-effective amendments) to
this registration statement on Form S-2, and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act
of 1933, and to file the same, with all exhibits thereto and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that all such attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.

II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

Chairman of the Board and
/s/ KIERAN E. BURKE Chief Executive Officer
- ------------------------------ (principal executive November 21, 1996
Kieran E. Burke officer)

/s/ GARY STORY Director, President and
- ------------------------------ Chief Operating Officer November 21, 1996
Gary Story

/s/ JAMES F. DANNHAUSER Chief Financial Officer and
- ------------------------------ Director (principal November 21, 1996
James F. Dannhauser financial officer)

/s/ RICHARD R. WEBB Vice President (principal
- ------------------------------ accounting officer) November 21, 1996
Richard R. Webb

/s/ PAUL A. BIDDELMAN Director
- ------------------------------ November 21, 1996
Paul A. Biddelman

/s/ MICHAEL E. GELLERT Director
- ------------------------------ November 21, 1996
Michael E. Gellert

/s/ JACK TYRRELL Director
- ------------------------------ November 21, 1996
Jack Tyrrell

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C> <C>
*(1) Underwriting Agreements
(a) Form of U.S. Underwriting Agreement among the Registrant, Lehman Brothers Inc., Furman
Selz LLC and Smith Barney Inc., as representatives of the several U.S. Underwriters.......
(b) Form of International Underwriting Agreement among the Registrant, Lehman Brothers Inc.,
Furman Selz LLC and Smith Barney Inc., as representatives of the several International
Underwriters..............................................................................
(c) Form of Agreement between U.S. Underwriters and International Managers....................
(4) Instruments Defining the Rights of Security Holders, Including Indentures:
(a) Indenture dated as of August 15, 1995, among the Registrant, the subsidiaries of the
Registrant named therein and United States Trust Company of New York, as trustee
(including the form of Notes)--incorporated by reference from Exhibit 4(2) to Registrant's
Registration Statement on Form S-1 (Reg. No. 33-62225) declared effective on November 9,
1995 (the "Registration Statement").......................................................
(b) Form of First Supplemental Indenture dated as of November , 1995-- incorporated by
reference from Exhibit 4(2.1) to the Registration Statement...............................
(c) Purchase Agreement, dated August 10, 1995, among the Registrant, the subsidiaries of the
Registrant named therein and Chemical Securities Inc.-- incorporated by reference from
Exhibit 4(3) to the Registration Statement................................................
(d) Exchange and Registration Rights Agreement, dated August 14, 1995, among the Registrant,
the subsidiaries of the Registrant named therein and Chemical Securities
Inc.--incorporated by reference from Exhibit 4(4) to the Registration Statement...........
(e) Form of Subscription Agreement between the Registrant and each of the purchasers of shares
of Preferred Stock--incorporated by reference from Exhibit 4(10) to the Registration
Statement.................................................................................
(f) Convertible Note Purchase Agreement, dated as of March 3, 1993, between the Registrant and
the purchasers named therein (including forms of Senior Subordinated Convertible Note and
Registration Rights Agreement)-- incorporated by reference from Exhibit 4(i) to Form 10-K
of the Registrant for the year ended December 31, 1993....................................
(g) Form of Subscription Agreement, dated October 1992, between the Registrant and certain
investors--incorporated by reference from Exhibit 4(a) to the Registrant's Current Report
on Form 8-K dated October 30, 1992........................................................
(h) Stock Purchase and Warrant Issuance Agreement, dated October 16, 1989, between the
Registrant and Kieran E. Burke--incorporated by reference from Exhibit 4(i) to Form 10-K
of Registrant for the year ended December 31, 1989........................................
(i) Warrant, dated October 16, 1989, to purchase 131,728 shares of Common Stock issued by the
Registration to Kieran E. Burke--incorporated by reference from Exhibit 4(k) to Form 10-K
of Registrant for the year ended December 31, 1989........................................
(j) Warrant, dated October 16, 1989, to purchase 93.466 shares of Common Stock issued by the
Registrant to Kieran E. Burke--incorporated by reference from Exhibit 4(l) to Form 10-K of
Registrant for the year ended December 31,1989............................................
(k) Form of Common Stock Certificate--incorporated by reference from Exhibit 4(l) to
Registrant's Registration Statement on Form S-2 (Reg. No. 333-08281) declared effective on
May 28, 1996..............................................................................
*(5) Opinion of Baer Marks & Upham LLP, including consent......................................
(10) Material Contracts:
</TABLE>

II-5
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C> <C>
(a) Agreement of Limited Partnership of 229 East 79th Street Associates LP dated July 24,
1987, together with amendments thereto dated, respectively, August 31, 1987, October 31,
1987, and December 31, 1987--incorporated by reference from Exhibit 10(i) to Form 10-K of
Registrant for the year ended December 31, 1987...........................................
(b) Agreement of Limited Partnership of Frontier City Partners Limited Partnership, dated
October 18, 1989, between Frontier City Properties, Inc. as general partner, and the
Registrant and Frontier City Properties, Inc. as limited partners-- incorporated by
reference from Exhibit 10(g) to the Registrant's Current Report on Form 8-K dated October
18, 1989..................................................................................
(c) Asset Purchase Agreement, dated December 10, 1990, between Registrant and Silver Dollar
City, Inc.--incorporated by reference from Exhibit 10(c) to the Registrant's Current
Report on Form 8-K dated February 6, 1991.................................................
(d) Asset Purchase Agreement, dated December 16, 1991, among the Registrant, Tierco Maryland
Inc., John J. Mason and Stuart A. Bernstein--incorporated by reference from Exhibit 10(a)
to the Registrant's Current Report on Form 8-K dated January 31, 1992.....................
(e) Asset Transfer Agreement, dated as of June 30, 1992, by and among the Registrant, B&E
Holding Company and the creditors referred to therein-- incorporated by reference from
Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated July 20, 1992..........
(f) Purchase Agreement, dated September 30, 1992, among the Registrant, Palma Real Estate
Management Company, First Stratford Life Insurance Company and Executive Life Insurance
Company--incorporated by reference from Exhibit 2(a) to the Registrant's Current Report on
Form 8-K dated September 30, 1992.........................................................
(g) Lease Agreement, dated January 18,1993, among Registrant, Frontier City Partners Limited
Partnership and Fitraco N.V.--incorporated by reference from Exhibit 10(k) to Form 10-K of
Registrant for the year ended December 31, 1992...........................................
(h) Lease Agreement, dated January 18, 1993, among Registrant, Tierco Maryland Inc. and
Fitraco N.V.--incorporated by reference from Exhibit 10(l) to Form 10-K of Registrant for
the year ended December 31, 1992..........................................................
(i) Security Agreement and Conditional Sale Contract, between Chance Rides, Inc. and Tierco
Maryland, Inc. and Guaranty of Registrant in favor of Chance Rides, Inc.--incorporated by
reference from Exhibit 10(m) to Form 10-K of Registrant for the year ended December 31,
1992......................................................................................
(j) Registrant's 1993 Stock Option and Incentive Plan--incorporated by reference from Exhibit
10(k) to Form 10-K of Registrant for the year ended December 31, 1993.....................
(k) Agreement and Plan of Merger, dated as of June 30, 1995 among the Registrant, Premier
Parks Acquisition Inc., Funtime parks, Inc. ("Funtime") and its shareholders--incorporated
by reference from Exhibit 10(11) to the Registration Statement............................
(l) Escrow Agreement, dated as of August 15, 1995, among the Registrant, certain shareholders
of Funtime and First National Bank of Ohio, Trust Division-- incorporated by reference
from Exhibit 10(12) to the Registration Statement.........................................
(m) Consulting Agreement, dated as of August 15, 1995, between Registrant and Bruce E.
Walborn--incorporated by reference from Exhibit 10(13) to the Registration Statement......
</TABLE>

II-6
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C> <C>
(n) Consulting Agreement, dated as of August 15, 1995, between Registrant and Gaspar C.
Lococo--incorporated by reference from Exhibit 10(14) to the Registration Statement.......
(o) Lease Agreement dated December 22, 1995, between Darien Lake Theme Park and Camping
Resort, Inc. and The Metropolitan Entertainment Co., Inc.-- incorporated by reference from
Exhibit 10(o) to Form 10-K of Registrant for the year ended December 31, 1995.............
(p) Asset Purchase Agreement dated August 23, 1996, among the Registrant, a subsidiary of the
Registrant, Storytown USA, Inc., Fantasy Riders Corporation and Charles R. Wood...........
(q) Asset Purchase Agreement dated September 23, 1996, among the Registrant, a subsidiary of
the Registrant, Elitch Gardens Company, Hensel Phelps Construction Co. and Chilcott
Entertainment Company--incorporated by reference from Exhibit 10(a) to the Company's
current Report on Form 8-K, dated November 13, 1996.......................................
(r) Asset Purchase Agreement dated as of October 10, 1996, among the Registrant, a subsidiary
of the Registrant, FRE, Inc. (Family Recreational Enterprises, Inc.) ("FRE") and the
shareholders of FRE listed on the signature page thereof..................................
(s) Asset Purchase Agreement dated as of October 10, 1996, among the Registrant, a subsidiary
of the Registrant, FRE, Concord Entertainment Company, R&B Entertainment, LLC, the
shareholders of FRE listed on the signature page thereof and the members of R&B listed on
the signature page thereof................................................................
(t) Credit Agreement, dated October 30, 1996, between the Registrant and Lehman Commercial
Paper Inc.--incorporated by reference from Exhibit 10(b) to the Company's Current Report
on Form 8-K, dated November 13, 1996......................................................
(u) Consulting and Non-Competition Agreement, dated October 30, 1996, between Registrant and
Arnold S. Gurtler.
(v) Non-Competition Agreement, dated October 30, 1996, between the Registrant and Ascent
Entertainment Group, Inc.
(11) Statement re computation of per share earnings....................................................................
(23) Consents:
*(a) Consent of Baer Marks & Upham LLP (included in Exhibit (5))...............................
(b) Consent of KPMG Peat Marwick LLP..........................................................
(c) Consent of KPMG Peat Marwick LLP..........................................................
(d) Consent of Ernst & Young LLP..............................................................
(e) Consent of Ernst & Young LLP..............................................................
(f) Consent of Nelson & Company...............................................................
(g) Consent of Nelson & Company...............................................................
(24) Power of Attorney.................................................................................................
</TABLE>

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

* To be filed by amendment

II-7

<PAGE>

EXHIBIT 10(P)

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of August 23, 1996, by Premier Parks
Acquisition Corp., a New York corporation ("Purchaser") and a wholly-owned
subsidiary of Premier Parks, Inc. ("Premier"), Premier, Storytown USA, Inc., a
New York corporation ("Storytown") and Fantasy Rides Corporation, a New York
corporation ("Fantasy", and together with Storytown, the "Sellers") and Charles
R. Wood, individually ("Wood").

W I T N E S S E T H :

WHEREAS, the Sellers own and operate the real estate, inventory, rides and
other equipment which comprise The Great Escape, an attractions park located at
Route 9, Lake George, New York (such business being hereinafter referred to as
"Great Escape"); and

WHEREAS, Purchaser desires to buy and Seller desires to sell substantially
all of the assets and business of Great Escape as a going concern, all upon the
terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and of the mutual covenants
of the parties hereto, it is hereby agreed as follows:

<PAGE>

DEFINITIONS

The following terms shall have the following meanings when used herein:

1. ASSUMED LEASES shall mean the liabilities and obligations of the Great
Escape business accruing after the Closing Date on all leases of all equipment,
machinery, furniture or other items used in the business of the Great Escape
business.

2. BALANCE SHEETS shall mean unaudited, review quality balance sheets
with respect to the operations of the Great Escape for the fiscal year ended
October 31, 1995 and internally generated, unaudited balance sheets with respect
to the operations of the Great Escape for each month of 1996, through and
including the most recent calendar month ending prior to the Closing Date.

3. CLOSING DATE shall mean December 1, 1996.

4. CODE shall mean the Internal Revenue Code of 1986, as amended.

5. CONSULTING AGREEMENT shall mean that certain consulting agreement
between Premier and Wood whereby Wood will act as consultant to Purchaser in
consideration for payment of One Million Two Hundred Fifty Thousand Dollars
($1,250,000.00) to be paid over the term of five years. The Consulting
Agreement shall substantially conform to the form of agreement contained at
Schedule "C" hereto.

6. DEPOSIT shall mean the deposit paid by Purchaser upon the execution
hereof in the amount of Three Million Dollars ($3,000,000).

7. DOUBLE "H" shall mean Double "H" Hole in the Woods Ranch, Inc.

8. ENCUMBRANCES shall mean all security interests, liens, pledges,
claims, charges, escrows, encumbrances, options, rights of first refusal,
mortgages, indentures, easements, restrictions, licenses, security agreements or
other agreements, arrangements, contracts, commitments, understandings or
obligations placed on the Purchased Assets.

9. ENVIRONMENTAL REPORT means the report prepared by Sellers'
environmental consultant concerning its assessment of the Real Property.

10. EXCLUDED ASSETS means those assets not part of the Purchased Assets,
as set forth in Section 1.02 hereof.

<PAGE>

11. EXPENSES shall mean all operating expenses and capital expenditures
made in the ordinary course of business and not exceeding Ten Thousand Dollars
($10,000) per expenditure.

12. FINANCIALS shall mean the Balance Sheets and the Income Statements.

13. HART-SCOTT-RODINO ACT shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

14. INCOME STATEMENTS shall mean the unaudited, review quality statement
of earnings with respect to the operations of the Great Escape for each of the
years ended October 31, 1993, October 31, 1994 and October 31, 1995 and
internally generated, unaudited income statements for each month of 1996,
through and including the most recent month ending prior to the Closing Date.

15. MARKS shall mean all of the goodwill, trademarks and service marks
(whether at common law or registered under state or federal law or under the law
of any foreign jurisdiction), logos, trade names and all other names or slogans
used by Sellers in connection with the business of the Great Escape.

16. PBGC shall mean Pension Benefit Guaranty Corporation.

17. PURCHASED ASSETS shall be as defined in Section 1.02 hereof.

18. PURCHASER'S OPERATING EXPENSES shall be as defined in Section 1.09.

19. REAL ESTATE shall mean approximately 334.41 acres of land, together
with improvements and fixtures thereon located at Route 9, Lake George, New
York, as more particularly described on Schedule 1.02(A) hereto.

ARTICLE I

SALE OF ASSETS; PRICE AND TERMS;
CLOSING TRANSACTIONS

SECTION 1.01. CLOSING DATE; TERM. The consummation of the transactions
contemplated by this Agreement shall take place at the offices of Lemery & Reid,
P.C., 10 Railroad Place, Saratoga Springs, New York at 9:00 a.m. on the Closing
Date. TIME IS OF THE ESSENCE AS TO THE CLOSING DATE. Therefore, in no event
shall the Closing Date be later than December 10, 1996.

<PAGE>

SECTION 1.02. SALE AND PURCHASE. On the Closing Date, in reliance upon the
representations, warranties and agreements of the parties, Sellers shall sell,
assign, transfer, convey and deliver to Purchaser, and Purchaser shall buy from
Sellers, free and clear of all Encumbrances (except as permitted under this
Agreement), the Purchased Assets, comprising the following assets and
properties, all upon the price and payment terms set forth in this Agreement:

(A) REAL ESTATE. The Real Estate.

(B) INVENTORY. Inventory used in connection with the operation of the
Great Escape business, consisting mainly of merchandise, plush, food, liquor,
office supplies, maintenance supplies, packaging materials, and other items, as
listed on Schedule 1.02(B) attached hereto.

(C) PRE-PAID DEPOSITS. At the Closing Date, Sellers shall assign to
Purchaser, all unfilled "pre-paid" deposits for the Great Escape's 1996 and 1997
seasons held by Sellers as of the Closing Date and Purchaser assumes such
deposits and the responsibility to the customer for honoring such deposits.
Schedule 1.02(C) contains a complete list of all such deposits.

(D) PREPAID ITEMS. Sellers agree to transfer to Purchaser any license or
privilege that may be transferred, including service contracts in connection
with the Purchased Assets. To the extent permissible and requested by
Purchaser, Sellers agree to allow Purchaser to operate Great Escape under
Sellers' permits and licenses until such time as such permits or licenses are
issued to Purchaser. The parties agree to execute such agreements and documents
as are necessary to effectuate the provisions of this subsection (D).

(E) MACHINERY, EQUIPMENT, FURNITURE AND FIXTURES. All owned signs of
every description located on the Real Estate described in Section 1.02(A)
hereof, and all rides and spare parts, office furniture, other furniture,
fixtures, equipment, machinery, tools, including all items that may have been
considered as supplies rather than capital expenditures by Sellers at the time
acquired, and all other tangible assets of any nature, all used in the Great
Escape business, except to the extent disposed of in the ordinary course of
business. The assets purchased under this Section 1.02(E) shall include the
assets listed on Schedule 1.02(E) attached hereto.

(F) SUPPLIES AND MISCELLANEOUS. All supplies and other miscellaneous
assets used in the Great Escape business or included in the Balance Sheets.

(G) TRADEMARKS. Storytown and Wood individually, as the owner of the
Comet trademark, will convey all of the Marks, as they are set forth on Schedule
1.02(G).

(H) ASSUMED LEASES. Sellers will transfer all of its rights in and to the
Assumed Leases and any other contract or agreement assumed by the Purchaser at
the Closing.

<PAGE>

(I) BOOKS AND RECORDS. All books and records pertaining to the assets,
properties and business of the Great Escape business.

(J) SOFTWARE AND RELATED ITEMS. All software programs, computer
printouts, data bases and related items used in the operation of the business of
the Great Escape.

(K) MISCELLANEOUS. All other assets used in the business of the Great
Escape and owned by Sellers.

Except that, the foregoing Purchased Assets, as described in this Section 1.02
in subsections (A) through (K) shall not include the Excluded Assets, which are
as follows:

(i) all rights of the Sellers under this Agreement, including the
consideration paid pursuant to Section 1.04;

(ii) the Sellers' accounting records;

(iii) rights to claim tax refunds;

(iv) All of Sellers' cash and cash equivalents (except Pre-Paid
Deposits referred to in Section 1.02(C));

(v) Sellers' accounts receivable; and

(vi) Those assets set forth as "Excluded Assets" on Schedule 1.02
attached hereto.

SECTION 1.03. INSTRUMENTS OF TRANSFER. The sale, assignment, transfer,
conveyance and delivery of the Purchased Assets shall be made by such bills of
sale and other recordable instruments of assignment, transfer and conveyance as
Purchaser shall reasonably request. The Real Estate will be conveyed by good
and sufficient deed, containing a warranty against grantor's acts for conveying
Purchaser the fee simple of the Real Estate and containing all customary
covenants utilized in connection with transfers of property in New York.

SECTION 1.04 CONSIDERATION. The purchase price for the Purchased Assets is
Thirty-Three Million Dollars ($33,000,000) payable in the following manner:

(A) Upon execution of this Agreement, Purchaser shall pay to Lemery &
Reid, P.C., the Deposit which shall be applied to the Purchase Price at
Closing. One Million Dollars of the Deposit shall be held in escrow by Lemery
& Reid, P.C. in accordance with the terms of the escrow agreement attached
hereto as Schedule "A". The remaining Two Million Dollars of the

<PAGE>

Deposit shall be paid to Sellers upon the execution of this Agreement and shall
not be held in escrow.

(x) In the event that any of the conditions to obligations of the
Purchaser, as contained in Section 4.01 hereto, is not satisfied by the Closing
Date, the Purchaser shall , at its option, either

(i) not waive the failure and be paid the Deposit, plus interest, in
full compensation of the Purchaser's damages (Wood, by execution of this
Agreement, hereby guarantees the Sellers' obligation to refund the Deposit in
the event the transaction is not consummated for this reason); or

(ii) waive the failure to satisfy the condition to obligation of the
Purchaser and insist upon specific performance of the Agreement.

(y) In the event that the transaction contemplated herein does not close
due to any of the conditions to obligations of the Sellers, as contained in
Section 4.02(A), (B) or (D) hereof, not being satisfied by the Closing Date, and
such failure is not waived by the Sellers, the Sellers shall retain the Deposit
as liquidated damages.

(z) Sellers and Wood acknowledge and agree that, if the Sellers fail to
proceed with the closing of the transactions contemplated hereby in any
circumstance other than those described in clauses (x)(i) and (y) above, the
Purchaser will not have adequate remedies at law with respect to such breach and
that, in such event, Purchaser shall be entitled, without the necessity or
obligation of posting a bond, to commence a suit in equity to obtain specific
performance of Sellers' obligations under the Agreement. Wood and Sellers
specifically affirm the appropriateness of such injunctive or other equitable
relief in any such action.

(B) At the Closing Date, Purchaser shall pay to the Sellers by wire
transfer, the balance of the purchase price, equaling Thirty Million Dollars
($30,000,000).

(i) Premier shall make a charitable contribution of Two Hundred
Thousand Dollars ($200,000) worth of Premier capital stock to Double "H";

(ii) Purchaser shall host the Double "H" Gala at the Great Escape (a)
on a date and at a time (no earlier than 7:00 PM and no later than 1:00 am)
selected prior to March 1 by Double "H" each year during the seasonal operation
of the Great Escape for a term of ten (10) years, beginning in the summer of
1997, (b) in connection with hosting the Gala, provide the attendees at such
Gala with access to that portion of the Great Escape, and any new amusement

<PAGE>

installed by the Purchasers at the Great Escape, as has historically been made
available to the attendees at such Gala (including, games, facilities,
amusements and support personnel), and (c) as Purchaser's and Premier's
additional corporate contribution to Double "H", fully host the Gala as outlined
herein without cost to Double "H", except as to those costs contained on
Schedule 1.04(C) hereto;

(iii) Premier shall enter into the Consulting Agreement; and

(iv) Purchaser shall reimburse the Sellers for all Purchaser's
Operating Expenses.

(D) The parties have agreed, after arm's length negotiations, to allocate
the Purchase Price plus the Assumed Leases among the Purchased Assets as set
forth in Schedule 1.04(D).

SECTION 1.05. NO ASSUMPTION. Except as specified on Schedule 1.05 hereto with
respect to the Assumed Leases, Purchaser does not assume any obligation or
liability of the Sellers, whether now or hereafter existing and whether or not
arising in connection with the ownership or operation of the Great Escape, agree
in any way or manner to honor any claim against the Sellers whether or not
arising out of or in connection with the ownership or operation of the Great
Escape or assume any obligation or liability arising out of or in connection
with the sale of the Purchased Assets pursuant to the terms hereof.

SECTION 1.06. CLOSING TRANSACTIONS.

(A) Sellers shall deliver the following documents to Purchaser at least
ten (10) days following the execution hereof:

(i) an Abstract of Title certified to current date or prior
title insurance policy;
(ii) current 10 year Town and County Tax Search;
(iii) corporate franchise tax search with respect to each Seller;
and
(iv) the Environmental Report.

(B) On the Closing Date, the Sellers shall deliver to Purchaser:

(i) the bills of sale and other instruments of assignment, transfer
and conveyance provided for in Section 1.03 above, in form and substance
reasonably satisfactory to Purchaser;

(ii) such keys, lock and safe combinations and other similar items as
Purchaser shall require to obtain full occupation and control of the Great
Escape assets and properties; and

<PAGE>

(iii) appropriate evidence of all necessary corporate action by
Sellers in connection with the transactions contemplated hereby, including
without limitation certified copies of resolutions duly adopted by Sellers'
directors approving the transactions contemplated by, and authorizing the
execution, delivery and performance by Sellers of, this Agreement, and a
certificate as to the incumbency of officers of Sellers executing any instrument
or other document delivered in connection with such transactions.

(i) the cash and other consideration set forth in Section 1.04; and

(ii) appropriate evidence of all necessary corporate action by
Purchaser in connection with the transactions contemplated hereby, including
without limitation certified copies of resolutions duly adopted by Purchaser's
directors approving the transactions contemplated by, and authorizing the
execution, delivery and performance by Purchaser of, this Agreement, and a
certificate as to the incumbency of officers of Purchaser executing any
instrument or other document delivered in connection with such transactions.

SECTION 1.07. NAME CHANGE. On or promptly following the Closing Date, Sellers
will cause to be prepared, executed and filed with the appropriate governmental
authorities Certificates of Discontinuance of use of an assumed name and such
other documents as are necessary to discontinue their right to do business under
the names "The Great Escape" and "Splashwater Kingdom" and Sellers will not
thereafter use or operate any business under such name or a name that would be
confusingly similar to "The Great Escape" or "Splashwater Kingdom". Sellers
will retain all rights to the name "Storytown", "Storytown USA" and "Fantasy
Rides Corporation" and Purchaser agrees not to use or operate a business under
such names or names that would be confusingly similar thereto.

SECTION 1.08. ACCESS TO RECORDS AND PROPERTIES OF THE GREAT ESCAPE. From and
after the date hereof until the Closing Date, Sellers shall afford to the
officers, independent public accountants, counsel, environmental engineers,
surveyors, building inspectors, lenders and other representatives of Purchaser,
access at reasonable times and upon notice to Charles R. Wood, c/o Charles R.
Wood Foundation, 499 Glen Street, Glens Falls, New York, to the assets,
properties, real estate, books and records (including tax returns filed and
those in preparation) of Sellers in order that Purchaser may have full
opportunity to make investigations of the assets and affairs of the Sellers.
The Purchaser shall have the right to make copies of records and interview
employees of Sellers during such time.

SECTION 1.09. OPERATION OF BUSINESS OF THE GREAT ESCAPE. (A) From the date
hereof to the Closing Date, Sellers shall:

<PAGE>

(i) consult with Purchaser on a regular basis with respect to all
decisions which might affect the business or assets of the Great Escape; and

(ii) except as Purchaser may otherwise agree, operate its business as
currently operated and only in the ordinary course and, consistent with such
operation, use its best efforts to preserve intact its current business
organization and its relationships with its employees and persons having
dealings with it.

(B) From the date of this Agreement up to and including October 31, 1996,
all Expenses of the Great Escape, except Expenses (i) incurred for items to be
delivered or services to be rendered after October 31, 1996 and (ii) incurred
for replacement parts to amusements/rides included in the definition of
Purchased Assets hereunder which are delivered after October 31, 1996, shall be
the responsibility of the Sellers. From and including November 1, 1996 through
the Closing Date, the Sellers shall operate the Great Escape for the account of
Purchaser and all Expenses (i) incurred in connection with the operation of the
Great Escape during such period, (ii) incurred for items to be delivered or
services to be rendered after October 31, 1996 and (iii) incurred for
replacement parts to amusements/rides included in the definition of Purchased
Assets hereunder which are delivered after October 31, 1996, shall be the
responsibility of the Purchasers and shall constitute "Purchaser's Operating
Expenses" hereunder. During the time that the Great Escape is operated by the
Sellers for the Purchaser's account, the Sellers agree not to incur any capital
expenses which are not in the ordinary course of business in excess of Two
Thousand Five Hundred Dollars ($2,500) without the prior consent of the
Purchaser.

ARTICLE II

TAXES

SECTION 2.01. SALES AND TRANSFER TAXES. Sellers shall be responsible for all
New York real estate transfer taxes payable in respect to the transfer of Real
Estate contemplated hereunder. Purchaser shall be responsible for all New York
sales tax payable in respect of the transfer of personal property contemplated
hereunder.

SECTION 2.02. UTILITIES AND MISCELLANEOUS TAXES. The following items shall be
pro-rated to the Closing Date: (a) all water, sewer, gas, electric, fuel and
other utility charges and (b) except as provided herein, all other annual or
periodic taxes, assessments (to the extent applicable to periods from and
following the Closing Date), fees or similar charges (other than taxes or other
charges on, or measured by, the income of either Seller) imposed by any
governmental authority upon or with respect to the Purchased Assets to the
extent such taxes, assessments, fees or similar charges relate to permits,
licenses or other governmental authorization which are transferable to Purchaser
or relate to the Purchased Assets.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers jointly and
severally represent and warrant to Purchaser as follows:

(A) ORGANIZATION, STANDING AND POWER. Each Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York. Each Seller has all requisite corporate power and authority to own,
lease and operate its properties, to carry on its business as now being
conducted and to execute, deliver and perform this agreement and all writings
relating hereto.

(B) AUTHORIZATION OF SELLERS. This Agreement and all writings relating
hereto to be signed by Sellers have been duly authorized, executed and delivered
and constitute valid and binding obligations of Sellers enforceable in
accordance with their respective terms. No further corporate action is needed
in order to authorize the transactions contemplated herein. Neither the
execution and delivery of this Agreement or any writing relating hereto nor the
consummation by either Seller of the transactions contemplated hereby or
thereby, nor compliance with any of the provisions hereof or thereof will:

(i) violate the certificate of incorporation and any amendments
thereto or the bylaws of either Seller or any statute, law, rule or regulation
or any order, writ, injunction or decree of any court or governmental authority;
or

(ii) violate or conflict with or constitute a default under (or give
rise to any right of termination, cancellation or acceleration under) any
material agreement or writing to which either Seller is a party or by which it
or its assets or properties may be bound. No consent or approval of or
notification to any governmental authority, except for necessary filings
pursuant to the Hart-Scott-Rodino Act, is required in connection with the
execution and delivery by Sellers of this Agreement or any writing relating
hereto or the consummation of the transactions contemplated hereby or thereby.

(C) FINANCIAL STATEMENTS. (i) Sellers have or will present Purchaser
with the Financials, which have been prepared in accordance with GAAP applied on
a consistent basis throughout the periods covered thereby, except as noted
thereon and except for the internally generated Income Statements and Balance
Sheets. The Financials fairly present the financial position of the Great
Escape business and the results of its operations as at the dates thereof and
for the periods covered thereby.

<PAGE>

(ii) Schedule 3.01(C) contains a true and correct list of attendance
by month at the Great Escape for the 1994, 1995 and 1996 seasons.

(D) LIABILITIES. At the date of the Balance Sheets Sellers did not have
and at the Closing Date Sellers will not have liabilities or obligations of any
nature, known or unknown, fixed or contingent, matured or unmatured which were
not reflected on the Balance Sheets, or, in the case of contingent liabilities,
discussed specifically in any notes thereto or disclosed specifically on
Schedule 3.01(D) to this Agreement.

(E) ENVIRONMENTAL. The Environmental Report contains an accurate
statement of the environmental condition of the Real Property as of the date
thereof. Sellers agree to indemnify Purchaser for any environmental condition
not contained in the Environmental Report which is caused by the use or
occupancy of Sellers at the Great Escape. Without limiting the generality of
the foregoing or the plain meaning of this provision, Sellers shall be under no
obligations to provide any remuneration or indemnification to the Purchaser or
Premier in connection with (i) the environmental condition of the Real Property
as disclosed in the Environmental Report or (ii) any occurrence on or affecting
the Real Property following the Closing Date. The environmental issues raised
in the Environmental Report have been remedied. During the time that Sellers
have owned the Purchased Assets, Sellers have been in full compliance with all
environmental laws applicable to the Great Escape, including, but not limited
to, laws governing the disposal and release of hazardous substances. The
Sellers have not received any notice from any governmental authority alleging
any violation of environmental laws.

(F) ABSENCE OF CHANGES. Except as otherwise listed on Schedule 3.01(F)
hereto, since the date of the July 31, 1996 Balance Sheet the business of The
Great Escape has been operated only in the ordinary course and there has not
been and through the Closing Date there will not be:

(i) any material adverse change in its condition, financial or
otherwise, or its assets, liabilities, earnings, book value, business or
prospects, or to the knowledge of Sellers any event which could reasonably be
expected to result in such change;

(ii) any material damage, destruction or loss, whether or not covered
by insurance, adversely affecting its business or assets;

(iii) the incurrence of any material obligation or liability
(whether absolute, accrued, contingent or otherwise and whether due or to become
due) other than obligations or liabilities incurred in the ordinary course of
business and consistent with past practices;

(iv) the adoption of any statute, rule, regulation or order which
adversely affects the business or assets of the Great Escape;

<PAGE>

(v) any sale, transfer or other disposition of any assets of the
Great Escape to any party including Sellers except for payments of third party
obligations incurred in the ordinary course of business in accordance with the
Great Escape's regular payment practices (including debt service payments), or
other dispositions in the ordinary course of business;

(vi) any termination or waiver of any rights of value to the
Great Escape business not in the ordinary course of its business;

(vii) any expenditures or commitment in excess of Ten Thousand
Dollars ($10,000) for additions to or replacements of property, plant or
equipment of the Great Escape, except as provided in Section 1.09(B) hereto;

(viii) any forward purchase commitments involving more than Ten
Thousand Dollars ($10,000) in the aggregate, except as provided in Section
1.09(B) hereto;

(ix) any change in the accounting methods or practices followed
by the Great Escape Business;

(x) to the knowledge of Sellers, the commencement of any
proceeding seeking the taking of Real Estate used by the Great Escape; or

(xi) any change in the compensation of or benefit plans for
employees of the Great Escape except in the ordinary course of business.

(G) TAX MATTERS.

(i) All federal, state, local and foreign tax returns and tax
reports, including withholding reports, if any, required to be filed with
respect to the business and assets of the Great Escape have been filed with the
appropriate governmental agencies in all jurisdictions in which such returns and
reports are required to be filed, all of the foregoing are true, correct and
complete, and all amounts shown as owing thereon have been paid;

(ii) All federal, state, local and foreign income, profits,
franchise, sales, use, occupation, property, excise and other taxes (including
interest and penalties), if any, payable by the Great Escape or relating to or
chargeable against its assets, revenues or income through the date of this
Agreement were fully paid by such date and all similar items due through the
Closing Date will have been fully paid by that date.

(H) TITLE TO PROPERTY AND RELATED MATTERS. Sellers will at the Closing
have good and marketable title to all of the Purchased Assets, free and clear of
all Encumbrances except:

<PAGE>

(i) liens for current taxes not yet due and payable or which are
being contested in good faith by appropriate proceedings or

(ii) Encumbrances referred to in this Agreement or in any
Schedule or Exhibit to this Agreement.

(I) REAL PROPERTY OWNED OR LEASED. Schedule 3.01(I) contains a list and
description of all Real Estate relating to or used in the operation of the Great
Escape owned by Sellers or leased by Sellers as tenant or landlord, and the
improvements (including buildings and other structures) located on the Real
Estate, other than that listed on Schedule 1.02(A) hereto. To Sellers'
knowledge, no third party has the right to occupy any portion of the Real Estate
through easement, lease, etc., except for easements of record.

(J) PERSONAL PROPERTY OWNED OR LEASED. The tangible personal property
included in the Purchased Assets material to the operation of the Great Escape
business is in the aggregate in reasonably good condition and working order.
Except as set forth in Schedule 3.01(J), with respect to all tangible personal
property subject to an Assumed Lease:

(i) all of the Assumed Leases are in full force and effect and
constitute legal, valid and binding obligations of the respective parties
thereto;

(ii) there have not been and there currently are not any material
defaults thereunder by any party; and

(iii) no event has occurred which (whether with or without notice,
lapse of time or the happening or occurrence of any other event) would
constitute a material default thereunder. Except as set forth in Schedule
3.01(J), the validity, continuation and effectiveness of all such leases and
agreements under the current rentals and other current material terms thereof
will in no way be affected by the transfer of such leases and agreements to
Purchaser under this Agreement or, if any would be affected, Sellers shall use
their reasonable best efforts to cause a consent to such transfer to be
delivered to Purchaser prior to the Closing Date.

(K) LICENSES; TRADEMARKS; TRADE NAMES; ETC. Schedule 3.01(K) contains a
list of:

(i) all nongovernmental licenses held by Sellers relating to the
Great Escape business (including, as to each such license, the name of the
licensee and licensor, a description of the subject matter of the license, the
termination date or notice requirement with respect to termination, basis of
royalties calculation and renewal options); and

<PAGE>

(ii) all trademarks, trade names, service marks, copyrights,
know-how, patents and applications for any of the foregoing owned by or
registered in the name of either Seller or Wood, relating to or used in
connection with the business of the Great Escape business. Sellers and Wood own
all the trademarks, trade names, service marks, copyrights, know-how, patents
and applications for patents listed on Schedule 3.01(K) and, except as set forth
thereon, pay no royalty under any of them and have the exclusive right to bring
actions for the infringement thereof. Except as listed on Schedule 3.01(K),
there is no pending or, to the best of the knowledge of either Seller,
threatened claim or litigation against either Seller contesting its right to use
any of the trademarks, trade names and know-how or the validity of any of the
licenses, copyrights and patents listed on such Schedule or asserting the misuse
thereof.

(L) INSURANCE. Sellers maintain in effect insurance covering the Great
Escape's assets and business and any liabilities relating thereto in an amount
believed adequate by Sellers, and such insurance coverage shall be maintained by
Sellers through the Closing Date.

(M) AGREEMENTS ETC. Schedule 3.01(M) contains a list and brief
description of all material written contracts, agreements and other instruments
relating to the Great Escape business and not listed on another Schedule
hereto. Sellers are not in default of any agreements listed on Schedule
3.01(M).

(N) LITIGATION ETC. Except as set forth on Schedule 3.01(N), there are no
actions, suits, claims, investigations or legal or administrative or arbitration
proceedings pending or, to the best knowledge of either Seller, threatened
against either Seller relating to the Great Escape business, its assets,
business or products, whether at law or in equity, or before or by any federal,
state, municipal or other governmental instrumentality.

(O) COMPLIANCE; GOVERNMENTAL AUTHORIZATIONS.

(i) Except as set forth on Schedule 3.01(O), to the best of its
knowledge, each Seller is materially in compliance with all federal, state,
local or foreign laws, ordinances, regulations and orders applicable to the
business or properties of the Great Escape, where failure to do so would have a
materially adverse impact on the business of the Great Escape or the Purchased
Assets. Each Seller has all federal, state, local and foreign governmental
licenses and permits materially necessary in the conduct of the Great Escape's
business and such licenses and permits are in full force and effect, and, to the
best of its knowledge, each Seller is in material compliance with the terms
thereof and no proceeding is pending or threatened to revoke or limit any
thereof. Schedule 3.01(O) contains a list of:

(a) all such material governmental licenses and permits (none of
which are transferable unless otherwise indicated by an asterisk) and

<PAGE>

(b) all consents, orders, decrees and other compliance
agreements relating to the Great Escape business under which either Seller is
operating or bound, copies of all of which have been furnished to Purchaser.

(ii) Sellers have furnished to Purchaser (who has initialed the same
for identification) copies of all reports of inspections of the Great Escape's
business and properties from January 1, 1995 through the date hereof under OSHA
and under all other applicable federal, state and local health and safety laws
and regulations.

(P) EMPLOYEES. Sellers will pay in full all wages, salaries, bonuses,
severance or vacation pay and other direct and indirect compensation earned by
all employees of the Great Escape through the fiscal year ended October 31, 1996
and will pay the 1996 Christmas bonuses. With respect to the Great Escape, each
Seller is materially in compliance with all federal, state and local laws and
regulations respecting employment and employment practices, terms and conditions
of employment and wages and hours. No representation question exists respecting
the employees of the Great Escape and no collective bargaining agreement is
currently being negotiated by either Seller relating to the Great Escape. No
employees of the Great Escape are represented by a union or are subject to a
collective bargaining agreement. No employment contracts exist with employees
of the Great Escape.

(Q) COMPENSATION. Schedule 3.01(Q) contains a list of all current
officers and non-seasonal employees of the Great Escape, together with the
current job title and aggregate remuneration rate (bonus and salary) for each
such person.

(R) EMPLOYEE BENEFIT PLANS. (i) Schedule 3.01(R) lists each employee
benefit plan that each Seller maintains or to which each Seller contributes.

(a) To the knowledge of Sellers, each such employee benefit plan
(and each related trust, insurance contract or fund) complies, and since
inception has complied, in form and in operation in all respects with the
applicable requirements of ERISA and the Code, except where the failure to
comply would not have a material adverse effect on the financial condition of
each individual Seller.

(b) All contributions (including, but not limited to, all
employer contributions and employee salary reduction contributions) which are
due have been paid on a timely basis to each such employee benefit plan.

(c) Each such employee benefit plan which is an employee pension
benefit plan has received a determination letter from the Internal Revenue
Service to the effect that it meets the requirements of Code Sec. 401(a).

<PAGE>

(d) The market value of assets under each such employee benefit
plan which is an employee pension benefit plan equals or exceeds the present
value of accrued benefits thereunder.

(e) No plans are multiemployer plans.

(ii) With respect to each employee benefit plan that either Seller
maintains or ever has maintained or to which it contributes, has ever
contributed or has ever been required to contribute:

(a) No such employee benefit plan which is an employee pension
benefit 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 has been instituted.

(b) 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,
except where the action, suit, proceeding, hearing or investigation would not
have a material adverse effect on the financial condition of the Sellers or the
plan.

(c) Sellers have incurred no liability to the PBGC (other than
PBGC premium payments) or otherwise under Title IV of ERISA (including any
withdrawal liability) with respect to any such employee benefit plan which is an
employee pension benefit plan.

(d) For purposes of this Section 3.01(2), the term "Sellers"
shall be deemed to include any entity which is under common control or
affiliated with Sellers within the meaning of section 4001 of ERISA and/or
Section 414 of the Code.

(S) BROKER. Neither Seller has liability or obligation to pay any fee or
commission to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Purchaser could become liable or
obligated.

SECTION 3.02. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Sellers as follows:

(A) ORGANIZATION, STANDING AND POWER. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York. Purchaser has all requisite corporate power and authority to own,
lease and operate its properties, to carry on its business as being conducted
and to execute, deliver and perform the terms of this Agreement and all writings
relating hereto.

<PAGE>

(B) AUTHORITY. The execution, delivery and performance of the terms of
this Agreement and all writings relating hereto by Purchaser has been duly and
validly authorized by the Board of Directors and, by the shareholders of
Purchaser. This Agreement and all writings relating hereto to be signed by
Purchaser constitutes the valid and binding obligations of Purchaser enforceable
in accordance with their respective terms.

(C) NONCONTRAVENTION. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby
(including the assumptions referred to in Section 1 above), 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 Buyer is subject or any provision of its charter or bylaws 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 Purchaser is a party or
by which it is bound or to which any of its assets is subject. The Purchaser
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,
except for filings necessary under the Hart-Scott-Rodino Act, in order for the
parties to consummate the transactions contemplated by this Agreement (including
the assumptions referred to in Section 1 above).

SECTION 3.03. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made by any party to this Agreement or pursuant hereto shall
survive the closing of the transactions hereunder for a period of one year from
the Closing Date.

SECTION 3.04. SCHEDULES. On or before September 9, 1996, the Sellers shall
have the right to provide, modify or amend any Schedule attached hereto or
required or contemplated hereby (the "Missing Schedules") and such modification
or amendment shall be effective as of the date of this Agreement. The absence
of any schedule to this Agreement at the time executed or the need to further
amend or modify any schedule to this Agreement after the same is executed, all
as contemplated by this section, shall not affect the validity or enforceability
of this Agreement. The Missing Schedules shall be in substance generally
consistent with the information provided or described to the Purchaser by the
Sellers on or prior to the date hereof. In the event the Missing Schedules are
not in substance generally consistent with the information provided or described
to the Purchaser by the Sellers on or prior to the date hereof, Purchaser shall
have the right, exercisable in writing within five (5) business days after its
receipt of the Missing Schedules, to terminate this Agreement. In such event,
the Sellers and Wood agree to forthwith return, or cause the forthwith return
of, the Deposit to the Purchaser.

<PAGE>

ARTICLE IV

CONDITIONS PRECEDENT

SECTION 4.01. CONDITIONS TO OBLIGATIONS OF PURCHASER. The obligations of
Purchaser to perform this Agreement are subject to the satisfaction of the
following conditions on or prior to the Closing Date, unless waived by the
Purchaser, and Sellers shall use their best efforts to cause such conditions to
be fulfilled:

(A) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Sellers in this Agreement or in any schedule, certificate or document delivered
in connection herewith shall be true and correct on the Closing Date as though
made on and as of the Closing Date.

(B) PERFORMANCE OF OBLIGATIONS OF SELLERS. Sellers shall have performed
all agreements and obligations required to be performed by them under this
Agreement prior to the Closing Date.

(C) CONSENTS. Sellers shall have obtained, or to the reasonable
satisfaction of Purchaser obviated the need to obtain, all consents or waivers
from third parties necessary to convey to Purchaser all contracts, agreements
and leases of every nature whatsoever to be conveyed hereunder.

(D) HART-SCOTT-RODINO. All applicable waiting periods (and any extensions
thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been
terminated.

(E) OTHER AGREEMENTS. Sellers shall have duly executed and delivered to
the Purchaser the Non-Competition Agreement in the form of Exhibit B.

(F) NO LITIGATION. No action, suit or other proceeding shall be pending
before any court, tribunal or governmental authority seeking or threatening to
restrain or prohibit the consummation of the transactions contemplated by this
Agreement, or seeking to obtain substantial damages in respect thereof, or
involving a claim that consummation thereof would result in the violation of any
law, decree or regulation of any governmental authority having appropriate
jurisdiction.

(G) NO MATERIAL CHANGE. There shall have been no material adverse change
in the business, operating results or physical condition of The Great Escape
between the date of this Agreement and the Closing Date.

SECTION 4.02. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of Sellers
to perform this Agreement are subject to the satisfaction, on or prior to the
Closing Date, of the following

<PAGE>

conditions, unless waived by the Sellers, and Purchaser shall use its best
efforts to cause such conditions to be fulfilled:

(A) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Purchaser in this Agreement or in any schedule, certificate or document
delivered pursuant hereto shall be true and correct on the Closing Date as
though made on and as of the Closing Date.

(B) PERFORMANCE OF OBLIGATIONS OF PURCHASER. The Purchaser shall have
performed all obligations required to be performed by it under this Agreement
prior to the Closing Date, including payment of the Purchase Price.

(C) HART-SCOTT-RODINO. All applicable waiting periods (and any extensions
thereof) under the Hart-Scott-Rodino Act shall have expired or otherwise been
terminated.

(D) OTHER AGREEMENTS. Purchaser shall have duly executed and delivered to
the Seller the Consulting Agreement in the form of Exhibit C.

(E) NO LITIGATION. No action, suit or other proceeding shall be pending
before any court, tribunal or government authority seeking or threatening to
restrain or prohibit the consummation of the transactions contemplated by this
Agreement, or seeking to obtain substantial damages in respect thereof, or
involving a claim that consummation thereof would result in the violation of any
law, decree or regulation of any governmental authority having appropriate
jurisdiction.

ARTICLE V

INDEMNIFICATION

SECTION 5.01. INDEMNIFICATION OF PURCHASER. Sellers shall indemnify and save
Purchaser, and its shareholders, subsidiaries, affiliates, officers and
directors, harmless from, against, for and in respect of:

(A) any and all damages, losses, settlement payments, obligations,
liabilities, claims, actions or causes of action, encumbrances and reasonable
costs and expenses suffered, sustained, incurred or required to be paid by any
indemnified party because of: (1) the untruth, inaccuracy or breach of any
representation, warranty, agreement or covenant of either Seller contained in or
made in connection with this Agreement; (2) the failure of the parties to comply
with the applicable bulk sales transfer law, or (3) the assertion against
Purchaser or the Purchased Assets of any liability or obligation of either
Seller or its affiliates or relating to either Seller's operations or any of the
Purchased Assets prior to the Closing Date, whether absolute or contingent,

<PAGE>

matured or unmatured, known or unknown, other than liabilities and obligations
expressly assumed by Purchaser under Section 1.05 hereof; and

(B) all reasonable costs and expenses (including, without limitation,
attorney's fees, interest and penalties) incurred by any indemnified party in
connection with any action, suit, proceeding, demand, assessment or judgment
incident to any of the matters indemnified against in this Section 5.01.

(C) Wood shall indemnify and save Purchaser, and its shareholders,
subsidiaries, affiliates, officers and directors, harmless from, against, for
and in respect of any and all damages, losses, settlement payments, obligations,
liabilities, claims, actions or causes of action, encumbrances and reasonable
costs and expenses suffered, sustained, incurred or required to be paid by any
indemnified party because of the untruth, inaccuracy or breach of any
representation, warranty, agreement or covenant of either Seller contained in or
made in connection with this Agreement and all reasonable costs and expenses
(including, without limitation, attorney's fees, interest and penalties)
incurred by any indemnified party in connection with any action, suit,
proceeding, demand, assessment or judgment incident thereto.

SECTION 5.02. INDEMNIFICATION OF SELLERS. Purchaser shall indemnify and save
each Seller and each of its shareholders, subsidiaries, affiliates, officers and
directors harmless from, against, for and in respect of:

(A) any and all damages, losses, settlement payments, obligations,
liabilities, claims, actions or causes of action, encumbrances and reasonable
costs and expenses suffered, sustained, incurred or required to be paid by any
indemnified party because of (1) the untruth, inaccuracy or breach of any
representation, warranty, agreement or covenant of Purchaser contained in or
made pursuant to this Agreement; (2) the assertion against either Seller of any
liability or obligation of Purchaser relating to Purchaser's operation of the
Great Escape from and after the Closing Date; or (3) the assertion against
either Seller of any liability of either Seller assumed by Purchaser under
Section 1.05 hereof; and

SECTION 5.03. RULES REGARDING INDEMNIFICATION.

(A) The obligations and liabilities of each indemnifying party hereunder
with respect to claims resulting from the assertion of liability by the other
party or third parties shall be subject to the following terms and conditions:

<PAGE>

(1) The indemnified party shall give prompt written notice to the
indemnifying party of any claim which might give rise to a claim by the
indemnified party against the indemnifying party based on the indemnity
agreements contained in Sections 5.01 and 5.02 hereof, stating the nature and
basis of said claims and the amounts thereof, to the extent known. Provided,
however, that no such notice shall be given and no right of indemnification
shall arise in connection with the breach of a representation or warranty
contained herein, unless notice of such claim is made within the warranty
survival period set forth in section 3.03, hereof.

(2) In the event any action, suit or proceeding is brought against
the indemnified party, with respect to which the indemnifying party may have
liability under the indemnity agreements contained in Sections 5.01 and 5.02
hereof, the action, suit or proceeding shall, upon the written acknowledgment by
the indemnifying party, within thirty (30) days of receipt of notice of the
claim, that it is obligated to indemnify under such indemnity agreement, be
defended (including all proceedings on appeal or for review which counsel for
the indemnified party shall deem appropriate) by the indemnifying party. The
indemnified party shall have the right to employ its own counsel in any such
case, but the fees and expenses of such counsel shall be at the indemnified
party's own expense unless (a) the employment of such counsel and the payment of
such fees and expenses both shall have been specifically authorized by the
indemnifying party in connection with the defense of such action, suit or
proceeding, (b) the action, suit or proceeding seeks injunctive relief against
the indemnified party, only to the extent of defending against such injunctive
relief, and in such case, the indemnifying party shall not have to hire its own
counsel, or (c) such indemnified party shall have reasonably concluded and
specifically notified the indemnifying party that there may be specific defenses
available to it which are different from or additional to those available to the
indemnifying party or that such action, suit or proceeding involves or could
have an effect upon matters beyond the scope of the indemnity agreements
contained in Sections 5.01 and 5.02 hereof, in any of which events the
indemnifying party, to the extent made necessary by such defenses, shall not
have the right to direct the defense of such action, suit or proceeding on
behalf of the indemnified party. In such case only that portion of such fees
and expenses reasonably related to matters covered by the indemnity agreements
contained in Sections 5.01 and 5.02 hereof shall be borne by the indemnifying
party. The indemnified party shall be kept fully informed of such action, suit
or proceeding at all stages thereof whether or not it is so represented. The
indemnifying party shall make available to the indemnified party and its
attorneys and accountants all books and records of the indemnifying party
relating to such proceedings or litigation and the parties hereto agree to
render to each other such assistance as they may reasonably require of each
other in order to ensure the proper and adequate defense of any such action,
suit or proceeding.

(B) The indemnified party shall not make any settlement of any claims
without the written consent of the indemnifying party, which consent shall not
be unreasonably withheld or delayed. In the event the indemnifying party
chooses not to defend a claim for which the

<PAGE>

indemnifying party agrees it is liable to defend, the indemnified party may make
a settlement of such claim without the prior consent of the indemnifying party.

(C) Except as herein expressly provided, the remedies provided in Sections
5.01 through 5.03 hereof shall provide each Party's sole remedy against any
other Party in the event of a breach of the representations and warranties
contained herein by such other Party.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01. ACCESS TO RECORDS. Sellers shall afford to Purchaser and its
agents, the opportunity, upon reasonable advance notice, to examine and make
copies of the books and records of the Seller relating to all periods through
the Closing Date, in connection with tax and financial reporting matters and
other bona fide business purposes.

SECTION 6 .02. PARTIES IN INTEREST. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by Sellers and their successors and
assigns, and Purchaser and its successors and assigns. Purchaser shall have the
right, upon prior notification to both Sellers, to direct either Seller to
convey title to any or all of the Purchased Assets acquired by Purchaser to
another entity or individual, in which event, the applicable conveyance
documents shall be in the name of such assignee.

SECTION 6.03. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the other
writings referred to herein or delivered in connection herewith contain the
entire understanding of the parties with respect to its subject matter. This
Agreement may be amended only by a written instrument duly executed by all of
the parties.

SECTION 6.04 HEADINGS. The section and subsection headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

SECTION 6.05. NOTICES. All notices, claims, certificates, requests, demands
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when mailed (by registered or certified mail, postage
prepaid) or sent by facsimile transmission, addressed as follows:

If to Purchaser, to:
Premier Parks Acquisition Company
c/o Premier Parks Inc.

<PAGE>

122 E. 42nd St., 49th Floor
New York, NY 10168
(212) 949- 6203 (fax)

with a copy to:
Baer Marks & Upham
805 Third Avenue
New York, NY 10022
Attn: James M. Coughlin, Esq.
(212) 702-5810 (fax)

If to Sellers or Wood, to:
Storytown USA, Inc. and
Fantasy Rides Corporation
c/o Charles R. Wood Foundation
499 Glen Street
Glens Falls, NY 12801
Attn: Charles R. Wood
(518) 792- 3072 (fax)

with a copy to:
Lemery & Reid, P.C.
10 Railroad Place
Saratoga Springs, NY 12866
Attention: John C. Lemery, Esq.
(518) 581-8823 (fax)

or to such other address as the person to whom notice is to be given may have
furnished to the other in writing in accordance herewith. A communication given
by any other means shall be deemed duly given when actually received by the
addressees.

SECTION 6.06. PUBLIC ANNOUNCEMENTS. A public announcement relating to the
execution of this Agreement will be made, upon agreement by the parties hereto.
All other public announcements shall not require the previous agreement of the
parties provided such announcement concerns information which is otherwise
public and which does not disclose confidential or financial information of the
parties hereto.

SECTION 6.07. FURTHER ASSURANCE. After the Closing Date, without further
consideration, Sellers and Purchaser shall execute and deliver such further
instruments and documents as either party shall reasonably request to consummate
the transactions contemplated by this Agreement and to perfect Purchaser's title
to the Purchased Assets.

<PAGE>

SECTION 6.08. WAIVERS. Any party to this Agreement may, by written notice to
the other party hereto, waive any provision of this Agreement. The waiver by
any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent or different breach.

SECTION 6.09. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of New York.

SECTION 6.10. SEVERABILITY. If any provision of this Agreement shall be
declared void or unenforceable by any judicial or administrative authority, the
validity of any other provision and of the entire Agreement shall not be
affected thereby.

SECTION 6.11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all counterparts together
constituting but one in the same document.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

STORYTOWN USA, INC.

By: /s/ Charles R. Wood
-------------------------------------------
Charles R. Wood, President

FANTASY RIDES CORPORATION

By: /s/ Charles R. Wood
-------------------------------------------
Charles R. Wood, President

/s/ Charles R. Wood
----------------------------------------------
Charles R. Wood

PREMIER PARKS ACQUISITION COMPANY

By: /s/ Kieran E. Burke
-------------------------------------------
Its: Chairman & CEO

PREMIER PARKS, INC.

By: /s/ Kieran E. Burke
-------------------------------------------
Its: Chairman & CEO

<PAGE>

EXECUTION COPY

ASSET PURCHASE AGREEMENT

BY AND AMONG

PREMIER PARKS INC.,

PREMIER PARKS ACQUISITION CORP.

FRE, INC.

(FAMILY RECREATIONAL ENTERPRISES, INC.)

AND

THE SHAREHOLDERS OF FRE, INC.

OCTOBER 10, 1996

<PAGE>

TABLE OF CONTENTS
-----------------
PAGE
----

ARTICLE I SALE AND PURCHASE............................................. 1

SECTION 1.1 Assets to be Sold and Purchased............................ 1
SECTION 1.2 Assumed Liabilities........................................ 3
SECTION 1.3 Purchase Price............................................. 5
SECTION 1.4 Allocation of the Purchase Price........................... 5
SECTION 1.5 Closing.................................................... 5

ARTICLE II REPRESENTATIONS AND WARRANTIES
OF SELLER AND SHAREHOLDERS.................................. 6

SECTION 2.1 Authority Relative to this Agreement....................... 6
SECTION 2.2 No Conflicts; Consents..................................... 6
SECTION 2.3 Corporate Existence and Power.............................. 7
SECTION 2.4 Charter Documents and Corporate Records.................... 7
SECTION 2.5 Financial Information...................................... 7
SECTION 2.6 Liabilities................................................ 8
SECTION 2.7 Inventory.................................................. 8
SECTION 2.8 Absence of Certain Changes................................. 8
SECTION 2.9 The Assets................................................. 9
SECTION 2.10 Contracts................................................. 10
SECTION 2.11 Intangible Property....................................... 10
SECTION 2.12 Claims and Proceedings.................................... 11
SECTION 2.13 Tax Matters............................................... 11
SECTION 2.14 Employee Benefits Plans................................... 12
SECTION 2.15 Employee-Related Matters.................................. 13
SECTION 2.16 Insurance................................................. 14
SECTION 2.17 Compliance with Laws...................................... 14
SECTION 2.18 Permits................................................... 14
SECTION 2.19 Environmental Matters..................................... 15
SECTION 2.20 Finders; Fees............................................. 15
SECTION 2.21 Ability to Conduct Business............................... 16
SECTION 2.22 Lease..................................................... 16

ARTICLE III REPRESENTATIONS AND WARRANTIES
OF BUYER................................................... 17

SECTION 3.1 Authority Relative to This Agreement....................... 17
SECTION 3.2 No Conflicts; Consents..................................... 18

<PAGE>

SECTION 3.3 Corporate Existence and Power.............................. 18
SECTION 3.4 Finders; Fees.............................................. 18

ARTICLE IV COVENANTS AND AGREEMENTS...................................... 18

SECTION 4.1 Conduct of Business of Seller.............................. 18
SECTION 4.2 Corporate Examinations and Investigations.................. 19
SECTION 4.3 Additional Financial Statements............................ 20
SECTION 4.4 Filings and Authorizations................................. 20
SECTION 4.5 Efforts to Consummate...................................... 20
SECTION 4.6 Negotiations With Others................................... 21
SECTION 4.7 Notices of Certain Events.................................. 21
SECTION 4.8 Public Announcements....................................... 21
SECTION 4.9 Covenant Not-to-Compete.................................... 22
SECTION 4.10 Expenses. ................................................ 23
SECTION 4.11 Tax Matters. ............................................. 23
SECTION 4.12 Employee Matters.......................................... 24
SECTION 4.13 Certain Renewals.......................................... 24
SECTION 4.14 Collection of Accounts Receivable........................ 25
SECTION 4.15 Transfer Taxes; Allocations.............................. 25
SECTION 4.16 Discharge of Potential Liabilities........................ 25
SECTION 4.17 Access.................................................... 25
SECTION 4.18 Structuring............................................... 26

ARTICLE V CONDITIONS TO CLOSING......................................... 26

SECTION 5.1 Conditions to the Obligations of the Parties............... 26
SECTION 5.2 Conditions to the Obligations of Seller.................... 26
SECTION 5.3 Conditions to the Obligations of Buyer..................... 28

ARTICLE VI INDEMNIFICATION............................................... 30

SECTION 6.1 Survival of Representations and Warranties................. 30
SECTION 6.2 Obligation of Seller and Shareholders
to Indemnify............................................ 30
SECTION 6.3 Obligation of Buyer and Parent to Indemnify................ 31
SECTION 6.4 Notice and Opportunity to Defend Third
Party Claims............................................ 31
SECTION 6.5 Limits on Indemnification.................................. 32
SECTION 6.6 Adjustment................................................. 33
SECTION 6.7 Exclusive Remedy........................................... 33

ARTICLE VII SPECIFIC PERFORMANCE; TERMINATION............................. 33

<PAGE>

SECTION 7.1 Specific Performance....................................... 33
SECTION 7.2 Termination................................................ 33
SECTION 7.3 Effect of Termination; Right to Proceed.................... 34

ARTICLE VIII MISCELLANEOUS................................................. 35

SECTION 8.1 Notices.................................................... 35
SECTION 8.2 Entire Agreement........................................... 36
SECTION 8.3 Waivers and Amendments; NonContractual
Remedies; Preservation of Remedies..................... 36
SECTION 8.4 Governing Law.............................................. 36
SECTION 8.5 Binding Effect; No Assignment.............................. 36
SECTION 8.6 Exhibits................................................... 37
SECTION 8.7 Severability............................................... 37
SECTION 8.8 Counterparts............................................... 37
SECTION 8.9 Third Parties.............................................. 37
SECTION 8.10 Further Assurances........................................ 37
SECTION 8.11 Title and Risk of Loss.................................... 37

ARTICLE IX DEFINITIONS................................................... 38

SECTION 9.1 Definitions................................................ 38
SECTION 9.2 Interpretation............................................. 43

iii

<PAGE>

ASSET PURCHASE AGREEMENT, dated as of October 10, 1996, by and among
Premier Parks Acquisition Corp., a New York corporation ("BUYER"), Premier Parks
Inc., a Delaware corporation ("PARENT"), FRE, Inc. (Family Recreational
Enterprises, Inc.), a Missouri corporation ("SELLER") and, for the purposes of
Sections 2.1, 2.2, 4.6 and 4.9 and Article VI only, the shareholders of Seller
listed on the signature page hereof (the "SHAREHOLDERS").

WHEREAS, Seller owns and operates (i) Waterworld USA/Sacramento
("WATERWORLD") and (ii) Paradise Island/Sacramento ("PARADISE ISLAND" and
together with Waterworld, the "PARKS"), such ownership and operations being
referred to herein as the "BUSINESS;" and

WHEREAS, Seller desires to sell and assign, and Buyer desires to purchase
and assume, substantially all of the assets and certain liabilities relating to
the Business upon and subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I
SALE AND PURCHASE

SECTION 1.1 ASSETS TO BE SOLD AND PURCHASED.

(a) Subject to Section 1.1(b) and the other terms and conditions
hereof, Seller shall sell, assign, transfer, convey and deliver to Buyer free
and clear of all Liens (other than Permitted Liens), and Buyer shall purchase
from Seller, all of the property, assets and rights used or held for use in the
Business (collectively, the "ASSETS") including:

(i) all of Seller's rights, title and interest in and to the
real property leased by Seller and used in the Business (the "LAND"), and all of
Seller's rights, title and interest in and to all buildings, improvements and
fixtures constructed thereon (the "IMPROVEMENTS," and together with Land, the
"REAL PROPERTY");

(ii) all of Seller's rights, title and interest in and to the
rides, machinery, equipment, tools, supplies, spare parts, rolling stock,
furniture and other tangible personal property used or held for use in the
Business (the "EQUIPMENT"), on the Closing Date;

(iii) all proceeds from the sale of season passes and any other
pre-sold tickets ("PREPAID DEPOSITS") (A) in the case of Waterworld, with
respect to the 1997 season, and (B) in the case of Paradise Island, with respect
to the period commencing on the Closing Date;

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(iv) all of Seller's rights, title and interest in, to and under
all patents, patent applications, trade names, trademarks, copyrights,
servicemarks, trademark and servicemark registrations and applications
(including, without limitation, all of Seller's right to use the names
"Waterworld USA" and "Paradise Island" and any derivation thereof), whether or
not used in the Business;

(v) all of Seller's rights in, to and under trade secrets,
formulae and specifications and technical know-how, whether currently being used
or under development, including engineering and other drawings, data, design and
specifications, product literature and related materials, in each case which are
owned or licensed by Seller as of the Closing Date (together with the
intellectual property described in Section 1.1(a)(iv), the "INTELLECTUAL
PROPERTY RIGHTS") and all of Seller's books, records and computer programs
relating thereto;

(vi) all of Seller's rights in, to and under the goodwill of the
Business;

(vii) Seller's rights under all Contracts listed on SCHEDULE
1.1(A)(VII), including, but not limited to, the Lease (the "TRANSFERRED
CONTRACTS") and all prepaid expenses, claims and other prepayments, including
security deposits and other retentions held by third parties, with respect to
the Transferred Contracts as of the Closing Date;

(viii) all of Seller's Inventory, wherever located, with respect to
the Business as such exists on the Closing Date;

(ix) all of Seller's rights under all governmental licenses,
certificates, permits and approvals relating to or necessary to the conduct of
the Business as of the Closing Date, to the extent such items are transferable
(the "PERMITS");

(x) all transferable warranties and guarantees pertaining to the
Assets; and

(xi) all books and records relating to the Business and the
Assets (whether kept or maintained by Seller or any third party) including,
without limitation, copies of lists of customers and suppliers; admission
tickets, season passes, records with respect to costs, Inventory and Equipment;
business development plans; advertising materials, catalogues, correspondence,
mailing lists, photographs, sales materials and records; purchasing materials
and records; personnel records with respect to employees of the Business; media
materials and plates; sales order files; ledgers and other books of account of
Seller; plans, specifications, surveys, reports and other materials relating to
the Real Property; other records required to continue the Business as heretofore
and now being conducted by Seller; and all software programs, computer
printouts, databases and related items used in the Business.

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(b) The Assets shall exclude the following assets and property (the
"EXCLUDED ASSETS"):

(i) all of Seller's rights, title and interest in and to the
Transaction Documents;

(ii) cash on hand, cash equivalents, investments (including,
without limitation, stock, debt instruments, options and other instruments and
securities) and bank deposits of Seller as of the Closing Date;

(iii) all of the accounts receivable of Seller as of the Closing
Date;

(iv) Tax refunds and recoveries and similar benefits of Seller
which relate to any period prior to the Closing Date, and all of Seller's income
Tax Returns and records as of the Closing Date;

(v) all corporate records of Seller including, without
limitation, the stock ledger of Seller and the minute books regarding meetings
of the stockholders, directors and director committees of Seller;

(vi) Seller's rights under any Employee Benefit Plans;

(vii) all of Seller's rights under any Insurance Policies or other
Contracts, other than the Transferred Contracts;

(viii) all of the licenses issued by the California Alcohol and
Beverage Commission; and

(ix) all assets relating exclusively to any of Seller's
operations (including, without limitation, those of Concord Entertainment
Company), other than the Business.

SECTION 1.2 ASSUMED LIABILITIES.

(a) Subject to the provisions of Section 1.2(b), Buyer shall assume,
pay, fulfill, perform or otherwise discharge the liabilities and obligations of
Seller arising and to be performed after the Closing under the Transferred
Contracts (the "ASSUMED LIABILITIES").

(b) Buyer shall not assume or be bound by or otherwise be responsible
for any duties, responsibilities, obligations or Liabilities of Seller of any
kind or nature, known, unknown, contingent or otherwise, other than Liabilities
expressly assumed by it pursuant to Section 1.2(a). Without limiting the
generality of the foregoing, except as otherwise provided in this Agreement,
Buyer shall not assume, undertake or accept any

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duties, responsibilities, obligations or Liabilities of Seller (whether existing
now or at the Closing or that may arise in the future) with respect to:

(i) any Liabilities of Seller or its Affiliates relating to the
ownership or operation of the Assets or the Business on or prior to the Closing
Date;

(ii) any Liabilities of Seller or its Affiliates relating to the
ownership or operation of the Excluded Assets and the operations of Seller and
Seller's Affiliates other than the Business;

(iii) all accounts payable relating to the Business incurred on or
prior to the Closing Date;

(iv) any Environmental Liabilities;

(v) Liabilities and obligations under Contracts that are not
Transferred Contracts;

(vi) Liabilities and obligations (A) arising or to be performed
at or prior to the Closing under the Transferred Contracts, (B) relating to any
rental or other payment under the Lease which is based on or related to the
revenues or other results of operations of the Business (A) in the case of
Waterworld, during its 1996 season, and (B) in the case of Paradise Island,
prior to the Closing Date ("PERCENTAGE RENT"), whether payable prior to, on or
after the Closing Date, (C) arising out of a breach or default by Seller at or
prior to the Closing (including any event occurring prior to the Closing that
with the passage of time or giving of notice, or both, would become a breach or
default under any Transferred Contract), or (D) of Contractor (as defined in the
Lease) to make additional capital improvements (1) in the amount of $100,000
pursuant to Section 8.4.4C of the Lease within 180 days following the date of
the Second Amendment thereto and (2) in an amount equal to $175,000 under
Section 8.4.4G of the Lease by virtue of the Contemplated Transactions
(collectively, the "Additional Capital Requirements").

(vii) Liabilities and obligations with respect to any Claims,
whether existing on the date hereof or arising hereafter, arising out of
ownership of the Assets or the operation of the Business on or prior to the
Closing;

(viii) except as otherwise provided in this Agreement, Liabilities
and obligations to persons employed by Seller at any time prior to the Closing
(or any of such employee's beneficiaries, heirs or assignees) arising out of
such employee's employment by Seller, including the 1996 Bonuses;

(ix) Liabilities and obligations with respect to any federal,
state, local or foreign income, profits, franchise, sales or similar Tax
relating to the ownership of the Assets or the conduct of the Business on or
prior to the Closing or arising out of the Contemplated Transactions; and

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(x) any Liabilities in respect of any Debt of the Seller.

all such duties, responsibilities, obligations or liabilities described in this
Section 1.2(b) being referred to herein as "RETAINED LIABILITIES."

As used herein, "ENVIRONMENTAL LIABILITIES" means any Liabilities,
obligations, responsibilities, obligations to conduct remedial actions, losses,
damages, punitive damages, consequential damages, costs and other expenses
(including, without limitation, all reasonable fees, disbursements and expenses
of counsel, expert and consulting fees and costs of investigations and
feasibility studies), fines, penalties, and monetary sanctions, interest, direct
or indirect, known or unknown, absolute or contingent, past, present, or future,
resulting from any claim or demand by any person, whether based in contract,
tort, implied or express warranty, strict liability, common law, criminal or
civil statute, including any Environmental Law, arising solely out of the
ownership or the operation by the Seller or its Affiliates of the Assets or the
Business, in connection with environmental conditions at the Parks or the
manufacture, refining, storage, disposal or treatment of Hazardous Substances by
Seller.

SECTION 1.3 PURCHASE PRICE.

(a) The purchase price for the Assets (including the Inventory) shall
be $9,070,000 (the "PURCHASE PRICE") payable as provided in Section 5.2(c).

(b) On or prior to the Closing Date, Buyer, Seller and an escrow
agent selected by Buyer and Seller ("ESCROW AGENT") will execute and deliver an
escrow agreement ("ESCROW AGREEMENT") substantially in the form of EXHIBIT 1.3
hereto pursuant to which Buyer will deliver to Escrow Agent an amount out of the
Purchase Price equal to $453,500 (the "ESCROW FUNDS"), which amount will provide
a non-exclusive fund for a period of 18 months following the Closing for the
payment of any Losses for which Buyer may be entitled to indemnification as and
to the extent provided in Article VI.

SECTION 1.4 ALLOCATION OF THE PURCHASE PRICE. The Purchase Price shall be
allocated among the Assets and the covenant contained in Section 4.9 hereof in
the manner set forth on SCHEDULE 1.4 for all purposes, and each of the parties
shall make all appropriate tax and other filings on a basis consistent with such
allocation. The parties shall exchange drafts of any information returns
required by Section 1060 of the Code, and all similar state statutes, ten days
prior to filing any such return.

SECTION 1.5 CLOSING. Subject to the terms and conditions of this
Agreement, the sale and purchase of the Assets contemplated hereby (the
"CLOSING") shall take place at 10:00 a.m., local time, at the offices of Baer
Marks & Upham LLP, 805 Third Avenue, New York, New York 10022 no later than the
fifth business day (but not earlier than October 31, 1996) following the
satisfaction or waiver of the conditions specified in Article V (other than
conditions requiring the delivery of the Purchase Price,

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the Assets, or certificates, instruments and documents referenced in Section
5.2(e) and Section 5.3(h), excluding the Lease Documents) (the "CLOSING DATE").

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF SELLER AND SHAREHOLDERS

Seller represents and warrants to Buyer, and each Shareholder, severally,
represents and warrants to Buyer (but only with respect to matters set forth
below in Sections 2.1 and 2.2 relating to such Shareholder), that:

SECTION 2.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Seller and each
Shareholder have full power, capacity and authority to execute and deliver this
Agreement and each other Transaction Document to which each is or, at the
Closing, will be a party and to consummate the transactions contemplated hereby
and thereby (the "CONTEMPLATED TRANSACTIONS"). The execution and delivery of
this Agreement and the consummation of the Contemplated Transactions to which
Seller or such Shareholder is or, at the Closing, will be a party have been duly
and validly authorized by Seller and such Shareholder, and no other corporate
proceedings on the part of Seller or such Shareholder (or any other person) are
necessary to authorize the execution and delivery by Seller or such Shareholder
of this Agreement or the consummation of the Contemplated Transactions to which
Seller or such Shareholder is or, at the Closing, will be a party. This
Agreement has been and, at the Closing, the other Transaction Documents to which
Seller or any Shareholder is a party will have been, duly and validly executed
and delivered by Seller and such Shareholder, and (assuming the valid execution
and delivery thereof by the other parties thereto) constitute or will at the
Closing constitute, as the case may be, the legal, valid and binding agreements
of Seller and such Shareholder enforceable against Seller or such Shareholder in
accordance with their respective terms except as such obligations and their
enforceability may be limited by applicable bankruptcy and other similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought (whether at law or in
equity).

SECTION 2.2 NO CONFLICTS; CONSENTS. The execution, delivery and
performance by Seller and each Shareholder of this Agreement and each other
Transaction Document to which each is or will be a party or the consummation of
the Contemplated Transactions does not and will not (i) violate any provision of
the Certificate of Incorporation or By-laws (or comparable instruments) of
Seller or any corporate Shareholder; (ii) require Seller, any Shareholder or any
other Affiliate of Seller to obtain any consent, approval or action of or waiver
from, or make any filing with, or give any notice to, any Governmental Body or
any other person, except for compliance with the HSR Act and except as set forth
on SCHEDULE 2.2 (the "SELLER REQUIRED CONSENTS"); (iii) if Seller Required
Consents are obtained prior to Closing, violate, conflict with or result in a

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breach or default under (after the giving of notice or the passage of time or
both), or permit the termination of, any Contract of a type required to be
listed on SCHEDULE 2.10 to which Seller or any Shareholder is a party or by
which it or any of their respective assets may be bound or subject, or result in
the creation of any Lien upon the Assets pursuant to the terms of any such
Contract; (iv) if Seller Required Consents are obtained prior to Closing,
violate any Law or Order of any Governmental Body against, or binding upon,
Seller, any Shareholder or upon the Assets or the Business; or (v) if Seller
Required Consents are obtained prior to Closing, violate or result in the
revocation or suspension of any Permit.

SECTION 2.3 CORPORATE EXISTENCE AND POWER. Seller is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all requisite powers and all material
Permits and non-transferable licenses required to carry on the Business as now
conducted. Seller is duly qualified to do business as a foreign corporation and
is in good standing in the State of California. Other than Concord
Entertainment Company ("CONCORD"), Seller does not have any Subsidiary or own
any equity interest or equity investment in any other person.

SECTION 2.4 CHARTER DOCUMENTS AND CORPORATE RECORDS. (a) Seller has
heretofore delivered to Buyer true and complete copies of the Certificate of
Incorporation and By-laws of Seller as in effect on the date hereof.

(b) All financial, business and accounting books, ledgers, accounts
and official and other records relating to Seller have been properly and
accurately kept and completed in all material respects, and there are no
material inaccuracies or discrepancies contained or reflected therein.

SECTION 2.5 FINANCIAL INFORMATION. (a) Seller has previously furnished to
Buyer true and complete copies of (i) Seller's audited financial statements at
and for the years ended December 31, 1995, 1994 and 1993 (the "ANNUAL
STATEMENTS"), (ii) Seller's unaudited financial statements at and for each
calendar month of 1996 and 1995 through August 31, 1996 (the "INTERIM
STATEMENTS"), and (iii) all management letters, audit letters and attorney audit
response letters issued in connection with Seller's audited financial statements
for each of the three years ended December 31, 1995. The Annual Statements have
been prepared in accordance with GAAP consistently applied as set forth in the
notes thereto and were audited by Nelson & Company (without qualification in the
report thereof). Each delivered financial statement presents fairly the
financial position of Seller as of its date, and its earnings, changes in
stockholders' equity and cash flow for the periods then ended. Each delivered
balance sheet fully sets forth all assets and Liabilities of Seller existing as
of its date which, under GAAP, should be set forth therein, and each delivered
statement of earnings sets forth the items of income and expense of Seller which
should appear therein under GAAP.

(b) SCHEDULE 2.5 accurately sets forth the attendance (by month) at
each of the Parks included in the Business during 1993, 1994, 1995 and each
calendar

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month of 1996 ending prior to the date hereof and by week for each full week
prior to the date hereof of the current calendar month.

SECTION 2.6 LIABILITIES. Except as and to the extent reflected in the
audited balance sheet of Seller ("the LATEST BALANCE SHEET") at December 31,
1995 ("the LATEST BALANCE SHEET DATE") referred to in Section 2.5, Seller did
not have, as of the Latest Balance Sheet Date, any Liabilities or obligations
(other than obligations of continued performance under Contracts and other
commitments and arrangements entered into in the ordinary course of business);
and except as described in SCHEDULE 2.6 hereto, Seller has not incurred any
Liabilities since the Latest Balance Sheet Date except (i) current Liabilities
for trade or business obligations incurred in connection with the purchase of
goods or services in the ordinary course of the Business and consistent with
past practice and (ii) Liabilities reflected on any balance sheet included in
the Interim Statements delivered to Buyer prior to the date hereof.

SECTION 2.7 INVENTORY. SCHEDULE 2.7 sets forth a true and complete list
of Inventory by category as of the date hereof (including an aging schedule
showing all items over 60 days old). All Inventory consists of items which are
good and merchantable and of a quantity and quality usable or saleable in the
ordinary course of the Business consistent with past practices.

SECTION 2.8 ABSENCE OF CERTAIN CHANGES. Since the Latest Balance Sheet
Date, except as disclosed in SCHEDULE 2.8, Seller has conducted the Business in
the ordinary course consistent with past practices and there has not been:

(a) Any material adverse change in the Assets or any material adverse
change in the condition (financial or otherwise), results of operations or
prospects of the Seller or the Business (collectively, the "CONDITION OF THE
BUSINESS") or any event, occurrence or circumstance that could reasonably be
expected to cause such a material adverse change.

(b) Any transaction or Contract with respect to the purchase,
acquisition, lease, disposition or transfer of all or any part of any Assets or
to any capital expenditure relating to the Business (in each case, other than as
disclosed in any Interim Statement delivered to Buyer prior to the date of this
Agreement or transactions or Contracts entered into in the ordinary course of
the Business in accordance with past practice).

(c) Any damage, destruction or other casualty loss (whether or not
covered by insurance), condemnation or other taking affecting the Business or
Seller, to the extent material to the Business;

(d) Any change in any method of accounting or accounting practice by
Seller;

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(e) Except as set forth in SCHEDULE 2.14 OR 2.15, any increase in the
compensation payable or to become payable to any officer, stockholder, director,
consultant, agent or employee of Seller, or any alteration in the benefits
payable to any thereof;

(f) Any material adverse change in the relationships of Seller with
its customers, suppliers and vendors; or

(g) Except for any changes made in the ordinary course of Business,
any material change in any of Seller's business policies, including advertising,
marketing, pricing, purchasing, personnel, returns or budget policies.

SECTION 2.9 THE ASSETS. (a) SCHEDULE 2.9 sets forth a complete list and
description of the Real Property. Seller has a valid leasehold interest in and
to the Land and good, marketable and insurable title to the Improvements, in
each case, free and clear of all Liens of any nature whatsoever, other than (i)
Liens securing or relating to Assumed Liabilities, (ii) Liens for current Taxes
not yet due and payable, and (iii) in the case of the Land, easements,
covenants, restrictions and other similar encumbrances of record listed on
SCHEDULE 2.9, which do not relate to any Retained Liabilities and do not
materially interfere with the use of the Land or impair the conduct of the
Business (collectively, "PERMITTED LIENS"). SCHEDULE 2.9 sets forth with
respect to such Real Property a list of all title insurance policies, appraisal
reports, surveys and engineering and environmental reports (including, without
limitation, seismic and structural reports) held or controlled by Seller, copies
of which have been provided to Buyer. All Improvements located on the Real
Property are in good operating condition (subject to normal wear and tear) with
no structural or other defects known to Seller that could interfere in any
material respect with the operation of the Business, are located within
applicable boundary lines and are suitable for the purposes for which they are
currently used. The Business is not in violation in any material respect of any
building, zoning, anti-pollution, health, occupational safety or other Law,
Order, Permit or non-transferable license in respect of the Real Property.
Except as disclosed on SCHEDULE 2.9, no person, other than Seller, has any right
to occupy or possess any of the Real Property. To Seller's best knowledge, the
Real Property complies with the California Subdivision Map Act and no portion of
the Real Property is located within a "Special Studies Zone" as designated under
the Alquist-Priolo Special Studies Zone Act, Sections 2621-2630, inclusive, of
the California Public Resources Code. To Seller's best knowledge, no
Improvements are constructed of unreinforced masonry, and the Improvements
currently comply with all seismic upgrade, retrofit and condition requirements
of applicable laws and regulations. To Seller's best knowledge, there exist no
structural conditions with respect to the Improvements or the Equipment and no
soil or other conditions with respect to the Land that could increase the
probability of material damage to the Improvements or the Equipment as a result
of earthquake or other seismic activity.

(b) Seller has good and marketable title to (or valid leasehold
interest in) all Equipment used in the Business, free and clear of all Liens
except Permitted

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Liens. The Equipment constituting a part of the Assets (whether owned or
leased) has been well-maintained in accordance with industry standards, is in
good condition and repair (subject to normal wear and tear) and is, in the
aggregate, adequate in quantity and quality for the operation of the Business as
presently conducted. The Assets that are amusement rides or other equipment
have, in the aggregate, been operated and maintained in accordance with industry
practice. SCHEDULE 2.9 contains a list and description of all Equipment with a
book value (before depreciation) of $50,000 or more and indicates the Equipment
listed thereon that is leased.

(c) Seller has good and marketable title to the Assets (other than
the Real Property and Equipment) free and clear of any Liens other than
Permitted Liens.

SECTION 2.10 CONTRACTS. (a) SCHEDULE 2.10 sets forth an accurate and
complete list of all Contracts to which Seller is a party or by which it or its
assets are bound or subject, relating to the Business, except for those
Contracts with persons who are not Affiliates of either the Seller or any
Shareholder relating solely to the purchase or sale of property (other than the
Real Property) or services by Seller in the ordinary course of the Business
which (i) require Seller to make or receive payments not in excess of $40,000
and (ii) have a remaining term of less than twelve months on the date of this
Agreement or are terminable by Seller without penalty during such period.
Schedule 2.10 also includes a brief description of the Lease and all other
Contracts relating to the Real Property. True and correct copies of all written
Contracts listed on such Schedule and summaries of the material provisions of
all oral Contracts so listed have been delivered to Buyer.

(b) All Contracts listed on SCHEDULE 2.10 are valid, subsisting, in
full force and effect and binding upon Seller, as the case may be, and, to the
knowledge of Seller, the other parties thereto in accordance with their terms.
Seller is not in default (or alleged default) under any such Contract in any
material respect, nor, to the knowledge of Seller, is any other party thereto in
default thereunder in any material respect, and, to Seller's knowledge, there is
no condition that with notice or the lapse of time or both would constitute a
material default (or give rise to a termination right) under any such Contract.
To the knowledge of Seller, none of the other parties to any Transferred
Contract intends to terminate or materially alter the provisions thereof by
reason of the Contemplated Transactions or otherwise. Since the Latest Balance
Sheet Date, Seller has not waived any material right under any Transferred
Contract, materially amended or extended beyond December 31, 1996 any such
Transferred Contract or terminated or failed to renew (or received notice of
termination or failure to renew with respect to) any such Transferred Contract.

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party with respect to any Intellectual Property Rights; (ii) to the knowledge of
Seller, Seller has not interfered with, infringed upon, misappropriated or
otherwise come into conflict with any Intellectual Property Rights of any third
parties; and (iii) to the knowledge of Seller, no third party has interfered
with, infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property Rights of Seller.

SECTION 2.12 CLAIMS AND PROCEEDINGS. Except as set forth on SCHEDULE
2.12(a), there are no outstanding Orders of any Governmental Body against or
involving Seller, its assets or the Business. Except as set forth on SCHEDULE
2.12(b), there are no actions, suits, claims or counterclaims or legal,
administrative, governmental, arbitral or other proceedings or investigations
(collectively, "CLAIMS") (whether or not the defense thereof or Liabilities in
respect thereof are covered by insurance), pending or to the knowledge of Seller
threatened on the date hereof, against or involving Seller, the Assets or the
Business. Except as set forth on SCHEDULE 2.12(c), at the Closing there will be
no such Claims pending or, to the knowledge of Seller, threatened, other than
Claims that, individually or in the aggregate, could not reasonably be expected
to have a material adverse effect on the Condition of the Business. Except as
set forth on SCHEDULE 2.12(d), to the knowledge of Seller, on the date hereof,
there is no fact, event or circumstances that would give rise to any Claim. As
of the Closing, there will exist no such fact, event or circumstance known to
Seller that would give rise to any Claim that, if pending or to the knowledge of
Seller threatened on the Closing Date, could reasonably be expected to have a
material adverse effect on the Condition of the Business.

SECTION 2.13 TAX MATTERS. (a) Except as disclosed on SCHEDULE 2.13, all
Tax Returns required to be filed by Seller (or its predecessors) on or before
the Closing Date have been or shall be timely filed and all Taxes which are due
have been or shall be paid. All Taxes of Seller attributable to periods ending
on or before the Closing Date which are not yet due have been adequately
provided for. As of the time of filing, the Tax Returns correctly reflected
(and, as to any Tax Returns not filed as of the date thereof will correctly
reflect) the facts regarding the income, Business, assets, operations,
activities and status of Seller. There are no Tax Liens upon any assets of
Seller except for Liens for current Taxes not yet due and payable. All amounts
required to be withheld by Seller from employees for income Taxes, social
security and other payroll Taxes have been collected and withheld, and either
paid to the respective Governmental Bodies, set aside in accounts for such
purpose, or have been or will be accrued, reserved against and entered upon the
books and records of Seller. All Taxes which are due and payable by Seller
under the Lease for the period prior to and including the Closing Date have been
or shall be paid prior to Closing. Except for sales Taxes which result from the
consummation of the Contemplated Transactions, Seller has collected and remitted
to the appropriate Tax Authority all sales and use or similar Taxes required to
have been collected on or prior to the Closing Date and have been furnished
properly completed exemption certificates for all exempt transactions. Seller
has maintained and has in its possession all records, supporting documents and
exemption certificates required by applicable sales Tax statutes and regulations
to be retained in connection with the collection and remittance of sales and use
Taxes for all periods up to and including the Closing Date. Seller (or any of
its

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predecessors) is not a party to nor has received any notice with respect to any
proposed or pending examination, investigation, audit, action or Claim by any
Tax Authority relating to Taxes, nor is party to any dispute or, to Seller's
knowledge, threatened dispute with respect thereto and no Claim for assessment
or collection of Taxes has been made upon Seller. SCHEDULE 2.13 includes a
description of all such past examinations, investigations, audits, actions or
Claims within the past three years. Seller is not a "foreign person" within the
meaning of section 1445 of the Code, and Seller will furnish Buyer with an
affidavit that satisfies the requirements of section 1445 (b) (2) of the Code.
Seller is not and has never been a member of or included in any consolidated,
combined or unitary group for purposes of filing Tax Returns or paying Taxes at
any time. Seller has no Liability for Taxes of any other person under Treasury
Regulation section 1.1502-6 (or any similar provision of state or foreign law),
or as a transferee of such person, or under any other provision of Law or Tax
sharing, Tax indemnity or similar Contract.

(b) Buyer shall deduct and withhold three and one-third percent
(3-1/3%) of the purchase price for the Real Property unless Seller provides
Buyer prior to closing with a duly-executed withholding exemption certificate
(California Department of Revenue Form 590-RE), or in the event that Seller is a
non-California resident, a certificate issued by the California Franchise Tax
Board pursuant to California Revenue and Taxation Code Sections 18662 and 18668
stating either the amount of withholding required from Seller's proceeds or that
Seller is exempt from such withholding requirement, in which case such other
stated amount shall be withheld.

SECTION 2.14 EMPLOYEE BENEFITS PLANS. (a) SCHEDULE 2.14 lists all bonus,
deferred compensation, pension, retirement, profit-sharing, thrift, savings,
employee stock ownership, stock bonus, stock purchase, restricted stock and
stock option plans, all employment or severance contracts, health and medical
insurance plans, life insurance and disability insurance plans, other employee
benefit plans, contracts or arrangements including, but not limited to,
"employee benefit plans" within the meaning of Section 3(3) of ERISA (the
"EMPLOYEE BENEFIT PLANS") which cover any current or former employee, officer,
director or consultant of Seller or any portion of the Business. SCHEDULE 2.14
separately identifies all Deferred Compensation Liabilities and all Employee
Benefit Plans providing retiree benefits and a calculation of the present value
of all retiree Liabilities. All Employee Benefit Plans have been established
and maintained in all material respects in accordance with their terms. No
Employee Benefit Plan is or was collectively bargained for. The Employee
Benefit Plans which are described in Section 3(3) of ERISA (the "ERISA PLANS")
are in compliance in all material respects with all provisions of ERISA, other
applicable Laws and, if intended to be tax qualified, Sections 401(a) and 501(a)
of the Code. All ERISA Plans which are intended to qualify under Section 401(a)
of the Code have been submitted to and approved under Section 401(a) of the Code
by the IRS and, to the best knowledge of Seller, nothing has occurred which
would cause the loss of such tax qualification. No Liability under ERISA has
been or is expected to be incurred by Seller or any Affiliate of Seller with
respect to any ongoing, frozen or terminated "single-employer plan," within the
meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any
of them, or the single-employer plan of any entity which is considered

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one employer with Seller under Section 4001 of ERISA or Section 414 of the Code
(an "ERISA AFFILIATE"). Seller and its Affiliates have not incurred and do not
expect to incur any Liability with respect to a multi-employer plan under
Subtitle E of Title IV of ERISA (regardless of whether based on contributions of
an ERISA Affiliate) and have not made or are obligated to make any contributions
to any multi-employer plan. All contributions required to be made under the
terms of any Employee Benefit Plan have been timely made or have been duly
provided for. No single-employer plan of Seller or any ERISA Affiliate of
Seller has any unfunded pension liability or any "accumulated funding
deficiency" (whether or not waived) within the meaning of Section 412 of the
Code or Section 302 of ERISA. No Reportable Event has occurred with respect to
any ERISA Plan. Neither Seller nor any of its Affiliates has provided, or is
required to provide, security to any single-employer plan of an ERISA Affiliate
pursuant to Section 401(a) of the Code. Seller and each ERISA Affiliate have
paid all premiums (together with any interest, charges or penalties for late
payment thereon) required to be paid to the Pension Benefit Guaranty Corporation
with respect to each ERISA plan for which such premiums are required. To the
best knowledge of Seller, no ERISA Plan has engaged in any transaction described
in Section 406 or 407 of ERISA or Section 4975 of the Code. Each ERISA Plan has
at all times complied with the bonding requirements of Section 412 of ERISA.
Each Employee Benefit Plan can be unilaterally terminated without penalty by
Seller on no more than sixty (60) days' notice. There are no pending or, to the
knowledge of Seller, threatened Claims relating to any Employee Benefit Plan,
other than routine Claims for benefits in the ordinary course, asserted against
(i) any Employee Benefit Plan or its assets, (ii) Seller or any ERISA Affiliate
or (iii) any fiduciary, for which Seller may be directly or indirectly liable,
through indemnification obligations or otherwise.

(b) With respect to each Employee Benefit Plan, Seller has made
available to Buyer a current, accurate and complete copy (or, to the extent no
such copy exists, an accurate and complete description) thereof (including all
amendments thereto which will become effective at a later date) and, to the
extent applicable, (i) any related trust agreement, annuity contract or other
funding instrument; (ii) the most recent summary plan description, (iii) the
most recent annual report form (FORM 5500 series), financial statement and
actuarial report and (iv) the most recent IRS determination letter.

SECTION 2.15 EMPLOYEE-RELATED MATTERS. (a) SCHEDULE 2.15 contains a true
and correct list of all officers, directors, full-time employees and consultants
of Seller, including any agreement relating thereto, and a description of the
rate and nature of all compensation payable by Seller to each such person.
SCHEDULE 2.15 also contains a description of all existing severance, accrued
vacation policies or retiree benefits of any current or former director,
officer, employee or consultant (to the extent not included on SCHEDULE 2.14).
Except as set forth on such Schedule, the employment or consulting arrangement
of all such persons and all part-time employees of Seller is terminable at will.

(b) Except as set forth in SCHEDULE 2.15, (a) Seller is not a party
to any Contract with any labor organization or other representative of its
employees; (b) there is no unfair labor practice charge or complaint pending or,
to the knowledge of

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Seller, threatened against Seller; (c) Seller has not experienced any labor
strike, slowdown, work stoppage or similar material labor controversy within the
past three years; (d) no representation question has been raised respecting any
of Seller's employees working within the past three years, nor, to the knowledge
of Seller, are there any campaigns being conducted to solicit authorization from
Seller's employees to be represented by any labor organization; (e) no Claim
before any Governmental Body brought by or on behalf of any employee,
prospective employee, former employee, retiree, labor organization, other
representative of Seller's employees or any Governmental Body, is pending or, to
the knowledge of Seller, threatened against Seller; (f) Seller is not a party
to, or otherwise bound by, any Order relating to its employees or employment
practices; and (g) except with respect to ongoing disputes of a routine nature
involving immaterial amounts, Seller has paid in full to all of its employees
all wages, salaries, commissions, bonuses, benefits and other compensation due
and payable to such employees.

SECTION 2.16 INSURANCE. SCHEDULE 2.16 sets forth a list of all insurance
policies, fidelity and surety bonds and fiduciary liability policies ("the
INSURANCE POLICIES") covering the Assets, the Business, operations, employees,
officers and directors of Seller and true and complete copies of all such
Insurance Policies have been delivered to Buyer. SCHEDULE 2.16 also sets forth
a true and complete list of Claims made in respect of Insurance Policies during
the three years prior to the date hereof. True and correct copies of all loss
runs with respect to such period have been delivered to Buyer. There is no
Claim by Seller pending under any of such Insurance Policies, and the Lease with
respect thereto, as to which coverage has been questioned, denied or disputed by
the underwriters of such Insurance Policies or any requirement by any insurer to
perform work which has not been satisfied. All premiums payable on or before
the Closing Date under all Insurance Policies have been paid and Seller is
otherwise in compliance in all material respects with the terms and conditions
of all such Insurance Policies. All Insurance Policies are in full force and
effect.

SECTION 2.17 COMPLIANCE WITH LAWS. Seller is not in violation in any
material respect of any order, judgment, injunction, award, citation, decree,
consent decree or writ (collectively, "ORDERS"), or any material law, statute,
code, ordinance, rule, regulation or other requirement, including any
Environmental Laws (collectively, "LAWS"), of any government or political
subdivision thereof, whether federal, state, local or foreign, or any agency or
instrumentality of any such government or political subdivision, or any court or
arbitrator (collectively, "GOVERNMENTAL BODIES") affecting its assets or the
Business.

SECTION 2.18 PERMITS. Seller has obtained all Permits and
non-transferable licenses, and has made all required registrations and filings
with, any Governmental Body that are material to the use and occupancy of the
Real Property or the conduct of the Business. All material Permits and
non-transferable licenses are listed on SCHEDULE 2.18 and are in full force and
effect; no material violations are or have been recorded in respect of any
Permit or non-transferable license within the three years prior to the Closing
Date; and no proceeding is pending or, to the knowledge of Seller, threatened to
revoke or limit any

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Permit or non-transferable license. Except as listed on SCHEDULE 2.18, no
Permit will terminate by reason of the Contemplated Transactions.

SECTION 2.19 ENVIRONMENTAL MATTERS. Except as referenced in SCHEDULE
2.19, (a) there has been, directly or indirectly, no use, manufacture,
generation, refining, storage, transport, disposal or treatment of Hazardous
Substances by Seller (or, to the knowledge of Seller, any predecessor in
interest), or any Release at, on or under any Real Property by Seller or, to the
knowledge of Seller, by any other person, in violation of any Environmental Law
or which would require remedial action under any Environmental Law; Seller has
not contaminated the soil, ground water or surface water, to the knowledge of
Seller, none of the soil, ground water or surface water of such Real Property is
or has been contaminated by any Release.

(b) No portion of the Real Property has ever been used as a petroleum
storage, refining or distribution facility or terminal, or a gasoline station by
Seller or any tenant or licensee of Seller thereat;

(c) As to the ownership or operation of the Assets or the Business,
Seller has not created, suffered or permitted, and has not received any written
notice of (i) any alleged violation with respect to any Environmental Law; or
(ii) any prior, pending or threatened Regulatory Action or other Claim involving
any such party or any present or former owner, lessee or operator of the Real
Property.

(d) (i) there are no incinerators, septic tanks, underground or
aboveground tanks or cesspools, pipes or pipelines for the storage or
transportation of Hazardous Materials, including without limitation, heating
oil, fuel oil, gasoline and/or other petroleum products, whether such tanks,
pipelines or pipes are in operation, closed or abandoned (the "TANKS") located,
or to the knowledge of Seller, which have been located, on, at or under the Real
Property, (ii) all sewage from the Real Property is discharged into a public
sanitary sewer system, and (iii) there has been no Release by Seller, or to
Seller's knowledge by any other party, into the atmosphere, any adjoining or
adjacent body of water, or adjoining or adjacent property in violation of
Environmental Law. Seller has delivered to Buyer copies of all environmental
reports and all other written materials held or controlled by Seller regarding
the environmental matters set forth in this Section 2.19. Notwithstanding the
foregoing, if the Real Property contains any such Tanks, Seller represents that
Seller is in compliance in all material respects with all registration and other
requirements of Environmental Law (including U.S.C. Section 6991, "Regulation of
Underground Storage Tanks") regulating the existence, usage and removal thereof.

SECTION 2.20 FINDERS; FEES. Except as set forth in SCHEDULE 2.20, there
is no investment banker, broker, finder or other intermediary which has been
retained by or is authorized to act on behalf of Seller who might be entitled to
any fee or commission from Seller upon consummation of the Contemplated
Transactions. All fees and commissions described in SCHEDULE 2.20 will have
been paid in full by Seller prior to the Closing.

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SECTION 2.21 ABILITY TO CONDUCT BUSINESS. As of the Closing, the Assets
will be sufficient and adequate to permit the continued conduct of the Business
substantially as it has been conducted since January 1, 1996 and, assuming all
Seller Required Consents are obtained, the consummation of the Contemplated
Transactions hereby will enable Buyer to conduct the Business substantially as
it has been conducted since that date.

SECTION 2.22 LEASE. Except as set forth in SCHEDULE 2.22:

(a) the Lease is in full force and effect with no default by Seller
or, to its knowledge, lessor existing beyond applicable notice and cure periods
or any event or condition which, with the giving of notice or passage of time
would constitute such a default, and neither Seller, nor to its knowledge,
lessor under the Lease has any existing rights of offset or abatement;

(b) all work, repairs and improvements (including capital
improvements) required to have been done on or prior to the Closing under the
Lease by Seller has been completed in accordance therewith, and Seller has
waived any and all rights to terminate the Lease with respect thereto;

(c) the Lease is superior to any and all mortgages now or hereafter
constituting a Lien on the Real Property and/or the interest of either party to
the Lease therein;

(d) there are no rights of first refusal, options to purchase,
"buy-out" rights, or other termination rights which have been exercised, or are
currently exercisable, by either party to the Lease;

(e) all rent and other amounts payable by Seller under the Lease have
been paid to the date hereof, and shall be paid to the date of Closing;

(f) any amounts payable to Seller under the Lease have been paid to
the date hereof, and shall be apportioned at Closing;

(g) during each applicable year of the Lease, Seller has expended
amounts on advertising and promotion at each of Waterworld and Paradise Island
at least equal to the amounts required by Sections 8.3.1 and 8.3.2 (without
regard to the final paragraph of either thereof), respectively, of the Lease.
Schedule 2.22 sets forth a calculation, in reasonable detail, on a per-year
basis demonstrating Seller's compliance on the date of this Agreement with such
Sections of the Lease;

(h) during each applicable year of the Lease, Seller has expended
amounts on capital improvements, which were, in each case, approved by the
lessor under the Lease in accordance with Section 8.4.2 thereof, at least equal
to the amounts required by Sections 8.4.4A thereof (without regard to clause (c)
or the final paragraph thereof) and

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Section 8.4.4B (without regard to clause (b) thereof or the final paragraph
thereof, but including the minimum amount required to be expended prior to
December 31, 1994 with respect to Paradise Island as set forth in such Section).
Schedule 2.22 sets forth a calculation, in reasonable detail, on a per-year
basis demonstrating Seller's compliance on the date of this Agreement with such
Sections of the Lease;

(i) Subsequent to October 30, 1995 and prior to the date hereof,
Seller has expended $1,082,639 on capital improvements under Section 8.4.4C of
the Lease, which were, in each case, approved by the lessor under the Lease in
accordance with Section 8.4.2 thereof. Of such amount, nil was expended on
improvements which benefit both Seller and the State fairgrounds generally as
required under Section 8.4.4C of the Lease;

(j) prior to the Closing Date (i) Seller will update Schedule 2.22 to
include amounts expended prior to the Closing Date and (ii) without the prior
written consent of Buyer, Seller will not have agreed with the lessor under the
Lease for the grant of additional real property thereunder pursuant to Sections
8.4.4D or E thereof; and

(k) Seller has heretofore delivered to Buyer true and correct copies
of all plans, budgets and specifications relating to periods subsequent to the
Closing Date submitted to the lessor under the Lease under Sections 8 or 9
thereof and will not prior to the Closing Date submit any such document to such
lessor with respect to any such period without the prior written approval of
Buyer, which approval shall not be unreasonably withheld.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF BUYER AND PARENT

Buyer and Parent represent and warrant to Seller that:

SECTION 3.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Buyer and Parent have
full power and authority to execute and deliver this Agreement and each other
Transaction Document to which it is or, at the Closing, will be a party and to
consummate the Contemplated Transactions. The execution and delivery of this
Agreement and the consummation of the Contemplated Transactions to which Buyer
or Parent is or, at the Closing, will be a party have been duly and validly
authorized and approved by the board of directors thereof and no other corporate
proceedings on the part of Buyer or Parent are necessary to authorize the
execution and delivery by Buyer or Parent of this Agreement or the consummation
of the Contemplated Transactions to which it is a party. This Agreement has
been and, at the Closing, the other Transaction Documents to which Buyer or
Parent is a party will have been duly and validly executed and delivered by
Buyer and Parent and (assuming the valid execution and delivery thereof by the
other parties thereto)

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constitutes or will at the Closing constitute, as the case may be, the legal,
valid and binding agreement of Buyer and Parent, enforceable against Buyer or
Parent, as the case may be, in accordance with their respective terms, except as
such obligations and their enforceability may be limited by applicable
bankruptcy and other similar laws affecting the enforcement of creditors' rights
generally and except that the availability of equitable remedies is subject to
the discretion of the court before which any proceeding therefor may be brought
(whether at law or in equity).

SECTION 3.2 NO CONFLICTS; CONSENTS. The execution, delivery and
performance by Buyer and Parent of this Agreement and each other Transaction
Document to which it is or, at the Closing, will be a party and the consummation
of the Contemplated Transactions to which it is or, at the Closing, will be a
party do not and will not (i) violate any provision of the Certificate of
Incorporation or By-laws of Buyer or Parent; (ii) require Buyer or Parent to
obtain any consent, approval or action of or waiver from, or make any filing
with, or give any notice to, any Governmental Body or any other person, except
for compliance with the HSR Act and except as set forth in SCHEDULE 3.2 (the
"BUYER REQUIRED CONSENTS"); (iii) if Buyer Required Consents are obtained prior
to the Closing, violate, conflict with or result in the breach or default under
(after the giving of notice or the passage of time); or permit the termination
of, any material Contract to which Buyer is a party or by which Buyer, Parent or
their assets may be bound or subject, or (iv) if Buyer Required Consents are
obtained prior to the Closing, violate any Law or Order of any Governmental Body
against, or binding upon, Buyer, the Parent or upon their assets or business.

SECTION 3.3 CORPORATE EXISTENCE AND POWER. Each of Buyer and Parent is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation and each has all requisite corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted and as it will be conducted
upon consummation of the Contemplated Transactions. At the Closing, Buyer (or
its assignee) will be qualified to do business in the State of California.

SECTION 3.4 FINDERS; FEES. There is no investment banker, broker, finder
or other intermediary which has been retained by or is authorized to act on
behalf of Buyer or Parent who might be entitled to any fee or commission from
Buyer or Parent upon consummation of the Contemplated Transactions.

ARTICLE IV

COVENANTS AND AGREEMENTS

SECTION 4.1 CONDUCT OF BUSINESS OF SELLER. (a) From the date hereof
through the Closing Date, Seller agrees:

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(i) To conduct its operations according to the ordinary and
usual course of the Business consistent with past practice, to preserve intact
its present business organization and structure, to use reasonable efforts to
keep available the services of its officers, agents and full-time employees, to
use reasonable efforts to preserve and maintain the Assets and the good will of
the Business and to use reasonable efforts to preserve its relationships with
customers and suppliers, and others having business dealings with Seller.

(ii) To maintain in the ordinary course of the Business,
consistent with past practice and in accordance with all Contracts, the Real
Property, all Equipment, the Inventory and other tangible property in their
present repair, order and condition, subject to ordinary wear and tear and to
the requirements of such Contracts.

(iii) Not to incur any Liability (other than Liabilities incurred
in the ordinary course of the Business, consistent with past practice, which are
not in the aggregate material thereto), nor enter into any Contract of a type
required to be included on any Schedule hereto.

(iv) Not to undertake (nor permit to be undertaken) any of the
actions specified in Section 2.8.

(v) Not to pay, discharge or satisfy any material Claim or
Liability, other than the payment, discharge or satisfaction in the ordinary
course of the Business of Claims or Liabilities incurred in the ordinary course
of Business, consistent with past practice.

(vi) to fully comply with the Lease and immediately deliver to
Buyer copies of all notices delivered or received thereunder or in connection
therewith.

(b) From the date hereof through the Closing Date, Seller agrees that
it will use reasonable efforts to conduct the Business in such a manner so that
the representations and warranties of Seller contained herein shall continue to
be true and correct on and as of the Closing Date as if made on and as of the
Closing Date.

(c) From the date hereof through the Closing Date, Seller agrees that
it will consult with Buyer prior to any renewal, amendment, extension or
termination of, waiver of any material right under, or any failure to renew, any
Transferred Contract and will not take any such action if Buyer objects thereto
in writing.

SECTION 4.2 CORPORATE EXAMINATIONS AND INVESTIGATIONS. (a) Prior to the
Closing Date, Seller agrees that Buyer shall be entitled, through its directors,
officers, Affiliates, employees, attorneys, accountants, representatives,
lenders, consultants and other agents (collectively, "REPRESENTATIVES") to make
such investigation of the Assets, the Business and operations of Seller, and
such examination of the books, records and financial condition of Seller, as
Buyer reasonably deems necessary. Any such investigation and

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examination shall be conducted at reasonable times, under reasonable
circumstances and upon reasonable notice, and Seller shall cooperate fully
therein. In that connection, Seller shall make available to the Representatives
of Buyer during such period, without however causing any unreasonable
interruption in the operations of Seller, all such information and copies of
such documents and records concerning the affairs of Seller as such
Representatives may reasonably request, shall permit the Representatives of
Buyer access to the Assets and all parts thereof and to Seller's employees,
customers, suppliers, contractors and others, and shall cause Seller's
Representatives to cooperate fully in connection with such review and
examination. No investigation by Buyer shall diminish or obviate any of the
representations, warranties, covenants or agreements of Seller contained in this
Agreement.

SECTION 4.3 ADDITIONAL FINANCIAL STATEMENTS. Prior to the Closing Date,
as soon as available and in any event within thirty (30) calendar days after the
end of each monthly accounting period of Seller ending after the date of the
most recent Interim Statement, Seller shall furnish Buyer with an unaudited
financial statements of Seller for such month in form and substance comparable
to the Interim Statements and with such other financial or other information
routinely prepared by Seller or reasonably requested by Buyer.

SECTION 4.4 FILINGS AND AUTHORIZATIONS. Seller and Buyer, before or
within two business days after the execution and delivery of this Agreement,
shall file or supply, or cause to be filed or supplied, all notifications,
reports and other information required to be filed or supplied pursuant to the
HSR Act in connection with the Contemplated Transactions and which are required
by Law to effectuate the consummation of the Contemplated Transactions. Seller
and Buyer shall cooperate with each other in connection with such filings and
furnish each other with copies of such filings and any correspondence received
from any Governmental Body in connection therewith. Seller and Buyer, as
promptly as practicable, shall make, or cause to be made, all filings and
submissions under such Laws as are applicable to them or to their respective
Affiliates, as may be required for them to consummate the Contemplated
Transactions in accordance with the terms of this Agreement and shall furnish
copies thereof to the other party prior to such filing and shall not make any
such filing or submission to which Buyer or Seller, as the case may be,
reasonably objects in writing. All such filings shall comply in form and
content in all material respects with applicable Law.

SECTION 4.5 EFFORTS TO CONSUMMATE. Subject to the terms and conditions
herein, each of Seller and Buyer, without payment or further consideration,
shall use its good faith efforts to take or cause to be taken all action and to
do or cause to be done all things necessary, proper or advisable under
applicable Laws, Permits and Orders to consummate and make effective, as soon as
reasonably practicable, the Contemplated Transactions, including, but not
limited to, the obtaining of all Seller Required Consents and Buyer Required
Consents and Permits or consents of any third party, whether private or
governmental, required in connection with such party's performance of such
transactions and each party hereto shall cooperate with the other in all of the
foregoing.

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Without limiting the generality of the foregoing, Seller will, upon execution of
this Agreement, use reasonable best efforts to obtain, as soon as practicable
thereafter, execution of the Lease Documents by the landlord under the Lease,
and all costs and expenses incurred in connection therewith shall be borne
equally by Seller and Buyer.

SECTION 4.6 NEGOTIATIONS WITH OTHERS. From and after the date hereof
unless and until this Agreement shall have terminated in accordance with its
terms, Seller and each Shareholder agrees that neither Seller, nor any of its
Affiliates or any officer, director, employee, shareholder or other
Representative of Seller or its Affiliates, will directly or indirectly (i)
solicit, engage in discussions or engage in negotiations with any person (other
than Buyer or any of its Affiliates) with respect to an Acquisition Proposal;
(ii) provide information to any person (other than Buyer or any of its
Representatives) in connection with an Acquisition Proposal; or (iii) enter into
any transaction with any person (other than Buyer or any of its Affiliates) with
respect to an Acquisition Proposal. If Seller, any Affiliate or shareholder or
Representative thereof receives any offer or proposal to enter into discussions
or negotiations relating to any of the above, Seller will immediately notify
Buyer in writing as to the identity of the offeror or the party making any such
proposal and the specific terms of such offer or proposal.

SECTION 4.7 NOTICES OF CERTAIN EVENTS. Prior to the Closing Date, Seller
and Buyer shall promptly notify the other of:

(a) any notice or other communication from any person alleging that
the consent of such person is or may be required in connection with the
Contemplated Transactions;

(b) any notice or other communication from any Governmental Body in
connection with the Contemplated Transactions; and

(c) any event, condition or circumstance occurring from the date
hereof through the Closing Date that would constitute a violation or breach of
any representation or warranty, whether made as of the date hereof or as of the
Closing Date, or that would constitute a violation or breach of any covenant of
any party contained in this Agreement.

SECTION 4.8 PUBLIC ANNOUNCEMENTS. Prior to the Closing Date, Seller and
Buyer will consult with each other before issuing any press release or otherwise
making any public statement with respect to the Contemplated Transactions, and
will not issue any such press release or make any such public statement without
the prior approval of Buyer or Seller, as the case may be, except as may be
required by applicable Law in which event the other party shall have the right
to review and comment upon (but not approve) any such press release or public
statement prior to its issuance.

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SECTION 4.9 COVENANT NOT-TO-COMPETE. During the period commencing on the
Closing Date and ending on the earlier of (i) the date Buyer or its successors
or assigns shall cease operation of the Business or (ii) five years thereafter
(the "TERM"):

(a) In order to preserve the value of the Assets being sold to Buyer,
each of Seller and the Shareholders agrees that it will not, directly or
indirectly, as a partner, officer, employee, director, stockholder, proprietor,
consultant, representative, agent or otherwise become or be interested in, or
associate with or render assistance to, any person engaged in the ownership,
operation and/or management of any (i) water park located within 100 miles of
either Park or (ii) amusement park, theme park, mini-theme park, or family
amusement or entertainment center located within 50 miles of either Park,
provided that Seller and the Shareholders may engage in the ownership, operation
and/or management of a family entertainment center within such 50 mile radius
provided that such center is within a one (1) mile radius of the locations
specified in SCHEDULE 4.9 hereto in the cities of San Rafael, San Bruno, Union
City and San Jose. The foregoing provisions shall not, however, prohibit (x)
the ownership by any person of not more than five percent (5%) of any class of
outstanding equity securities listed for trading on a national securities
exchange or publicly traded in the over-the-counter market which engages in any
of such businesses, or (y) the employment of Donald Busch by any person.

(b) Each of Seller and the Shareholders agrees that it will not,
directly or indirectly, during the Term, for its own benefit or for the benefit
of any other entity or person knowingly solicit the professional services of any
employee, agent or consultant of Buyer or any Affiliate of Buyer or otherwise
interfere with the relationship between Buyer or any Affiliate and any of such
persons.

(c) After the Closing, neither Seller nor any Shareholder nor any of
Seller's Representatives will, directly or indirectly, use, disclose or make
available to anyone (other than Buyer) any confidential information concerning
the ownership and/or operation of the Parks (the "CONFIDENTIAL INFORMATION"),
except to the extent that such Confidential Information has been made publicly
available by Buyer. The Confidential Information includes, without limitation,
the business practices, financial information, customer and prospective
customers names, suppliers and prospective suppliers names, leads and account
information, mailing lists, computer programs, advertising campaigns (including,
without limitation, displays, drawings, memoranda, designs, styles or devices),
employee names, compensation and benefit information of Seller pertaining to the
Parks. In the event that Seller or any Shareholder 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, Seller or such Shareholder shall notify
Buyer promptly of the request or requirement so that Buyer may seek an
appropriate protective order or waive compliance with the provisions of this
Section 4.9(c). If, in the absence of a protective order or the receipt of a
waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any
Confidential Information to the tribunal or else stand liable for contempt,
Seller or such Shareholder may disclose the Confidential Information to the
tribunal; provided that Seller or such

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Shareholder shall use its best efforts to obtain, at the request of Buyer, an
order or other assurance that confidential treatment shall be accorded to such
portion of the Confidential Information required to be disclosed as Buyer shall
designate.

(d) The parties agree that a violation of the foregoing agreements
not to compete or disclose, or any provision thereof, will cause irreparable
damage to Buyer, and Buyer shall be entitled (without any requirement of posting
a bond or other security), in addition to any other rights and remedies which it
may have, at law or in equity, to an injunction enjoining and restraining
Seller, any Shareholder and/or Seller's Representatives from doing or continuing
to do any such act or any other violations or threatened violations of this
Section 4.9.

(e) The parties hereto agree that the covenant set forth in this
Section 4.9 (the "Covenant") is reasonable with respect to its duration,
geographical area and scope. The Covenant is expressly intended to conform with
Section 16601 of the California Business and Professional Code. If the final
judgment of a court of competent jurisdiction declares that any term or
provision of this Section 4.9 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 4.10 EXPENSES. Buyer and Seller shall each pay 50% of the
expenses incurred in connection with any filing under the HSR Act and the title
insurance and survey referred to in Section 5.3(f). Except as otherwise
specifically provided in this Agreement, Buyer and Seller shall bear their
respective expenses, in each case, incurred in connection with the preparation,
execution and performance of this Agreement and the Contemplated Transactions,
including, without limitation, all fees and expenses of their respective
Representatives.

SECTION 4.11 TAX MATTERS. (a) Seller shall provide Buyer with a
clearance certificate or similar document(s) that may be required by the Tax
Authority of any jurisdiction in order to relieve Buyer of any obligation to
withhold any portion of the Purchase Price.

(b) Prior to Seller's filing of any Tax Return for its Taxable year
ended December 31, 1996, Seller shall provide Buyer with a copy of such Tax
Return at least ten business days prior to the date on which Seller gives notice
to Buyer that Seller will file such Return. Seller will prepare such Tax
Returns and compute the amount of its income and the Tax liability owed by it,
if any, in accordance and consistent with the past custom and practice of Seller
in filing its Tax Returns. Seller shall timely pay all Taxes

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(including payments of estimated Taxes) that are shown as due and payable on
such Tax Returns.

SECTION 4.12 EMPLOYEE MATTERS.

(a) On the Closing Date, Buyer shall offer employment to such
employees of the Business as it shall determine in its sole discretion, which
offer will include employee benefits that are comparable to those offered by
Buyer or its Affiliates to their comparable employees as of the Closing Date,
PROVIDED, HOWEVER, that any offer of employment shall be contingent upon the
Closing actually occurring. All such employees who accept Buyer's offer of
employment will become employees of Buyer ("TRANSFERRED EMPLOYEES") as of the
Closing Date.

(b) Seller shall retain responsibility and complete liability for all
benefits earned by the Transferred Employees through the Closing Date under
Seller's Employee Benefit Plans and shall pay to each Transferred Employee the
accrued benefit of such Transferred Employee thereunder in accordance with the
terms of such Plans. No assets held in trust in respect of any Employee Benefit
Plan of Seller shall be transferred to Buyer or to any plan adopted or
maintained by Buyer.

(c) Seller shall bear the entire cost and expense of wages, salaries,
bonuses (including all bonuses based on or related to the results of operations
of the Business during its 1996 season, whether payable prior to, on or after
the Closing Date (the "1996 BONUSES"), severance obligations, worker's
compensation claims, and any other direct or indirect compensation or employee
benefits (whether arising under Seller's Employee Benefit Plans or otherwise) of
all employees of the Business for all periods ending on or prior to the Closing
Date, irrespective of time at which any claims therefor are made. For purposes
hereof, an expense will be deemed to be incurred when the services related
thereto have been rendered and a disability shall be deemed to have occurred on
the date of the applicable accident or trauma rather than the date upon which
any determination is made concerning the existence of the disability.

(d) Neither Buyer nor Seller intend this Section to create any rights
or interests, except as between Buyer and Seller, and no present or future
employees of either party (or any dependents of such employees) will be treated
or deemed as third party beneficiaries in or under this Agreement.

SECTION 4.13 CERTAIN RENEWALS. With respect to each Permit which may
expire prior to the Closing Date or within sixty days thereafter, Seller shall
(i) timely file with the appropriate Governmental Bodies applications for
renewal of each such Permit (the "APPLICATIONS"), (ii) deliver to Buyer true and
complete copies of such Applications, (iii) diligently prosecute such
Applications prior to Closing, and (iv) cooperate fully with all Governmental
Bodies in the processing of such Applications.

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SECTION 4.14 COLLECTION OF ACCOUNTS RECEIVABLE. From and after the
Closing Date, Buyer shall be solely responsible for collecting the accounts
receivable of Seller existing on the Closing Date (the "RECEIVABLES") and,
except as provided herein, Seller shall take no action to collect any such
Receivables. Buyer shall give prompt written notice to Seller of any amount
collected in respect of any Receivable and shall promptly remit such amount to
Seller. Any amount received without designation of the invoice to which it
should be applied shall first be applied to the Receivables due from such
account debtor. Any amount received by Buyer from any account debtor, which is
designated by such account debtor as applicable to a receivable other than a
Receivable, shall be the property of Buyer and shall be applied by Buyer to the
balance then due and owing by such account debtor to Buyer. With respect to any
Receivable that is not collected within 90 days following the Closing Date,
Buyer shall consent in writing to the commencement by Seller, at its expense, of
legal action to collect such Receivable.

SECTION 4.15 TRANSFER TAXES; ALLOCATIONS. (a) All excise, sales, value
added, use, registration, stamp, transfer and similar Taxes, including, without
limitation, any real estate transfer taxes relating to the Real Property or the
Lease, any personal property transfer Taxes relating to the Assets, incurred in
connection with this Agreement and the Contemplated Transactions shall be borne
equally by Seller and Buyer. Buyer and Seller shall cooperate in providing each
other appropriate resale exemption certificates and other appropriate Tax
documentation and related information at or prior to Closing, as required by
law.

(b) Real estate taxes, personal property taxes, water and sewer
charges, general and special assessments and general and special utility charges
and other similar operating expenses relating to the Business shall be
apportioned at the Closing as of the Closing Date. At the Closing, Buyer and
Seller shall reimburse the other party, as appropriate, for amounts payable
pursuant to this Section 4.15(b).

SECTION 4.16 DISCHARGE OF POTENTIAL LIABILITIES. Seller agrees to pay and
discharge when due all claims of creditors of Seller that may be asserted
against Buyer or Parent except with respect to the Assumed Liabilities.

SECTION 4.17 ACCESS. After the Closing and from time to time, each party
hereto shall permit the other parties and their Representatives to have access
during regular business hours and upon reasonable notice, to inspect and copy
agreements, records, books and other documents that are included in or relate to
the Assets or the Business and identified with reasonable particularity,
wherever located, for the purposes of (i) preparing Tax Returns and financial
statements and responding to Tax audits, and (ii) prosecuting or defending any
Claim, which arises out of or relates to the Business or the Assets. Each party
shall cooperate fully with the other party in connection with the foregoing.
If, after the Closing, any party determines to destroy any agreements, records,
books or documents referred to above, it will give to the other party at least
two months' prior written notice thereof, and such other party shall have the
right during such two-month period upon

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reasonable notice and during regular business hours to take possession of any
such agreements, records, books or documents.

SECTION 4.18 STRUCTURING. Seller acknowledges that Buyer may prior to
Closing propose an alternative structure for the Contemplated Transactions and
agrees that, unless in the reasonable opinion of Seller such alternative
adversely affects the rights and obligations of Seller or the Shareholders or
such alternative structure results in a net expense to Seller, the parties at or
prior to Closing shall enter into such amendments hereto or other instruments
and documents as shall be required to effect such alternative structure.

ARTICLE VI

CONDITIONS TO CLOSING

SECTION 5.1 CONDITIONS TO THE OBLIGATIONS OF THE PARTIES. The obligations
of Seller and Buyer to consummate the Contemplated Transactions are subject to
the satisfaction of the following conditions, which, in the case of Section
5.1(c), may be waived by Buyer and Seller:

(a) HSR ACT. Any applicable waiting period under the HSR Act
relating to the Contemplated Transactions shall have expired.

(b) NO INJUNCTION. No provision of any applicable Law and no Order
shall prohibit the consummation of the Contemplated Transactions.

(c) NO PROCEEDING OR LITIGATION. No Claim instituted by any person
(other than Buyer, Seller, the Shareholders or their respective Affiliates),
shall have been commenced or pending against Seller, Buyer or any of their
respective Affiliates, officers or directors which Claim seeks to restrain,
prevent, change or delay in any material respect the Contemplated Transactions
or seeks to challenge any of the material terms or provisions of this Agreement
or seeks material damages in connection with any of such transactions.

SECTION 5.2 CONDITIONS TO THE OBLIGATIONS OF SELLER. All obligations of
Seller hereunder are subject, at the option of Seller, to the fulfillment prior
to or at the Closing of each of the following further conditions:

(a) PERFORMANCE. Buyer shall have performed and complied with all
agreements, obligations and covenants required by this Agreement to be performed
or complied with by it at or prior to the Closing Date.

(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Buyer and Parent contained in this Agreement and in any
certificate or other

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writing delivered by Buyer pursuant hereto shall be true at and as of the
Closing Date as if made at and as of such time.

(c) PURCHASE PRICE. Buyer shall have paid to Seller by wire transfer
of immediately available funds an amount equal the Purchase Price less the sum
of the Escrow Funds, the Prepaid Deposits and the Additional Capital
Requirements. Buyer shall have delivered to the Escrow Agent, in accordance
with the terms of the Escrow Agreement, the Escrow Funds.

(d) BUYER REQUIRED CONSENTS. All Buyer Required Consents shall have
been obtained.

(e) DOCUMENTATION. There shall have been delivered to Seller the
following:

(i) A certificate, dated the Closing Date, of the Chairman of
the Board, the President or Chief Financial Officer of Buyer and Parent
confirming the matters set forth in Section 5.2(a) and (b) hereof.

(ii) A certificate, dated the Closing Date, of the Secretary or
Assistant Secretary of each such party certifying, among other things, that
attached or appended to such certificate (A) is a true and correct copy of its
Certificate of Incorporation and all amendments if any thereto as of the date
thereof; (B) is a true and correct copy of its By-laws as of the date thereof;
(C) is a true copy of all corporate actions taken by it, including resolutions
of its board of directors authorizing the execution, delivery and performance of
this Agreement, and each other Transaction Document to be delivered by such
party pursuant hereto; and (D) are the names and signatures of its duly elected
or appointed officers who are authorized to execute and deliver this Agreement
and any certificate, document or other instrument in connection herewith.

(iii) Evidence of the good standing and corporate existence of
Buyer and Parent reasonably requested by Seller.

(iv) A signed opinion of Buyer's counsel, dated the Closing Date
and addressed to Seller, substantially in the form of opinion annexed as EXHIBIT
5.2B hereto.

(v) Copies of all Buyer Required Consents.

(vi) An executed copy of the Escrow Agreement.

(vii) An executed copy of an assumption agreement substantially in
the form annexed as EXHIBIT 5.2C (the "ASSUMPTION AGREEMENT").

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SECTION 5.3 CONDITIONS TO THE OBLIGATIONS OF BUYER. All obligations of
Buyer hereunder are subject, at the option of Buyer, to the fulfillment prior to
or at the Closing of each of the following further conditions:

(a) PERFORMANCE. Seller shall have performed and complied with all
agreements, obligations and covenants required by this Agreement to be performed
or complied with by it or him at or prior to the Closing Date.

(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller and Shareholders contained in this Agreement and in any
certificate or other writing delivered by Seller pursuant hereto shall be true
at and as of the Closing Date as if made at and as of such time.

(c) ENVIRONMENTAL MATTERS. Buyer shall have received environmental
reports prepared by a licensed, qualified environmental engineer acceptable to
Buyer on the Real Property confirming the accuracy of the representations and
warranties in Article II with respect to environmental matters.

(d) SELLER REQUIRED CONSENTS. All Seller Required Consents shall
have been obtained.

(e) CONCORD AGREEMENT. The transactions contemplated by the
agreement (the "CONCORD AGREEMENT") between Buyer and Concord with respect to
the acquisition by Buyer of substantially all of the assets of Concord
comprising the business operations of Waterworld USA/Concord shall have been
consummated.

(f) SURVEY AND TITLE INSURANCE. Buyer shall have procured (i) title
insurance with respect to the Real Property (including easements, rights-of-way,
conditions and restrictions of record), which insurance shall be subject only to
Permitted Liens and such standard or other exceptions on the extended coverage
ALTA Form (1992) title insurance policy as are reasonably acceptable to Buyer,
from a nationally recognized title insurance company qualified to do business in
California reasonably satisfactory to Buyer and Seller in an amount reasonably
satisfactory to Buyer and (ii) a recent survey, by a licensed surveyor selected
by Buyer, of the Real Property, showing the boundaries, monuments, publicly
dedicated access, easements and rights-of-way of record, improvements (including
all Improvements) and encroachments, if any and otherwise complying with
ALTA-ASCM Land Title Survey requirements.

(g) DISCHARGE OF CERTAIN LIABILITY. Seller shall have delivered to
Buyer evidence, reasonably satisfactory to Buyer, of the payment and discharge
by Seller of the Percentage Rent, the 1996 Bonuses, the fees and commissions
described on Schedule 2.20, and all other amounts payable by Seller on or prior
to the Closing Date under Employee Benefit Plans.

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(h) DOCUMENTATION. There shall have been delivered to Buyer the
following:

(i) A certificate dated the Closing Date, of the Chairman of the
Board or President of Seller, confirming the matters relating to it set forth in
Sections 5.3(a) and (b).

(ii) A certificate, dated the Closing Date, of the Secretary or
Assistant Secretary of such party certifying, among other things, that attached
or appended to such certificate (A) is a true and correct copy of its
Certificate of Incorporation and all amendments if any thereto as of the date
thereof; (B) is a true and correct copy of its By-laws as of the date thereof;
(C) is a true copy of all corporate actions taken by it, including resolutions
of its board of directors and shareholders authorizing the execution, delivery
and performance of this Agreement, and each other Transaction Document to be
delivered by such party pursuant hereto; and (D) are the names and signatures of
its duly elected or appointed officers who are authorized to execute and deliver
this Agreement and any certificate, document or other instrument in connection
herewith.

(iii) Evidence of the good standing and corporate existence of
Seller reasonably requested by Buyer.

(iv) A signed opinion of Seller's counsel, dated the Closing
Date, addressed to Buyer, substantially in the form of opinion annexed as
EXHIBIT 5.3A hereto.

(v) Copies of all Seller Required Consents and all Permits.

(vi) (A) certified true and complete copies of the Lease and all
amendments and modifications thereof, and (B) an executed consent to the
assignment, lien and estoppel certificate from the lessor under the Lease,
substantially in the form of EXHIBIT 5.3B hereto (the "LEASE DOCUMENTS").

(vii) An executed copy of the Escrow Agreement.

(viii) Possession and control of the Assets.

(ix) An executed copy of a Bill of Sale and Assignment
substantially in a form annexed hereto as EXHIBIT 5.3C ("the BILL OF SALE").

(x) An executed copy of the Assumption Agreement.

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ARTICLE VI

INDEMNIFICATION

SECTION 6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a)
Notwithstanding any right of Buyer fully to investigate the affairs of Seller
and notwithstanding any knowledge of facts determined or determinable by Buyer
pursuant to such investigation or right of investigation, Buyer has the right to
rely fully upon the representations, warranties, covenants and agreements of
Seller contained in this Agreement, or listed or disclosed on any Schedule
hereto or in any instrument delivered in connection with or pursuant to any of
the foregoing. All such representations, warranties, covenants and agreements
shall survive the execution and delivery of this Agreement and the Closing
hereunder. Notwithstanding the foregoing, all representations and warranties of
Seller or Shareholders contained in this Agreement, on any Schedule hereto or in
any instrument delivered in connection with or pursuant to this Agreement (other
than the representations and warranties as to title in Section 2.9 and the
representations and warranties in Sections 2.13, 2.14 and 2.19, which shall
terminate and expire upon expiration of the applicable statute of limitations)
shall terminate and expire 18 months after the Closing Date; PROVIDED, HOWEVER,
that the liability of Seller or any Shareholder shall not terminate as to any
specific claim or claims of the type referred to in Section 6.2 hereof, whether
or not fixed as to liability or liquidated as to amount, with respect to which
Seller or such Shareholder has been given specific notice on or prior to the
date on which such liabilities would otherwise terminate pursuant to the terms
of this Section 6.1(a) and PROVIDED, FURTHER, that the termination of any such
representation and warranty shall not affect the ability of Buyer to seek
indemnification under Sections 6.2(a)(iii) or 6.2(b)(iii) below.

(b) All representations and warranties of Buyer shall terminate and
expire 18 months after the Closing Date; PROVIDED, HOWEVER, that the liability
of Buyer shall not terminate as to any specific claim or claims of the type
referred to in Section 6.3 hereof, whether or not fixed as to liability or
liquidated as to amount, with respect to which Buyer has been given specific
notice on or prior to the date on which such Liability would otherwise terminate
pursuant to the terms of this Section 6.1(b).

SECTION 6.2 OBLIGATION OF SELLER AND SHAREHOLDERS TO INDEMNIFY. Subject
to the provisions of Section 6.5:

(a) Seller agrees to indemnify, defend and hold harmless Buyer (and
its respective directors, officers, employees, Affiliates, successors and
assigns) from and against all Claims, losses, Liabilities, damages,
deficiencies, judgments, settlements, costs of investigation or other expenses
(including interest, penalties and reasonable attorneys' fees and disbursements
and expenses incurred in enforcing this indemnification) (collectively, the
"LOSSES") suffered or incurred by Buyer or any of the foregoing persons arising
out of (i) any breach of the representations and warranties of Seller contained
in this Agreement or in the Schedules or any Transaction Document, (ii) any
breach of the covenants and

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agreements of Seller contained in this Agreement or in the Schedules or any
Transaction Document or (iii) any Retained Liabilities.

(b) Each Shareholder agrees to indemnify, defend and hold harmless
Buyer (and its respective directors, officers, employees, Affiliates, successors
and assigns) from and against all Losses suffered or incurred by Buyer or any of
the foregoing persons arising out of (i) any breach of the representations and
warranties of such Shareholder contained in this Agreement, (ii) any breach of
the representations and warranties of Seller contained in this Agreement or in
the Schedules or any Transaction Document or (iii) any Retained Liabilities,
PROVIDED that the obligations of Shareholders to indemnify Buyer in respect of
the Losses specified in clauses (ii) and (iii) above shall be several and in
proportion to the Shareholders' respective distribution of proceeds from Seller
in connection with the Contemplated Transactions.

SECTION 6.3 OBLIGATION OF BUYER AND PARENT TO INDEMNIFY. Buyer and Parent
agree to indemnify, defend and hold harmless Seller (and any director, officer,
employee, Affiliate or successors and assigns of Seller) from and against any
Losses suffered or incurred by Seller or any of the foregoing persons arising
out of (i) any breach of the representations and warranties of Buyer and Parent
or of the covenants and agreements of Buyer and Parent contained in this
Agreement or in the Schedules or any Transaction Documents or (ii) any Assumed
Liabilities.

SECTION 6.4 NOTICE AND OPPORTUNITY TO DEFEND THIRD PARTY CLAIMS. (a)
Promptly after receipt by any party hereto (the "INDEMNITEE") of notice of any
demand, claim or circumstance which would or might give rise to a claim or the
commencement (or threatened commencement) of any action, proceeding or
investigation (an "ASSERTED LIABILITY") that may result in a Loss, the
Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICE") to the party
or parties obligated to provide indemnification pursuant to Section 6.2 or 6.3
(collectively, the "INDEMNIFYING PARTY"). The Claims Notice shall describe the
Asserted Liability in reasonable detail and shall indicate the amount
(estimated, if necessary, and to the extent feasible) of the Loss that has been
or may be suffered by the Indemnitee.

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herein provided or contests its obligation to indemnify under this Agreement
with respect to such Asserted Liability, the Indemnitee may pay, compromise or
defend such Asserted Liability at the sole cost and expense of the Indemnifying
Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the
Indemnitee may settle or compromise any claim over the reasonable written
objection of the other, PROVIDED that the Indemnitee may settle or compromise
any claim as to which the Indemnifying Party has failed to notify the Indemnitee
of its election under this Section 6.4(b) or as to which the Indemnifying Party
is contesting its indemnification obligations hereunder. In any event, the
Indemnitee and the Indemnifying Party may participate, at their own expense, in
the defense of any Asserted Liability. If the Indemnifying Party chooses to
defend any Asserted Liability, the Indemnitee shall make available to the
Indemnifying Party any books, records or other documents within its control that
are necessary or appropriate for such defense. Any Losses of any Indemnitee for
which indemnification is available hereunder shall be paid upon written demand
therefor.

SECTION 6.5 LIMITS ON INDEMNIFICATION. (a) Buyer's remedies with respect
to Losses specified in Sections 6.2 shall be satisfied first by the assertion of
its rights under the Escrow Agreement in respect of the Escrow Funds; PROVIDED,
HOWEVER, that if the aggregate amount of such Losses shall be in excess of the
amount of the Escrow Funds or if such Losses shall arise after termination or
expiration of the Escrow Agreement, then the Seller and the Shareholders shall
be obligated to indemnify Buyer in respect of all Losses not satisfied by
delivery to Buyer of Escrow Funds to the extent provided in this Article VI.

(b) In the event that any Order of any Governmental Body shall have
been issued in favor of Buyer (or its assignees) against Seller and any
Shareholder with respect to the indemnification of Buyer's Losses hereunder,
Buyer shall enforce such Order first against Seller and then, to the extent
Buyer has not received payment for such Losses from Seller, any Shareholder;
PROVIDED, HOWEVER, that if Buyer shall not (after diligent efforts) be able to
enforce fully such Order against Seller within twelve months after the date of
such Order, Buyer shall be entitled to enforce such Order against any such
Shareholder. Notwithstanding anything to the contrary in this Agreement, the
Shareholders shall be primary obligors together with Seller and shall not be
deemed as sureties or guarantors of Seller's obligations pursuant to Article VI,
and in furtherance thereof, the Shareholders specifically acknowledge that they
are not entitled to exercise and do hereby waive any rights or defenses
available to a surety or guarantor by reason of Sections 2787-2855 (inclusive)
of the California Civil Code, and any rights or defenses arising out of an
election of remedies by Buyer.

(c) Seller and Shareholders shall not be liable to Buyer for any Loss
arising under Section 6.2 above (A) in respect of any individual Loss of less
than $5,000 and (B) unless the aggregate amount of all such Losses exceeds
$50,000 in the aggregate (the "Stipulated Amount"), in which case Seller shall
be liable for the full amount of such Losses in excess of the Stipulated Amount.
Notwithstanding the foregoing, any Buyer Losses in respect of the sales and use
tax dispute described on SCHEDULE 2.12 shall be

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fully indemnifiable without regard to the provisions hereof relating to the
Stipulated Amount and, in the event Seller or Shareholders indemnify Buyer with
respect to such Losses, the amount of such Losses shall not be included in the
calculation of the Stipulated Amount. Notwithstanding any provision of this
Agreement, the Seller and Shareholders shall not be obligated to pay, in the
aggregate, an amount in excess of $2,267,500 pursuant to the provisions of this
Article VI.

SECTION 6.6 ADJUSTMENT. It is the intent of the parties that any amounts
paid under Sections 6.2 or 6.3 shall represent an adjustment of the Purchase
Price and the parties will report such payments consistent with such intent.
Nevertheless, if any payment pursuant to Section 6.2 or 6.3 hereof would be
treated by any Tax Authority as other than a Purchase Price adjustment and
would, on that basis, be includable in the gross income of the Indemnitee that
is reported to such Tax Authority, then such payment shall be increased by the
amount necessary so that the Indemnitee is fully and completely indemnified on
an after-Tax basis.

SECTION 6.7 EXCLUSIVE REMEDY. Except as otherwise explicitly provided in
this Agreement, the parties agree that the indemnification provisions of this
Article VI shall constitute the parties' sole and exclusive remedies in respect
of this Agreement and the Contemplated Transactions (other than Claims in the
nature of fraud).

ARTICLE VII

SPECIFIC PERFORMANCE; TERMINATION

SECTION 7.1 SPECIFIC PERFORMANCE. Seller acknowledges and agrees that, if
Seller fails to proceed with the Closing in any circumstance other than those
described in clauses (a), (b), (d) or (e) of Section 7.2 below, Buyer will not
have adequate remedies at law with respect to such breach and that, in such
event, Buyer shall be entitled, without the necessity or obligation of posting a
bond or other security, to commence a suit in equity to obtain specific
performance of Seller's obligations under this Agreement. Seller specifically
affirms the appropriateness of such injunctive or other equitable relief in any
such action.

SECTION 7.2 TERMINATION. This Agreement may be terminated and the
Contemplated Transactions may be abandoned at any time prior to the Closing:

(a) By mutual written consent of Seller and Buyer;

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hereunder becomes incapable of fulfillment through no fault of Seller and is not
waived by Seller, PROVIDED that, on the date of termination, the conditions to
Buyer's obligations hereunder specified in Sections 5.3(a), (b), (c), (d), (g)
and (h)(vi) hereof shall have been satisfied, all of the comparable conditions
to the obligations of Buyer under the Concord Agreement shall have been
satisfied and the Seller and the seller under the Concord Agreement shall be
otherwise ready, willing and able to proceed with the Closing hereunder and the
closing under the Concord Agreement;

(c) By Buyer, if (i) there has been a material misrepresentation or
breach of warranty on the part of Seller or the Shareholders in the
representations and warranties contained herein and such material
misrepresentation or breach of warranty, if curable, is not cured within 30 days
after written notice thereof from Buyer; (ii) Seller has committed a material
breach of any covenant imposed upon it hereunder and fails to cure such breach
within 30 days after written notice thereof from Buyer; or (iii) any condition
to Buyer's obligations hereunder becomes incapable of fulfillment through no
fault of Buyer and is not waived by Buyer, PROVIDED that, on the date of
termination, the conditions to Seller's obligations hereunder specified in
Sections 5.2(a), (b) and (d) hereof shall have been satisfied, all of the
comparable conditions to the obligations of seller under the Concord Agreement
shall have been satisfied and Buyer shall be otherwise ready, willing and able
to proceed with the Closing hereunder and the closing under the Concord
Agreement;

(d) By Seller or by Buyer, if there shall be any Law that makes
consummation of the Contemplated Transactions illegal or otherwise prohibited,
or if any Order enjoining Seller or Buyer from consummating the Contemplated
Transactions is entered and such Order shall have become final and
nonappealable; and

(e) By either Seller or Buyer if the Closing shall not have occurred
on or prior to November 30, 1996, provided that (i) if so terminated by Seller,
the conditions specified in the proviso of Section 7.2(b) shall have been
satisfied on the date of termination and the Seller and the seller under the
Concord Agreement shall be then otherwise ready, willing and able to proceed
with the Closing and the closing under the Concord Agreement, or (ii) if so
terminated by Buyer, the conditions specified in the proviso of Section 7.2(c)
shall have been satisfied on the date of termination and the Buyer shall be then
otherwise ready, willing and able to proceed with the Closing and the closing
under the Concord Agreement.

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<PAGE>

Sections 4.8 and 4.10 shall survive the termination hereof. In the event that a
condition precedent to its obligation is not met, nothing contained herein shall
be deemed to require any party to terminate this Agreement, rather than to waive
such condition precedent and proceed with the Contemplated Transactions.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 NOTICES. (a) Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally by
hand or by recognized overnight courier, telecopied or mailed (by registered or
certified mail, postage prepaid) as follows:

(i) If to Buyer or Parent, one copy to:

Premier Parks Inc.
122 East 42nd Street, 49th Floor
New York, New York 10168
Telecopier: (212) 949-6203
Attn: Kieran E. Burke, Chairman and CEO

with a copy to:

Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
Telecopier: (212) 702-5810
Attn: James M. Coughlin, Esq.

(ii) If to Seller or the Shareholders, one copy to:

FRE, Inc. (Family Recreational Enterprises, Inc.)
1600 Exposition Boulevard
Sacramento, California 95815
Telecopier: (916) 924-3587
Attn: David Busch

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<PAGE>

with a copy to:

Ferrellgas
One Liberty Plaza
Liberty, Missouri 64068
Telecopier: (816) 792-6979
Attn: Dan Sheldon

Bryan Cave LLP
120 Broadway, Suite 500
Santa Monica, California 90401
Telecopier: (310) 576-2200
Attn: Catherine F. Ratcliffe, Esq.

(b) Each such notice or other communication shall be effective (i) if
given by telecopier, when such telecopy is transmitted to the telecopier number
specified in Section 8.1(a) (with confirmation of transmission) or (ii) if given
by any other means, when delivered at the address specified in Section 8.1(a).
Any party by notice given in accordance with this Section 8.1 to the other party
may designate another address (or telecopier number) or person for receipt of
notices hereunder. Notices by a party may be given by counsel to such party.

SECTION 8.2 ENTIRE AGREEMENT. This Agreement (including the Schedules and
Exhibits hereto) and the collateral agreements executed in connection with the
consummation of the Contemplated Transactions contain the entire agreement among
the parties with respect to the subject matter hereof and related transactions
and supersede all prior agreements, written or oral, with respect thereto.

SECTION 8.3 WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION
OF REMEDIES. This Agreement may be amended, superseded, cancelled, renewed or
extended only by a written instrument signed by Seller and Buyer, PROVIDED that
any amendment to the provisions of Article VI relating to the Shareholders shall
require the written consent of a majority in interest of the Shareholders. The
provisions hereof may be waived in writing by the party to be charged therewith.
No delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, preclude any further exercise
thereof or the exercise of any other such right, power or privilege. Except as
otherwise provided herein, the rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies that any party may
otherwise have at law or in equity.

SECTION 8.4 GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of California applicable to agreements

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<PAGE>

made and to be performed entirely within such State, without regard to the
conflict of laws rules thereof.

SECTION 8.5 BINDING EFFECT; NO ASSIGNMENT. This Agreement and all of its
provisions, rights and obligations shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, heirs and legal
representatives. This Agreement may not be assigned (including by operation of
Law) by a party without the express written consent of Buyer (in the case of
assignment by Seller or Shareholder) or Seller (in the case of assignment by
Buyer) and any purported assignment, unless so consented to, shall be void and
without effect. Notwithstanding the foregoing, Buyer and Seller agree that
Buyer may cause one or more Affiliates, Subsidiaries or other entities
designated by it to carry out all or part of the Contemplated Transactions to be
carried out by Buyer. Nothing herein express or implied is intended or shall be
construed to confer upon or to give anyone other than the parties hereto and
their respective heirs, legal representatives and successors any rights or
benefits under or by reason of this Agreement and no other party shall have any
right to enforce any of the provisions of this Agreement.

SECTION 8.6 EXHIBITS. All Exhibits and Schedules attached hereto are
hereby incorporated by reference into, and made a part of, this Agreement.

SECTION 8.7 SEVERABILITY. If any provision of this Agreement for any
reason shall be held to be illegal, invalid or unenforceable, such illegality
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such illegal, invalid or unenforceable provision had never
been included herein.

SECTION 8.8 COUNTERPARTS. The Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall bear
the signatures of all of the parties reflected hereon as the signatories.

SECTION 8.9 THIRD PARTIES. Except as specifically set forth or referred
to herein, nothing herein express or implied is intended or shall be construed
to confer upon or give to any person other than the parties hereto and their
permitted successors or assigns, any rights or remedies under or by reason of
this Agreement or the Contemplated Transactions.

SECTION 8.10 FURTHER ASSURANCES. At any time and from time to time after
the Closing Date, upon the request of Buyer, Seller will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged or
delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney or assurances as may be reasonably required for the better
transferring, assigning, conveying, granting, assuring and confirming to Buyer,
or for aiding and assisting in the collection of or reducing to possession by
Buyer, any of the Assets to be transferred, conveyed and assigned hereunder

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<PAGE>

or to vest in Buyer all of Seller's right, title and interest in and to the
Assets being conveyed hereunder. Seller and Buyer will each, respectively, bear
their own costs and expenses incurred in compliance with its obligations under
this Section 8.10.

SECTION 8.11 TITLE AND RISK OF LOSS. Legal title, equitable title and
risk of loss with respect to the Assets and rights to be transferred hereunder
shall not pass to Buyer until the Assets or right is transferred at the Closing
hereunder.

ARTICLE IX

DEFINITIONS

SECTION 9.1 DEFINITIONS. (a) The following terms, as used herein, have
the following meanings:

"ACQUISITION PROPOSAL" shall mean any proposal for the acquisition of, or
merger or other business combination involving Seller or the sale of any equity
interest in, or the Business or any assets of, Seller (except in the ordinary
course), other than the transactions contemplated by this Agreement.

"AFFILIATE" of any person means any other person directly or indirectly
through one or more intermediary persons, controlling, controlled by or under
common control with such person.

"AGREEMENT" or "THIS AGREEMENT" shall mean, and the words "HEREIN",
"HEREOF" and "HEREUNDER" and words of similar import shall refer to, this
agreement as it from time to time may be amended.

The term "AUDIT" or "AUDITED" when used in regard to financial statements
shall mean an examination of the financial statements by a firm of independent
certified public accountants in accordance with generally accepted auditing
standards for the purpose of expressing an opinion thereon.

"CERTIFICATE OF INCORPORATION" shall mean, in the case of any corporation,
the certificate of incorporation, articles of incorporation or charter of a
corporation, howsoever denominated under the laws of the jurisdiction of its
incorporation.

"CONTRACT" shall mean any contract, agreement, indenture, note, bond,
lease, conditional sale contract, mortgage, license, franchise, instrument,
commitment or other binding arrangement, whether written or oral, and all
modifications and amendments thereto and substitutions thereof.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

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<PAGE>

The term "CONTROL", with respect to any person, shall mean the power to
direct the management and policies of such person, directly or indirectly, by or
through stock ownership, agency or otherwise, or pursuant to or in connection
with an agreement, arrangement or understanding (written or oral) with one or
more other persons by or through stock ownership, agency or otherwise; and the
terms "CONTROLLING" and "CONTROLLED" shall have meanings correlative to the
foregoing.

"DEBT" shall mean (i) money borrowed by Seller from any person; (ii) any
indebtedness of Seller arising under leases required to be capitalized under
GAAP or evidenced by a note, bond, debenture or similar instrument; (iii) any
indebtedness of Seller arising under purchase money obligations or representing
the deferred purchase price of property and services (other than current trade
payables incurred in the ordinary course of the Business) and (iv) any Liability
of Seller under any guaranty, letter of credit, performance credit or other
agreement having the effect of assuring a creditor against loss.

"DEFERRED COMPENSATION LIABILITIES" shall mean all payments required to be
made by Seller under any Employee Benefit Plan.

"ENVIRONMENTAL LAWS" shall mean any and all Laws (including common law),
Orders, Permits, agreements or any other requirement or restriction promulgated,
imposed, enacted or issued by any federal, state, local and foreign Governmental
Bodies relating to the environment, including the emission, discharge or Release
of pollutants, contaminants, Hazardous Substances or wastes into the environment
(which includes, without limitation, ambient air, surface water, ground water,
or land), or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of pollutants,
contaminants, Hazardous Substances or wastes or the clean-up or other
remediation thereof.

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

"GAAP" shall mean generally accepted accounting principles in effect on the
date hereof as set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States.

"HAZARDOUS SUBSTANCES" shall mean any dangerous, toxic, radioactive,
caustic or otherwise hazardous material, pollutant, contaminant, chemical, waste
or substance defined, listed or described as any of such in or governed by any
Environmental Law, including but not limited to urea-formaldehyde,
polychlorinated biphenyls, asbestos or asbestos-containing materials, radon,
explosives, known carcinogens, petroleum and its derivatives, petroleum
products, flammable materials, radioactive materials, controlled or toxic
substances, any pollutant or contaminant, or any substance which might cause any

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<PAGE>

injury to human health or safety or to the environment or might subject the
owner or operator of the Real Property to any Regulatory Actions or Claims.

"HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"INVENTORY" shall mean, as of any date, collectively, all inventories of
prize materials, food, beverages (alcoholic and nonalcoholic), merchandise, and
other products owned by Seller and held for resale or for distribution, together
with packaging and samples thereof, operating supplies and spare or maintenance
parts owned by Seller as of such date.

"IRS" shall mean the Internal Revenue Service.

"LEASE" shall mean Agreement between California Exposition and State Fair
and Seller, dated May 23, 1986, as amended by the First Amendment thereto, dated
November 25, 1992 and the Second Amendment thereto, dated July 19, 1996.

"LIABILITY" shall mean any direct or indirect indebtedness, liability,
assessment, claim, loss, damage, deficiency, obligation or responsibility, fixed
or unfixed, choate or inchoate, liquidated or unliquidated, secured or
unsecured, accrued, absolute, actual or potential, contingent or otherwise
(including any liability under any guaranties, letters of credit, performance
credits or with respect to insurance loss accruals).

"LIEN" shall mean, with respect to any Asset, any mortgage, lien (including
mechanics, warehousemen, laborers and landlords liens), claim, pledge, charge,
security interest, preemptive right, right of first refusal, option, judgment,
title defect, or encumbrance of any kind in respect of or affecting such Asset.

The term "PERSON" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity,
including a government or political subdivision or an agency or instrumentality
thereof.

"REGULATORY ACTIONS" shall mean any Claim, demand, action, suit, summons,
citation, directive, investigation, litigation, inquiry, enforcement action,
Lien, encumbrance, restriction, settlement, remediation, response, clean-up or
closure arrangement or other remedial obligation or proceeding brought or
instigated by any Governmental Body in connection with any Environmental Law,
including, without limitation, the listing of the Real Property on any list of
contaminated or potentially contaminated sites or potential or verified
Hazardous Waste sites under any Environmental Law, civil, criminal and/or
administrative proceedings, whether or not seeking costs, damages, penalties or
expenses.

"RELEASE" shall mean the intentional or unintentional, spilling, leaking,
disposing, discharging or disturbance of, or emitting, depositing, injecting,
leaching,

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<PAGE>

escaping, or any other release or threatened release to or from, however
defined, any Hazardous Substance in violation of any Environmental Law.

"REPORTABLE EVENT" shall mean any of the events described in Section
4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA.

"SUBSIDIARY" of Seller or Buyer shall mean any person of which securities
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are owned
directly or indirectly through one or more intermediaries, or both, by Seller or
Buyer.

"TAX" (including, with correlative meaning, the terms "TAXES" and
"TAXABLE") shall mean (i) any net income, gross income, gross receipts, sales,
use, ad valorem, transfer, transfer gains, franchise, profits, license,
withholding, payroll, employment, excise, severance, stamp, rent, recording,
occupation, premium, real or personal property, intangibles, environmental or
windfall profits tax, alternative or add-on minimum tax, customs duty or other
tax, fee, duty, levy, impost, assessment or charge of any kind whatsoever
(including but not limited to taxes assessed to real property and water and
sewer rents relating thereto), together with any interest and any penalty,
addition to tax or additional amount imposed by any Governmental Body (domestic
or foreign) (a "TAX AUTHORITY") responsible for the imposition of any such tax,
with respect to Seller, the Business or the Assets (or the transfer thereof);
(ii) any liability for the payment of any amount of the type described in the
immediately preceding clause (i) as a result of Seller being a member of an
affiliated or combined group with any other corporation at any time on or prior
to the Closing Date and (iii) any liability of Seller for the payment of any
amounts of the type described in the immediately preceding clause (i) as a
result of a contractual obligation to indemnify any other person.

"TAX RETURN" shall mean any return or report (including elections,
declarations, disclosures, schedules, estimates and information returns)
required to be supplied to any Tax Authority.

"TRANSACTION DOCUMENTS" shall mean, collectively, this Agreement, and each
of the other agreements and instruments to be executed and delivered by all or
some of the parties hereto in connection with the consummation of the
transactions contemplated hereby.

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(b) The following terms are defined in the following sections of
this Agreement:

TERM SECTION
---- -------

Additional Capital Requirement 1.2(b)
Annual Statements 2.5(a)
Applications 4.13
Asserted Liability 6.4(a)
Assets 1.1(a)
Assumed Liabilities 1.2(a)
Assumption Agreement 5.2(e)
Bill of Sale 5.3(l)
Business Recital
Buyer Recital
Buyer Required Consents 3.2
Claims 2.12
Claims Notice 6.4(a)
Closing 1.5
Closing Date 1.5
Concord 2.3
Concord Agreement 5.3(e)
Condition of the Business 2.8
Contemplated Transactions 2.1
Employee Benefit Plan 2.14(a)
Environmental Liabilities 1.2(b)
Equipment 1.1(a)
ERISA Affiliate 2.14(a)
ERISA Plan 2.14(a)
Escrow Agent 1.3(b)
Escrow Agreement 1.3(b)
Escrow Funds 1.3(b)
Excluded Assets .1(b)
Governmental Bodies 2.17
Improvements 1.1(a)
Indemnifying Party 6.4(a)
Indemnitee 6.4(a)
Insurance Policies 2.16
Intellectual Property Rights 1.1(a)
Interim Statements 2.5(a)
Land 1.1(a)
Latest Balance Sheet 2.6
Latest Balance Sheet Date 2.6
Laws 2.17
Lease Documents 5.3(h)(vi)

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<PAGE>

Losses 6.2
1996 Bonus 4.12(c)
Orders 2.17
Paradise Island Recital
Parks Recital
Percentage Rent 1.2(b)
Permits 1.1(a)
Permitted Liens 2.9(a)
Prepaid Deposits 1.1(a)
Purchase Price 1.3(a)
Real Property 1.1(a)
Receivables 4.14
Representatives 4.2
Retained Liabilities 1.2(b)
Seller Recital
Seller Required Consents 2.2
Shareholders Recital
Term 4.9
Territory 4.9(a)
Transferred Contracts 1.1(a)
Transferred Employees 4.12(a)
Waterworld Recital

SECTION 9.2 INTERPRETATION. Unless the context otherwise requires, the
terms defined in Section 9.1 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms defined herein. All accounting terms defined in Section 9.1,
and those accounting terms used in this Agreement not defined in Section 9.1,
except as otherwise expressly provided herein, shall have the meanings
customarily given thereto in accordance with GAAP. When a reference is made in
this Agreement to Sections, such reference shall be to a Section of this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation".

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<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Asset Purchase
Agreement as of the date set forth above.

PREMIER PARKS ACQUISITION CORP.

By:
-------------------------------------
Kieran E. Burke
Chairman of the Board and
Chief Executive Officer

PREMIER PARKS INC.

By:
-------------------------------------
Kieran E. Burke
Chairman of the Board and
Chief Executive Officer

FRE, INC. (FAMILY RECREATIONAL
ENTERPRISES, INC.)

By:
-------------------------------------
Name:
President

SHAREHOLDERS:

THE JAMES E. FERRELL REVOCABLE
TRUST

By:
-------------------------------------
James E. Ferrell, Trustee

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<PAGE>

THE DAVID AND JULIE BUSCH TRUST

By:
-------------------------------------
Name:
Title: Trustee

----------------------------------------
David L. Blosser

----------------------------------------
John L. Hinsey

----------------------------------------
William T. Criner

----------------------------------------
Bradley A. Cochennet

----------------------------------------
Donald R. Busch

----------------------------------------
Tom Finholm

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<PAGE>

ASSET PURCHASE AGREEMENT

BY AND AMONG

PREMIER PARKS ACQUISITION CORP.,

PREMIER PARKS INC.,

CONCORD ENTERTAINMENT COMPANY,

FRE, INC.
(FAMILY RECREATIONAL ENTERPRISES, INC.),

THE SHAREHOLDERS OF FRE, INC.,

R&B ENTERTAINMENT, LLC,

AND

THE MEMBERS OF R&B ENTERTAINMENT, LLC,

OCTOBER 10, 1996

<PAGE>

TABLE OF CONTENTS
-----------------
PAGE
----

ARTICLE I SALE AND PURCHASE. . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.1 Assets to be Sold and Purchased . . . . . . . . . 1
SECTION 1.2 Assumed Liabilities . . . . . . . . . . . . . . . 4
SECTION 1.3 Purchase Price. . . . . . . . . . . . . . . . . . 5
SECTION 1.4 Allocation of the Purchase Price. . . . . . . . . 5
SECTION 1.5 Closing . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER,
FRE AND THE SHAREHOLDERS. . . . . . . . . . . . . . . . . . 6

SECTION 2.1 Authority Relative to this Agreement. . . . . . . 6
SECTION 2.2 No Conflicts; Consents. . . . . . . . . . . . . . 6
SECTION 2.3 Partnership Existence and Power . . . . . . . . . 7
SECTION 2.4 Formation Documents and Records . . . . . . . . . 7
SECTION 2.5 Financial Information . . . . . . . . . . . . . . 7
SECTION 2.6 Liabilities . . . . . . . . . . . . . . . . . . . 8
SECTION 2.7 Inventory . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.8 Absence of Certain Changes. . . . . . . . . . . . 8
SECTION 2.9 The Assets. . . . . . . . . . . . . . . . . . . . 9
SECTION 2.10 Contracts. . . . . . . . . . . . . . . . . . . . 10
SECTION 2.11 Intangible Property. . . . . . . . . . . . . . . 11
SECTION 2.12 Claims and Proceedings . . . . . . . . . . . . . 11
SECTION 2.13 Tax Matters. . . . . . . . . . . . . . . . . . . 11
SECTION 2.14 Employee Benefits Plans. . . . . . . . . . . . . 12
SECTION 2.15 Employee-Related Matters . . . . . . . . . . . . 13
SECTION 2.16 Insurance. . . . . . . . . . . . . . . . . . . . 14
SECTION 2.17 Compliance with Laws . . . . . . . . . . . . . . 14
SECTION 2.18 Permits. . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.19 Environmental Matters. . . . . . . . . . . . . . 15
SECTION 2.20 Finders; Fees. . . . . . . . . . . . . . . . . . 16
SECTION 2.21 Ability to Conduct Business. . . . . . . . . . . 16
SECTION 2.22 Lease. . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE IIA REPRESENTATIONS AND WARRANTIES OF
R&B AND THE MEMBERS. . . . . . . . . . . . . . . . . . . . 17

SECTION 2A.1 Authority Relative to this Agreement . . . . . . 17
SECTION 2A.2 No Conflicts; Consents . . . . . . . . . . . . . 18
SECTION 2A.3 Environmental Matters 18
SECTION 2A.4 Lease. . . . . . . . . . . . . . . . . . . . . . 18

<PAGE>

ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT . . . . . . 19

SECTION 3.1 Authority Relative to This Agreement. . . . . . . 19
SECTION 3.2 No Conflicts; Consents. . . . . . . . . . . . . . 19
SECTION 3.3 Corporate Existence and Power . . . . . . . . . . 19
SECTION 3.4 Finders; Fees . . . . . . . . . . . . . . . . . . 20

ARTICLE IV COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . 20

SECTION 4.1 Conduct of Business of Seller. . . . . . . . . . 20
SECTION 4.2 Corporate Examinations and Investigations. . . . 21
SECTION 4.3 Additional Financial Statements. . . . . . . . . 21
SECTION 4.4 Filings and Authorizations . . . . . . . . . . . 21
SECTION 4.5 Efforts to Consummate; Miscellaneous . . . . . . 22
SECTION 4.6 Negotiations With Others . . . . . . . . . . . . 22
SECTION 4.7 Notices of Certain Events. . . . . . . . . . . . 23
SECTION 4.8 Public Announcements . . . . . . . . . . . . . . 23
SECTION 4.9 Covenant Not-to-Compete. . . . . . . . . . . . . 23
SECTION 4.10 Expenses. . . . . . . . . . . . . . . . . . . . 25
SECTION 4.11 Tax Matters. . . . . . . . . . . . . . . . . . . 25
SECTION 4.12 Employee Matters . . . . . . . . . . . . . . . . 25
SECTION 4.13 Certain Renewals . . . . . . . . . . . . . . . . 26
SECTION 4.14 Collection of Accounts Receivable. . . . . . . . 26
SECTION 4.15 Transfer Taxes; Allocation . . . . . . . . . . . 26
SECTION 4.16 Discharge of Potential Liabilities.. . . . . . . 27
SECTION 4.17 Access.. . . . . . . . . . . . . . . . . . . . . 27
SECTION 4.18 Structuring. . . . . . . . . . . . . . . . . . . 27
SECTION 4.19 Admissions . . . . . . . . . . . . . . . . . . . 27

ARTICLE V CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . . . . 28

SECTION 5.1 Conditions to the Obligations of the Parties. . . 28
SECTION 5.2 Conditions to the Obligations of Seller . . . . . 28
SECTION 5.3 Conditions to the Obligations of Buyer. . . . . . 29

ARTICLE VI INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 6.1 Survival of Representations and Warranties. . . . 32
SECTION 6.2 Obligation of Seller, General Partners
and Principals to Indemnify . . . . . . . . . . . . . . . . 32
SECTION 6.3 Obligation of Buyer to Indemnify. . . . . . . . . 33
SECTION 6.4 Notice and Opportunity to Defend Third Party
Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.5 Limits on Indemnification . . . . . . . . . . . . 34
SECTION 6.6 Adjustment. . . . . . . . . . . . . . . . . . . . 35
SECTION 6.7 Exclusive Remedy. . . . . . . . . . . . . . . . . 35

<PAGE>

ARTICLE VII SPECIFIC PERFORMANCE; TERMINATION. . . . . . . . . . . . . . . 36

SECTION 7.1 Specific Performance. . . . . . . . . . . . . . . 36
SECTION 7.2 Termination . . . . . . . . . . . . . . . . . . . 36
SECTION 7.3 Effect of Termination; Right to Proceed . . . . . 37

ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 8.1 Notices . . . . . . . . . . . . . . . . . . . . . 37
SECTION 8.2 Entire Agreement. . . . . . . . . . . . . . . . . 39
SECTION 8.3 Waivers and Amendments; Non-Contractual
Remedies; Preservation of Remedies. . . . . . . . . . . . . 39
SECTION 8.4 Governing Law . . . . . . . . . . . . . . . . . . 39
SECTION 8.5 Binding Effect; No Assignment . . . . . . . . . . 39
SECTION 8.6 Exhibits. . . . . . . . . . . . . . . . . . . . . 40
SECTION 8.7 Severability. . . . . . . . . . . . . . . . . . . 40
SECTION 8.8 Counterparts. . . . . . . . . . . . . . . . . . . 40
SECTION 8.9 Third Parties . . . . . . . . . . . . . . . . . . 40
SECTION 8.10 Further Assurances . . . . . . . . . . . . . . . 40
SECTION 8.11 Title and Risk of Loss.. . . . . . . . . . . . . 40

ARTICLE IX DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 9.1 Definitions . . . . . . . . . . . . . . . . . . . 41
SECTION 9.2 Interpretation. . . . . . . . . . . . . . . . . . 46

iii

<PAGE>

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of October 10, 1996, by
and among Premier Parks Acquisition Corp., a New York corporation ("BUYER"),
Premier Parks Inc., a Delaware corporation ("PARENT"), Concord Entertainment
Company, a California general partnership ("SELLER"), FRE, Inc. (Family
Recreational Enterprises, Inc.), a Missouri corporation and a general partner of
Seller ("FRE"), R&B Entertainment, LLC, a California limited liability company
and a general partner of Seller ("R&B," and together with FRE, the "GENERAL
PARTNERS"), the shareholders of FRE listed on the signature page hereof (the
"SHAREHOLDERS") and the members of R&B listed on the signature page hereof (the
"MEMBERS"). The Members and the Shareholders, who are parties to this Agreement
for purposes of Sections 2.1, 2.2, 2A.1, 2A.2 (as applicable), 4.6 and 4.9 and
Article VI only, are sometimes collectively referred to herein as the
"PRINCIPALS."

W I T N E S S E T H:

WHEREAS, Seller owns and, together with FRE as agent of Seller
under the Management Agreement, operates Waterworld USA/Concord (the "PARK"),
such ownership and operations being referred to herein as the "BUSINESS;" and

WHEREAS, Seller desires to sell and assign, and Buyer desires to
purchase and assume, substantially all of the assets and certain liabilities
relating to the Business upon and subject to the terms and conditions
hereinafter set forth;

NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I

SALE AND PURCHASE

SECTION 1.1 ASSETS TO BE SOLD AND PURCHASED.

<PAGE>

(iii) all proceeds from the sale of season passes and any other
pre-sold tickets ("PREPAID DEPOSITS") with respect to the 1997 season of the
Park as of the Closing Date;

(iv) all of Seller's and the General Partners' rights, title and
interest in, to and under all patents, patent applications, trade names,
trademarks, copyrights, servicemarks, trademark and servicemark registrations
and applications (including, without limitation, all of Seller's rights to use
the name "Waterworld USA" and any derivation thereof), whether or not used in
the Business;

(v) all of Seller's and the General Partners' rights in, to and
under trade secrets, formulae and specifications and technical know-how, whether
currently being used or under development, including engineering and other
drawings, data, design and specifications, product literature and related
materials, in each case which are owned or licensed by Seller as of the Closing
Date (together with the intellectual property described in Section 1.1(a)(iv),
the "INTELLECTUAL PROPERTY RIGHTS") and all of Seller's and the General
Partners' books, records and computer programs relating thereto;

(vi) all of Seller's rights in, to and under the goodwill of the
Business;

(vii) Seller's rights under all Contracts listed on SCHEDULE
1.1(A)(VII) including, but not limited to, the Lease (the "TRANSFERRED
CONTRACTS") and all prepaid expenses, claims and other prepayments, including
security deposits and other retentions held by third parties, with respect to
the Transferred Contracts as of the Closing Date, provided, however, that the
Transferred Contracts shall not include any Contract providing for the payment
to any Affiliate of Seller or the General Partners;

(viii) all of Seller's Inventory, wherever located, with respect to
the Business as such exists on the Closing Date;

(x) all transferable warranties and guarantees pertaining to the
Assets; and

(xi) all books and records relating to the Business and the
Assets (whether kept or maintained by Seller, either of the General Partners or
any third party)

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<PAGE>

including, without limitation, copies of lists of customers and suppliers;
admission tickets, season passes, records with respect to costs, Inventory and
Equipment; business development plans; advertising materials, catalogues,
correspondence, mailing lists, photographs, sales materials and records;
purchasing materials and records; personnel records with respect to employees of
the Business; media materials and plates; sales order files; ledgers and other
books of account; plans, specifications, surveys, reports and other materials
relating to the Real Property; other records required to continue the Business
as heretofore and now being conducted by or on behalf of Seller; and all
software programs, computer printouts, databases and related items used in the
Business.

(b) The Assets shall exclude the following assets and property (the
"EXCLUDED ASSETS"):

(i) all of Seller's rights, title and interest in and to the
Transaction Documents;

(iii) all of the accounts receivable of Seller as of the Closing
Date;

(iv) Tax refunds and recoveries and similar benefits of Seller
which relate to any period prior to the Closing Date and all of Seller's income
Tax Returns and records as of the Closing Date;

(v) all partnership records of Seller including, without
limitation, the minute books regarding meetings of the partners;

(vi) Seller's and the General Partners' rights under any Employee
Benefit Plans;

(vii) all of Seller's rights under any Insurance Policies or other
Contracts, other than the Transferred Contracts;

(viii) all of the licenses issued by the California Alcohol and
Beverage Commission; and

(ix) all assets relating exclusively to any of Seller's
operations, other than the Business.

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<PAGE>

SECTION 1.2 ASSUMED LIABILITIES.

(i) any Liabilities of Seller, the General Partners or their
Affiliates relating to the ownership or operation of the Assets or the Business
on or prior to the Closing Date;

(ii) any Liabilities of Seller, the General Partners or their
Affiliates relating to the ownership or operation of the Excluded Assets and the
operations of Seller, the General Partners and their Affiliates other than the
Business;

(iii) all accounts payable relating to the Business incurred on or
prior to the Closing Date;

(iv) any Environmental Liabilities;

(v) Liabilities and obligations under Contracts that are not
Transferred Contracts including Liabilities under the Management Agreement;

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<PAGE>

(viii) except as otherwise provided in this Agreement, Liabilities
and obligations to persons employed by Seller or FRE in connection with the
Business at any time prior to the Closing (or any of such employee's
beneficiaries, heirs or assignees) arising out of such employee's employment,
including the 1996 Bonuses;

(x) any Liabilities in respect of any Debt of the Seller,

all such duties, responsibilities, obligations or liabilities described in this
Section 1.2(b) being referred to herein as "RETAINED LIABILITIES."

As used herein, "ENVIRONMENTAL LIABILITIES" means any Liabilities, obligations,
responsibilities, obligations to conduct remedial actions, losses, damages,
punitive damages, consequential damages, costs and expenses (including, without
limitation, all reasonable fees, disbursements and expenses of counsel, expert
and consulting fees and costs of investigations and feasibility studies), fines,
penalties, and monetary sanctions, interest, direct or indirect, known or
unknown, absolute or contingent, past, present, or future, resulting from any
claim or demand by any person, whether based in contract, tort, implied or
express warranty, strict liability, common law, criminal or civil statute,
including any Environmental Law, arising solely out of the ownership or the
operation by the Seller, the General Partners or their Affiliates of the Assets
or the Business, in connection with environmental, health or safety conditions
at the Park or the manufacture, refining, storage, disposal or treatment of
Hazardous Substances by or on behalf of Seller.

SECTION 1.3 PURCHASE PRICE.

(a) The purchase price for the Assets (including the Inventory) shall
be $8,180,000 (the "PURCHASE PRICE") payable as provided in Section 5.2(c).

(b) On or prior to the Closing Date, Buyer and Seller and an escrow
agent selected by Buyer and Seller ("ESCROW AGENT") will execute and deliver an
escrow agreement ("ESCROW AGREEMENT") substantially in the form of EXHIBIT 1.3
hereto pursuant to which Buyer will deliver to Escrow Agent an amount out of the
Purchase Price equal to $409,000 (the "ESCROW FUNDS"), which amount will provide
a non-exclusive fund for a period of 18 months following the Closing for the
payment of any Losses for which Buyer may be entitled to indemnification as and
to the extent provided in Article VI.

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<PAGE>

drafts of any information returns required by Section 1060 of the Code, and all
similar state statutes, ten days prior to filing any such return.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER,
FRE AND THE SHAREHOLDERS

Seller and FRE, jointly and severally, represent and warrant to Buyer, and
each Shareholder, severally, represents and warrants to Buyer (but only with
respect to matters set forth below in Sections 2.1 and 2.2 relating to such
Shareholder), that:

SECTION 2.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Seller, FRE and each
Shareholder have full power, capacity and authority to execute and deliver this
Agreement and each other Transaction Document to which each is or, at the
Closing, will be a party and to consummate the transactions contemplated hereby
and thereby (the "CONTEMPLATED TRANSACTIONS"). The execution and delivery of
this Agreement and the consummation of the Contemplated Transactions to which
Seller, FRE or any Shareholder is or, at the Closing, will be a party have been
duly and validly authorized by Seller, FRE and such Shareholder, and no other
proceedings on the part of Seller, FRE or such Shareholder (or any other person)
are necessary to authorize the execution and delivery by Seller, FRE or such
Shareholder of this Agreement or the consummation of the Contemplated
Transactions to which Seller, FRE or such Shareholder is or, at the Closing,
will be a party. This Agreement has been and, at the Closing, the other
Transaction Documents to which Seller, FRE or any Shareholder is a party will
have been, duly and validly executed and delivered by Seller, FRE and such
Shareholder, and (assuming the valid execution and delivery thereof by the other
parties thereto) constitute or will at the Closing constitute, as the case may
be, the legal, valid and binding agreements of Seller, FRE and such Shareholder
enforceable against Seller, FRE or such Shareholder in accordance with their
respective terms except as such obligations and their enforceability may be
limited by applicable bankruptcy and other similar Laws affecting the
enforcement of creditors' rights generally and except that the availability of
equitable remedies is subject to the discretion of the court before which any
proceeding therefor may be brought (whether at law or in equity).

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<PAGE>

SECTION 2.2 NO CONFLICTS; CONSENTS. The execution, delivery and
performance by Seller, FRE and each Shareholder of this Agreement and each other
Transaction Document to which each is or will be a party or the consummation of
the Contemplated Transactions does not and will not (i) violate any provision of
the Agreement of General Partnership (or certificate of incorporation, by-laws
or other comparable instruments) of Seller, FRE or any corporate Shareholder;
(ii) require Seller, FRE, any Shareholder or any other Affiliate of Seller to
obtain any consent, approval or action of or waiver from, or make any filing
with, or give any notice to, any Governmental Body or any other person, except
for compliance with the HSR Act and except as set forth on SCHEDULE 2.2 (the
"SELLER REQUIRED CONSENTS"); (iii) if Seller Required Consents are obtained
prior to Closing, violate, conflict with or result in a breach or default under
(after the giving of notice or the passage of time or both), or permit the
termination of, any Contract of a type required to be listed on SCHEDULE 2.10 to
which Seller, FRE or any Shareholder is a party or by which it or its assets may
be bound or subject, or result in the creation of any Lien upon the Assets
pursuant to the terms of any such Contract; (iv) if Seller Required Consents are
obtained prior to Closing, violate any Law or Order of any Governmental Body
against, or binding upon, Seller, FRE, any Shareholder or upon the Assets or the
Business; or (v) if Seller Required Consents are obtained prior to Closing,
violate or result in the revocation or suspension of any Permit.

SECTION 2.3 PARTNERSHIP EXISTENCE AND POWER. Seller is a general
partnership duly organized, validly existing and in good standing under the laws
of its jurisdiction of formation, and has all requisite powers and all material
Permits required to carry on the Business as now conducted. Except as set forth
on SCHEDULE 2.3, Seller does not own any equity interest or equity investment in
any other person.

SECTION 2.4 FORMATION DOCUMENTS AND RECORDS. (a) Seller has heretofore
delivered to Buyer true and complete copies of all filings made with any
Governmental Body in connection with its formation and the Agreement of the
General Partnership of Seller as in effect on the date hereof and all other
Contracts between Seller and either General Partner.

SECTION 2.5 FINANCIAL INFORMATION. (a) Seller has previously furnished to
Buyer true and complete copies of (i) Seller's audited financial statements at
and for the year ended December 31, 1995 (the "ANNUAL STATEMENTS"),
(ii) Seller's unaudited financial statements at and for each calendar month of
1996 and 1995 through August 31, 1996 (the "INTERIM STATEMENTS"), and (iii) all
management letters, audit letters and attorney audit response letters issued in
connection with Seller's audited financial statements for the year ended
December 31, 1995. The Annual Statements have been prepared in accordance with
GAAP consistently applied as set forth in the notes thereto and were audited by
Mowatt, Mackie & Anderson (without qualification in the report thereof). Each
delivered financial

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<PAGE>

statement presents fairly the financial position of Seller as of its date, and
its earnings, changes in partners' equity and cash flow for the periods then
ended. Each delivered balance sheet fully sets forth all assets and Liabilities
of Seller existing as of its date which, under GAAP, should be set forth
therein, and each delivered statement of earnings sets forth the items of income
and expense of Seller which should appear therein under GAAP.

(b) SCHEDULE 2.5 accurately sets forth the attendance (by month) at
the Park included in the Business during 1993, 1994 and 1995 and each calendar
month of 1996 ending prior to the date hereof and by week for each full week
prior to the date hereof of the current calendar month.

SECTION 2.8 ABSENCE OF CERTAIN CHANGES. Since the Latest Balance Sheet
Date, except as disclosed in SCHEDULE 2.8, the Business has been conducted in
the ordinary course consistent with past practices and there has not been:

(b) Any transaction or Contract with respect to the purchase,
acquisition, lease, disposition or transfer of any Assets or to any capital
expenditure relating to the Business (in each case, other than as disclosed in
any Interim Statement delivered to Buyer prior to the date of this Agreement or
transactions or Contracts entered into in the ordinary course of the Business in
accordance with past practice).

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<PAGE>

(c) Any damage, destruction or other casualty loss (whether or not
covered by insurance), condemnation or other taking affecting the Business or
Seller to the extent material to the Business;

(d) Any change in any method of accounting or accounting practice by
Seller;

(e) Except as set forth in SCHEDULE 2.14 OR 2.15, any increase in the
compensation payable or to become payable to any officer, stockholder, director,
consultant, agent or employee of the Business, or any alteration in the benefits
payable to any thereof;

(f) Any material adverse change in the relationships of Seller or FRE
with the customers, suppliers and vendors of the Business; or

SECTION 2.9 THE ASSETS. (a) SCHEDULE 2.9 sets forth a complete list and
description of the Real Property. Seller has a valid leasehold interest in and
to the Land and good, marketable and insurable title to the Improvements, in
each case, free and clear of all Liens of any nature whatsoever, other than
(i) Liens securing or relating to Assumed Liabilities, (ii) Liens for current
Taxes not yet due and payable and (iii) in the case of the Land, easements,
covenants, restrictions and other similar encumbrances of record listed on
SCHEDULE 2.9, which do not relate to any Retained Liabilities and do not
materially interfere with the use of the Land or impair the conduct of the
Business (collectively, "PERMITTED LIENS"). SCHEDULE 2.9 sets forth with
respect to such Real Property a list of all title insurance policies, appraisal
reports, surveys and engineering and environmental reports (including, without
limitation, seismic and structural reports) held or controlled by Seller or FRE,
copies of which have been provided to Buyer. All Improvements located on the
Real Property are in good operating condition (subject to normal wear and tear)
with no structural or other defects known to Seller or FRE that could interfere
in any material respect with the operation of the Business, are located within
applicable boundary lines and are suitable for the purposes for which they are
currently used. The Business is not in violation in any material respect of any
building, zoning, anti-pollution, health, occupational safety or other Law,
Order Permit or non-transferable license in respect of the Real Property.
Except as disclosed on SCHEDULE 2.9, no person, other than Seller, has any right
to occupy or possess any of the Real Property. To Seller's best knowledge, the
Real Property complies with the California Subdivision Map Act and no portion of
the Real Property is located within a "Special Studies Zone" as designated under
the Alquist-Priolo Special Studies Zone Act, Sections 2621-2630, inclusive, of
the California Public Resources Code. To Seller's best knowledge, no
Improvements are constructed of unreinforced masonry, and the Improvements
currently comply with all seismic upgrade, retrofit and condition requirements
of applicable laws and regulations. To Seller's best knowledge, there exist no
structural conditions with respect to the Improvements or the Equipment and no
soil or other conditions

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<PAGE>

with respect to the Land that could increase the probability of material damage
to the Improvements or the Equipment as a result of earthquake or other seismic
activity.

(b) Seller has good and marketable title to (or valid leasehold
interest in) all Equipment used in the Business, free and clear of all Liens
except Permitted Liens. The Equipment constituting a part of the Assets
(whether owned or leased) has been well-maintained in accordance with industry
standards, is in good condition and repair (subject to normal wear and tear) and
is, in the aggregate, adequate in quantity and quality for the operation of the
Business as presently conducted. The Assets that are amusement rides or other
equipment have, in the aggregate been operated and maintained in accordance with
industry practice. SCHEDULE 2.9 contains a list and description of all
Equipment with a book value (before depreciation) of $50,000 or more and
indicates the Equipment listed thereon that is leased.

(c) Seller has good and marketable title to the Assets (other than
the Real Property and Equipment) free and clear of any Liens other than
Permitted Liens.

SECTION 2.10 CONTRACTS. (a) SCHEDULE 2.10 sets forth an accurate and
complete list of all Contracts relating to the Business to which Seller or FRE
is a party or by which Seller, FRE or their respective assets are bound or
subject, except for those Contracts with persons who are not Affiliates of the
Seller, FRE or any Shareholder relating solely to the purchase or sale of
property (other than the Real Property) or services by or on behalf of Seller in
the ordinary course of the Business which (i) require Seller to make or receive
payments not in excess of $40,000 and (ii) have a remaining term of less than
twelve months on the date of this Agreement or are terminable by Seller without
penalty during such period. Schedule 2.10 also includes a brief description of
the Lease and all other Contracts relating to the Real Property. True and
correct copies of all written Contracts listed on such Schedule and summaries of
the material provisions of all oral Contracts so listed have been delivered to
Buyer.

(b) All Contracts listed on SCHEDULE 2.10 are valid, subsisting, in
full force and effect and binding upon Seller or FRE, as the case may be, and,
to the knowledge of Seller and FRE, the other parties thereto in accordance with
their terms. Neither Seller nor FRE is in default (or alleged default) under
any such Contract in any material respect, nor, to the knowledge of Seller or
FRE, is any other party thereto in default thereunder in any material respect
and to the knowledge of Seller and FRE, there is no condition that with notice
or the lapse of time or both would constitute a material default (or give rise
to a termination right) under any such Contract. To the knowledge of Seller or
FRE, none of the other parties to any Transferred Contract intends to terminate
or materially alter the provisions thereof by reason of the Contemplated
Transactions or otherwise. Since the Latest Balance Sheet Date, neither Seller
nor FRE has waived any material right under any Transferred Contract, materially
amended or extended beyond December 31, 1996 any such Transferred Contract or
terminated or failed to renew (or received notice of termination or failure to
renew with respect to) any such Transferred Contract.

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<PAGE>

SECTION 2.11 INTANGIBLE PROPERTY. SCHEDULE 2.11 sets forth all
Intellectual Property Rights, including a copy of all registrations and
applications with respect thereto filed with or issued by any Governmental Body.
The Contemplated Transactions will not have an adverse effect on the right,
title and interest of Buyer as of the Closing Date in and to the Intellectual
Property Rights. Except as set forth on SCHEDULE 2.11, (i) neither Seller nor
FRE has received any written notice of invalidity, infringement or
misappropriation from any third party with respect to any Intellectual Property
Rights; (ii) to the knowledge of Seller and FRE, Seller has not interfered with,
infringed upon, misappropriated or otherwise come into conflict with any
Intellectual Property Rights of any third parties; and (iii) to the knowledge of
Seller and FRE, no third party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property
Rights of Seller.

SECTION 2.12 CLAIMS AND PROCEEDINGS. Except as set forth on SCHEDULE
2.12(a), there are no outstanding Orders of any Governmental Body against or
involving Seller, FRE, the Assets or the Business. Except as set forth on
SCHEDULE 2.12(b), there are no actions, suits, claims or counterclaims or legal,
administrative, governmental, arbitral or other proceedings or investigations
(collectively, "CLAIMS") (whether or not the defense thereof or Liabilities in
respect thereof are covered by insurance), pending or to the knowledge of Seller
or FRE threatened on the date hereof, against or involving Seller, FRE, the
Assets or the Business. Except as set forth on SCHEDULE 2.12(c), at the Closing
there will be no such Claims pending or, to the knowledge of Seller or FRE,
threatened, other than Claims that, individually or in the aggregate, could not
reasonably be expected to have a material adverse effect on the Condition of the
Business. Except as set forth on SCHEDULE 2.12(d), to the knowledge of Seller
or FRE, on the date hereof, there is no fact, event or circumstances that would
give rise to any Claim. As of the Closing, there will exist no such fact, event
or circumstance known to Seller that would give rise to any Claim that, if
pending or threatened on the Closing Date, could reasonably be expected to have
a material adverse effect on the Condition of the Business.

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consummation of the Contemplated Transactions, Seller has collected and remitted
to the appropriate Tax Authority all sales and use or similar Taxes required to
have been collected on or prior to the Closing Date and has been furnished
properly completed exemption certificates for all exempt transactions. Seller
has maintained and has in its possession all records, supporting documents and
exemption certificates required by applicable sales Tax statutes and regulations
to be retained in connection with the collection and remittance of sales and use
Taxes for all periods up to and including the Closing Date. Neither Seller (or
any of its predecessors) nor FRE is a party to or has received any notice with
respect to any proposed or pending examination, investigation, audit, action or
Claim by any Tax Authority relating to Taxes, nor is party to any dispute or, to
the knowledge of Seller and FRE, threatened dispute with respect thereto and no
Claim for assessment or collection of Taxes has been made upon Seller. SCHEDULE
2.13 includes a description of all such past examinations, investigations,
audits, actions or Claims within the past three years. Seller is not a "foreign
person" within the meaning of section 1445 of the Code, and Seller will furnish
Buyer with an affidavit that satisfies the requirements of section 1445 (b) (2)
of the Code. Seller is not and has never been a member of or included in any
consolidated, combined or unitary group for purposes of filing Tax Returns or
paying Taxes at any time. Seller has no Liability for Taxes of any other person
under Treasury Regulation section 1.1502-6 (or any similar provision of state or
foreign law), or as a transferee of such person, or under any other provision of
Law or Tax sharing, Tax indemnity or similar Contract.

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<PAGE>

ERISA Plans which are intended to qualify under Section 401(a) of the Code have
been submitted to and approved under Section 401(a) of the Code by the IRS and,
to the best knowledge of Seller and FRE, nothing has occurred which would cause
the loss of such tax qualification. No Liability under ERISA has been or is
expected to be incurred by Seller, FRE, or any Affiliate thereof with respect to
any ongoing, frozen or terminated "single-employer plan," within the meaning of
Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them,
or the single-employer plan of any entity which is considered one employer with
Seller or FRE under Section 4001 of ERISA or Section 414 of the Code (an "ERISA
AFFILIATE"). Seller, FRE and their Affiliates have not incurred and do not
expect to incur any Liability with respect to a multi-employer plan under
Subtitle E of Title IV of ERISA (regardless of whether based on contributions of
an ERISA Affiliate) and have not made or are obligated to make any contributions
to any multi-employer plan. All contributions required to be made under the
terms of any Employee Benefit Plan have been timely made or have been duly
provided for. No single-employer plan of Seller, FRE or any ERISA Affiliate
thereof has any unfunded pension liability or any "accumulated funding
deficiency" (whether or not waived) within the meaning of Section 412 of the
Code or Section 302 of ERISA. No Reportable Event has occurred with respect to
any ERISA Plan. Neither Seller nor FRE or their Affiliates has provided, or is
required to provide, security to any single-employer plan of an ERISA Affiliate
pursuant to Section 401(a) of the Code. Seller, FRE and each ERISA Affiliate
have paid all premiums (together with any interest, charges or penalties for
late payment thereon) required to be paid to the Pension Benefit Guaranty
Corporation with respect to each ERISA plan for which such premiums are
required. To the best knowledge of Seller and FRE, no ERISA Plan has engaged in
any transaction described in Section 406 or 407 of ERISA or Section 4975 of the
Code. Each ERISA Plan has at all times complied with the bonding requirements
of Section 412 of ERISA. Each Employee Benefit Plan can be unilaterally
terminated without penalty by Seller or FRE, as the case may be, on no more than
sixty (60) days' notice. There are no pending or, to the knowledge of Seller or
FRE, threatened Claims relating to any Employee Benefit Plan, other than routine
Claims for benefits in the ordinary course, asserted against (i) any Employee
Benefit Plan or its assets, (ii) Seller, FRE or any ERISA Affiliate or (iii) any
fiduciary, for which Seller or FRE may be directly or indirectly liable, through
indemnification obligations or otherwise.

(b) With respect to each Employee Benefit Plan, Seller has made
available to Buyer a current, accurate and complete copy (or, to the extent no
such copy exists, an accurate and complete description) thereof (including all
amendments thereto which will become effective at a later date) and, to the
extent applicable, (i) any related trust agreement, annuity contract or other
funding instrument; (ii) the most recent summary plan description; (iii) the
most recent annual report form (FORM 5500 series), financial statement and
actuarial report; and (iv) the most recent IRS determination letter.

SECTION 2.15 EMPLOYEE-RELATED MATTERS. (a) SCHEDULE 2.15 contains a true
and correct list of all officers, directors, full-time employees and consultants
of Seller or the Business, including any agreement relating thereto, and a
description of the rate and nature of all compensation payable by or on behalf
of Seller to each such person.

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SCHEDULE 2.15 also contains a description of all existing severance, accrued
vacation policies or retiree benefits of any current or former officer,
director, employee or consultant (to the extent not included on SCHEDULE 2.14).
Except as set forth on such Schedule, the employment or consulting arrangement
of all such persons and all part-time employees of Seller is terminable at will.

(b) Except as set forth in SCHEDULE 2.15, (i) neither Seller nor FRE
is a party to any Contract with any labor organization or other representative
of its employees; (ii) there is no unfair labor practice charge or complaint
pending or, to the knowledge of Seller or FRE, threatened against Seller or FRE
relating to any employee of the Business; (iii) neither Seller nor FRE has
experienced any labor strike, slowdown, work stoppage or similar material labor
controversy within the past three years relating to the Business; (iv) no
representation question has been raised respecting any of Seller's employees
working within the past three years, nor, to the knowledge of Seller or FRE, are
there any campaigns being conducted to solicit authorization from such employees
to be represented by any labor organization; (v) no Claim before any
Governmental Body brought by or on behalf of any employee, prospective employee,
former employee, retiree, labor organization, other representative of the
employees of Seller or any Governmental Body, is pending or, to the knowledge of
Seller or FRE, threatened against Seller or FRE; (vi) neither Seller nor FRE is
a party to, or otherwise bound by, any Order relating to its employees or
employment practices; and (vii) except with respect to ongoing disputes of a
routine nature involving immaterial amounts, Seller has paid or caused to be
paid in full to all of its employees all wages, salaries, commissions, bonuses,
benefits and other compensation due and payable to such employees.

SECTION 2.16 INSURANCE. SCHEDULE 2.16 sets forth a list of all insurance
policies, fidelity and surety bonds and fiduciary liability policies ("the
INSURANCE POLICIES") covering the Assets, the Business, operations, employees,
officers, managers and directors of Seller and FRE and true and complete copies
of all such Insurance Policies have been delivered to Buyer. SCHEDULE 2.16 also
sets forth a true and complete list of Claims made in respect of Insurance
Policies during the three years prior to the date hereof. True and correct
copies of all loss runs with respect to such period have been delivered to
Buyer. There is no Claim by or on behalf of Seller pending under any of such
Insurance Policies, and the Lease with respect thereto, as to which coverage has
been questioned, denied or disputed by the underwriters of such Insurance
Policies or any requirement by any insurer to perform work which has not been
satisfied. All premiums payable on or before the Closing Date under all
Insurance Policies have been paid and Seller is otherwise in compliance in all
material respects with the terms and conditions of all such Insurance Policies.
All Insurance Policies are in full force and effect.

SECTION 2.17 COMPLIANCE WITH LAWS. Neither Seller nor FRE is in violation
in any material respect of any order, judgment, injunction, award, citation,
decree, consent decree or writ (collectively, "ORDERS"), or any material law,
statute, code, ordinance, rule, regulation or other requirement, including any
Environmental Laws (collectively, "LAWS"), of any government or political
subdivision thereof, whether federal, state, local or

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foreign, or any agency or instrumentality of any such government or political
subdivision, or any court or arbitrator (collectively, "GOVERNMENTAL BODIES")
affecting the Assets or the Business.

SECTION 2.18 PERMITS. Seller and FRE have obtained all Permits and
non-transferable licenses, and have made all required registrations and filings
with, any Governmental Body that are material to the use and occupancy of the
Real Property or the conduct of the Business. All material Permits and
non-transferable licenses are listed on SCHEDULE 2.18 and are in full force and
effect; no material violations are or have been recorded in respect of any
Permit or non-transferable license within three years prior to the Closing Date;
and no proceeding is pending or, to the knowledge of Seller or FRE, threatened
to revoke or limit any Permit or non-transferable license. Except as listed on
SCHEDULE 2.18, no Permit will terminate by reason of the Contemplated
Transactions.

SECTION 2.19 ENVIRONMENTAL MATTERS. Except as referenced in SCHEDULE
2.19: (a) there has been, directly or indirectly, no use, manufacture,
generation, refining, storage, transport, disposal or treatment of Hazardous
Substances by or on behalf of Seller (or, to the knowledge of Seller or FRE, any
predecessor in interest), or any Release at, on or under any Real Property by or
on behalf of Seller, or, to the knowledge of Seller or FRE, by any other person,
in violation of any Environmental Law or which would require remedial action
under any Environmental Law; neither Seller nor FRE has contaminated the soil,
ground water or surface water, and to the knowledge of Seller and FRE, none of
the soil, ground water or surface water of such Real Property is or has been
contaminated by any Release.

(b) No portion of the Real Property has ever been used as a petroleum
storage, refining or distribution facility or terminal, or a gasoline station by
Seller, FRE, or any tenant or licensee of Seller or FRE thereat.

(c) As to the ownership or operation of the Assets or the Business,
Sellers and FRE have not created, suffered or permitted, and have not received
any written notice of (i) any alleged violation with respect to any
Environmental Law; or (ii) any prior, pending or threatened Regulatory Action or
other Claim involving any such party or any present or former owner, lessee or
operator of the Real Property.

(d) (i) There are no incinerators, septic tanks, underground or
aboveground tanks or cesspools, pipes or pipelines for the storage or
transportation of Hazardous Materials, including without limitation, heating
oil, fuel oil, gasoline and/or other petroleum products, whether such tanks,
pipelines or pipes are in operation, closed or abandoned (the "TANKS") located,
or to the knowledge of Seller and FRE, which have been located, on, at or under
the Real Property, (ii) all sewage from the Real Property is discharged into a
public sanitary sewer system, and (iii) there has been no Release by or on
behalf of Seller, or to Seller's or FRE's knowledge by any other party, into the
atmosphere, any adjoining or adjacent body of water, or adjoining or adjacent
property in violation of Environmental Law. Seller has delivered to Buyer
copies of all environmental reports and

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all other written materials held or controlled by or on behalf of Seller
regarding the environmental matters set forth in this Section 2.19.
Notwithstanding the foregoing, if the Real Property contains any such Tanks,
Seller and FRE represent that Seller is in compliance in all material respects
with all registration and other requirements of Environmental Law (including
U.S.C. Section 6991, "Regulation of Underground Storage Tanks") regulating the
existence, usage and removal thereof.

SECTION 2.20 FINDERS; FEES. Except as set forth in SCHEDULE 2.20, there
is no investment banker, broker, finder or other intermediary which has been
retained by or is authorized to act on behalf of Seller or FRE who might be
entitled to any fee or commission from Seller or FRE upon consummation of the
Contemplated Transactions. All fees and commissions described in SCHEDULE 2.20
will have been paid in full by or on behalf of Seller prior to the Closing.

SECTION 2.22 LEASE. Except as set forth in SCHEDULE 2.22:

(a) the Lease is in full force and effect with no default by Seller,
or to its knowledge, lessor existing beyond applicable notice and cure periods
or any event or condition which, with the giving of notice or passage of time
would constitute such a default, and neither Seller, nor to its knowledge,
lessor under the Lease has any existing rights of offset or abatement;

(b) all work, repairs and improvements (including capital
improvements) required to have been done on or prior to the Closing under the
Lease by Seller have been completed in accordance therewith, and Seller has or
caused to be waived any and all rights to terminate the Lease with respect
thereto;

(c) the Lease is superior to any and all mortgages now or hereafter
constituting a Lien on the Real Property and/or the interest of either party to
the Lease therein;

(d) there are no rights of first refusal, options to purchase,
"buy-out" rights, or other termination rights which have been exercised, or are
currently exercisable, by either party to the Lease;

(e) all rent and other amounts payable by or on behalf of Seller
under the Lease have been paid to the date hereof, and shall be paid to the date
of Closing;

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(f) any amounts payable to Seller under the Lease have been paid to
the date hereof, and shall be apportioned at Closing;

(g) Seller has satisfied all requirements under the Lease with
respect to expenditure of funds for capital improvements, marketing, maintenance
and repairs and as otherwise may be required thereunder; and

(h) Seller has obtained and shall, prior to Closing deliver to Buyer,
all requisite consents obtained in connection with capital improvements made or
proposed to be made by Seller at the Real Property and all capital improvement
plans required to be submitted by Seller under the Lease have been submitted and
approved by the lessor thereunder in accordance therewith and, prior to the
Closing, Seller will not submit any such plan without the prior written consent
of Buyer.

ARTICLE IIA

REPRESENTATIONS AND WARRANTIES OF R&B AND THE MEMBERS

R&B represents and warrants to Buyer, and each Member, severally,
represents and warrants to Buyer (but only with respect to Sections 2A.1 and
2A.2 relating to such Member), that:

SECTION 2A.1 AUTHORITY RELATIVE TO THIS AGREEMENT. R&B and each of the
Members have full power, capacity and authority to execute and deliver this
Agreement and each other Transaction Document to which each is or, at the
Closing, will be a party and to consummate the Contemplated Transactions. The
execution and delivery of this Agreement and the consummation of the
Contemplated Transactions to which R&B or any Member is or, at the Closing, will
be a party have been duly and validly authorized by R&B or such Member, as the
case may be, and no other proceedings on the part of R&B or such Member (or any
other person) are necessary to authorize the execution and delivery by R&B or
such Member of this Agreement or the consummation of the Contemplated
Transactions to which R&B or such Member is or, at the Closing, will be a party.
This Agreement has been and, at the Closing, the other Transaction Documents to
which R&B or any Member is a party will have been duly and validly executed and
delivered by R&B or such Member, as the case may be, and (assuming the valid
execution and delivery thereof by the other parties thereto) constitute or will
at the Closing constitute, as the case may be, the legal, valid and binding
agreements of R&B or such Member enforceable against R&B or such Member in
accordance with their respective terms except as such obligations and their
enforceability may be limited by applicable bankruptcy and other similar Laws
affecting the enforcement of creditors' rights generally and except that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought (whether at law or in
equity).

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SECTION 2A.2 NO CONFLICTS; CONSENTS. The execution, delivery and
performance by R&B and each Member of this Agreement and each other Transaction
Document to which each is or will be a party or the consummation of the
Contemplated Transactions does not and will not (i) violate any provision of the
Agreement of General Partnership (or certificate of incorporation, by-laws or
other comparable instruments) of Seller, R&B or any corporate Member; (ii)
require Seller (to the knowledge of R&B and each Member), R&B, any Member or any
other Affiliate to obtain any consent, approval or action of or waiver from, or
make any filing with, or give any notice to, any Governmental Body or any other
person, except for compliance with the HSR Act and except as set forth on
SCHEDULE 2.2; or (iii) if Seller Required Consents are obtained prior to
Closing, violate any Law or Order or any Governmental Body against, or binding
upon, Seller, R&B or any Member.

SECTION 2A.3 ENVIRONMENTAL MATTERS. Seller has made available to Buyer
certain environmental reports listed on Schedule 2.19. To the best knowledge of
R&B without further inquiry, such environmental reports are true and correct in
all material respects.

SECTION 2A.4 LEASE. Except as set forth in Schedule 2.22:

(a) to the best knowledge of R&B, the Lease is in full force and
effect with no default by Seller, or to its knowledge, lessor existing beyond
applicable notice and cure periods or any event or condition which, with the
giving of notice or passage of time would constitute such a default, and neither
Seller, nor to its knowledge, lessor under the Lease has any existing rights of
offset or abatement;

(b) there are no rights of first refusal, options to purchase,
"buyout" rights, or other termination rights which have been exercised, or are
currently exercisable, by either party to the Lease;

(c) all rent and other amounts payable by or on behalf of Seller
under the Lease have been paid to the date hereof, and shall be paid to the date
of Closing;

(d) any amounts payable to Seller under the Lease have been paid to
the date hereof, and shall be apportioned at Closing; and

(e) upon approval by the Lessor, Seller will have obtained and
delivered to Buyer prior to Closing, all requisite consents to assign the Lease
to Buyer.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

Buyer and Parent represent and warrant to Seller and the General Partners
that:

SECTION 3.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Buyer and
Parent has full power and authority to execute and deliver this Agreement and
each other Transaction Document to which it is or, at the Closing, will be a
party and to consummate the Contemplated Transactions. The execution and
delivery of this Agreement and the consummation of the Contemplated Transactions
to which each of Buyer and Parent is or, at the Closing, will be a party have
been duly and validly authorized and approved by the board of directors thereof
and no other corporate proceedings on the part of Buyer or Parent are necessary
to authorize the execution and delivery by Buyer and Parent of this Agreement or
the consummation of the Contemplated Transactions to which either is a party.
This Agreement has been and, at the Closing, the other Transaction Documents to
which each of Buyer and Parent is a party will have been duly and validly
executed and delivered by Buyer and Parent and (assuming the valid execution and
delivery thereof by the other parties thereto) constitutes or will at the
Closing constitute, as the case may be, the legal, valid and binding agreement
of Buyer and Parent, enforceable against Buyer or Parent, as the case may be, in
accordance with their respective terms, except as such obligations and their
enforceability may be limited by applicable bankruptcy and other similar laws
affecting the enforcement of creditors' rights generally and except that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought (whether at law or in
equity).

SECTION 3.2 NO CONFLICTS; CONSENTS. The execution, delivery and
performance by each of Buyer and Parent of this Agreement and each other
Transaction Document to which it is or, at the Closing, will be a party and the
consummation of the Contemplated Transactions to which it is or, at the Closing,
will be a party do not and will not (i) violate any provision of the certificate
of incorporation or by-laws of Buyer or Parent; (ii) require Buyer or Parent to
obtain any consent, approval or action of or waiver from, or make any filing
with, or give any notice to, any Governmental Body or any other person, except
for compliance with the HSR Act and except as set forth in SCHEDULE 3.2 (the
"BUYER REQUIRED CONSENTS"); (iii) if Buyer Required Consents are obtained prior
to the Closing, violate, conflict with or result in the breach or default under
(after the giving of notice or the passage of time); or permit the termination
of, any material Contract to which Buyer is a party or by which Buyer, Parent or
either of their assets may be bound or subject; or (iv) if Buyer Required
Consents are obtained prior to the Closing, violate any Law or Order of any
Governmental Body against, or binding upon, Buyer, the Parent or upon their
assets or business.

SECTION 3.3 CORPORATE EXISTENCE AND POWER. Each of Buyer and Parent is a
corporation duly organized, validly existing and in good standing under the laws
of its state

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of incorporation and each has all requisite corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted and as it will be conducted upon consummation
of the Contemplated Transactions. At the Closing, Buyer (or its assignee) will
be qualified to do business in the State of California.

SECTION 3.4 FINDERS; FEES. There is no investment banker, broker, finder
or other intermediary which has been retained by or is authorized to act on
behalf of Buyer who might be entitled to any fee or commission from Buyer upon
consummation of the Contemplated Transactions.

ARTICLE IV

COVENANTS AND AGREEMENTS

SECTION 4.1 CONDUCT OF BUSINESS OF SELLER. (a) From the date hereof
through the Closing Date, Seller and the General Partners agree:

(i) To conduct the operations of the Business according to the
ordinary and usual course of the Business consistent with past practice, to
preserve intact the present business organization and structure, to use
reasonable efforts to keep available the services of the present officers,
agents and full-time employees of the Business, to use reasonable efforts to
preserve and maintain the Assets and the good will of the Business and to use
reasonable efforts to preserve the relationships of Seller and each of the
General Partners with customers and suppliers, and others having business
dealings with the Business.

(iv) Not to undertake (nor permit to be undertaken) any of the
actions specified in Section 2.8.

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(vi) to fully comply with the Lease and immediately deliver to
Buyer copies of all notices delivered or received thereunder or in connection
therewith.

(b) From the date hereof through the Closing Date, Seller and the
General Partners agree that they will use reasonable efforts to conduct the
Business in such a manner so that the representations and warranties of Seller
and the General Partners contained herein shall continue to be true and correct
on and as of the Closing Date as if made on and as of the Closing Date.

(c) From the date hereof through the Closing Date, Seller and the
General Partners agree that they will consult with Buyer prior to any renewal,
amendment, extension or termination of, waiver of any material right under, or
any failure to renew, any Transferred Contract and will not take any such action
if Buyer objects thereto in writing.

SECTION 4.2 CORPORATE EXAMINATIONS AND INVESTIGATIONS. Prior to the
Closing Date, Seller and the General Partners agree that Buyer shall be
entitled, through its directors, officers, Affiliates, employees, attorneys,
accountants, representatives, lenders, consultants and other agents
(collectively, "REPRESENTATIVES") to make such investigation of the Assets, the
Business and operations of Seller, and such examination of the books, records
and financial condition of Seller, as Buyer reasonably deems necessary. Any
such investigation and examination shall be conducted at reasonable times, under
reasonable circumstances and upon reasonable notice, and Seller shall cooperate
fully therein. In that connection, Seller and the General Partners shall make
available to the Representatives of Buyer during such period, without however
causing any unreasonable interruption in the operations of Seller, all such
information and copies of such documents and records concerning the Business and
the affairs of Seller as such Representatives may reasonably request, shall
permit the Representatives of Buyer access to the Assets and all parts thereof,
and to Seller's and the Business' employees, customers, suppliers, contractors
and others, and shall cause Seller's Representatives to cooperate fully in
connection with such review and examination. No investigation by Buyer shall
diminish or obviate any of the representations, warranties, covenants or
agreements of Seller and the General Partners contained in this Agreement.

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and which are required by Law to effectuate the consummation of the Contemplated
Transactions. Seller and the General Partners, on the one hand, and Buyer, on
the other, shall cooperate with each other in connection with such filings and
furnish each other with copies of such filings and any correspondence received
from any Governmental Body in connection therewith. Seller and the General
Partners, on the one hand, and Buyer, on the other, as promptly as practicable,
shall make, or cause to be made, all filings and submissions under such Laws as
are applicable to them or to their respective Affiliates, as may be required for
them to consummate the Contemplated Transactions in accordance with the terms of
this Agreement and shall furnish copies thereof to the other party prior to such
filing and shall not make any such filing or submission to which Buyer or
Seller, as the case may be, reasonably objects in writing. All such filings
shall comply in form and content in all material respects with applicable Law.

SECTION 4.5 EFFORTS TO CONSUMMATE; MISCELLANEOUS. Subject to the terms
and conditions herein, each of Seller, the General Partners and Buyer, without
payment or further consideration, shall use good faith efforts to take or cause
to be taken all action and to do or cause to be done all things necessary,
proper or advisable under applicable Laws, Permits and Orders to consummate and
make effective, as soon as reasonably practicable, the Contemplated
Transactions, including, but not limited to, the obtaining of all Seller
Required Consents and Buyer Required Consents and Permits or consents of any
third party, whether private or governmental, required in connection with such
party's performance of such transactions and each party hereto shall cooperate
with the other in all of the foregoing. Without limiting the generality of the
foregoing, Seller and the General Partners will, upon execution of this
Agreement, use reasonable best efforts to obtain, as soon as practicable
thereafter, execution of the Lease Documents by the landlord under the Lease,
and all costs and expenses incurred in connection therewith shall be borne
equally by Seller and Buyer. Seller, the General Partners and Buyer agree that
the Contemplated Transactions comply with the terms and provisions of
Section 3.2 of the Lease, and hereby incorporate by reference the provisions of
subsection(c) thereof into this Agreement.

SECTION 4.6 NEGOTIATIONS WITH OTHERS. From and after the date hereof
unless and until this Agreement shall have terminated in accordance with its
terms, Seller, each General Partner and each Principal agrees that neither
Seller, nor either General Partner, any Principal, any of their Affiliates,
officers, directors, employees, shareholders or other Representatives, will
directly or indirectly (i) solicit, engage in discussions or engage in
negotiations with any person (other than Buyer or any of its Affiliates) with
respect to an Acquisition Proposal; (ii) provide information to any person
(other than Buyer or any of its Representatives) in connection with an
Acquisition Proposal; or (iii) enter into any transaction with any person (other
than Buyer or any of its Affiliates) with respect to an Acquisition Proposal.
If Seller, either General Partner, any Principal or any Affiliate or
Representative thereof receives any offer or proposal to enter into discussions
or negotiations relating to any of the above, such party will immediately notify
Buyer in writing as to the identity of the offeror or the party making any such
proposal and the specific terms of such offer or proposal.

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SECTION 4.7 NOTICES OF CERTAIN EVENTS. Prior to the Closing Date, Seller
and Buyer shall promptly notify the other of:

(a) any notice or other communication from any person alleging that
the consent of such person is or may be required in connection with the
Contemplated Transactions;

(b) any notice or other communication from any Governmental Body in
connection with the Contemplated Transactions; and

(a) In order to preserve the value of the Assets being sold to Buyer,
each of Seller, FRE and the Shareholders agrees that it will not, directly or
indirectly, as a partner, officer, employee, director, stockholder, proprietor,
consultant, representative, agent or otherwise become or be interested in, or
associate with or render assistance to, any person engaged in the ownership,
operation and/or management of any (i) water park located within 100 miles of
the Park; or (ii) amusement park, theme park, mini-theme park or family
amusement or entertainment center located within 50 miles of the Park, provided
that Seller and the Shareholders may engage in the ownership, operation and/or
management of a family entertainment center within such 50 mile radius provided
that such center is within a one (1) mile radius of the locations specified in
SCHEDULE 4.9 within the cities of San Rafael, San Bruno, Union City and San
Jose. Each of R&B and the Members agrees that it will not directly or
indirectly, as a partner, officer, employee, director, stockholder, proprietor,
consultant, representative, agent or otherwise become or be interested in, or
associate with or render assistance to, any person engaged in the ownership,
operation, and/or management of any waterpark located within 50 miles of the
Park. The foregoing provisions shall not, however, prohibit (x) the ownership
by any person of not more than five percent (5%) of any class of outstanding
equity securities listed for trading on a national securities exchange or

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publicly traded in the over-the-counter market which engages in any of such
businesses; or (y) the employment of Donald Busch by any person.

(b) Each of Seller, the General Partners and the Principals agrees
that it will not, directly or indirectly, during the Term, for its own benefit
or for the benefit of any other entity or person knowingly solicit the
professional services of any employee, agent or consultant of Buyer or any
Affiliate of Buyer or otherwise interfere with the relationship between Buyer or
any Affiliate and any of such persons.

(c) After the Closing, neither Seller, nor any General Partner,
Principal or Seller's Representative will, directly or indirectly, use, disclose
or make available to anyone (other than Buyer) any confidential information
concerning the ownership and/or operation of the Park (the "CONFIDENTIAL
INFORMATION"), except to the extent that such Confidential Information has been
made publicly available by Buyer. The Confidential Information includes,
without limitation, the business practices, financial information, customer and
prospective customers names, suppliers and prospective suppliers names, leads
and account information, mailing lists, computer programs, advertising campaigns
(including, without limitation, displays, drawings, memoranda, designs, styles
or devices), employee names, compensation and benefit information of Seller or
the General Partners pertaining to the Park. In the event that Seller, either
General Partner or any Principal 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, Seller, such General Partner or such Principal shall
notify Buyer promptly of the request or requirement so that Buyer may seek an
appropriate protective order or waive compliance with the provisions of this
Section 4.9(c). If, in the absence of a protective order or the receipt of a
waiver hereunder, Seller, either General Partner or a Principal is, on the
advice of counsel, compelled to disclose any Confidential Information to the
tribunal or else stand liable for contempt, Seller, such General Partner or such
Principal may disclose the Confidential Information to the tribunal; provided
that Seller, such General Partner or such Principal shall use its best efforts
to obtain, at the request of Buyer, an order or other assurance that
confidential treatment shall be accorded to such portion of the Confidential
Information required to be disclosed as Buyer shall designate.

(d) The parties agree that a violation of the foregoing agreements
not to compete or disclose, or any provision thereof, will cause irreparable
damage to Buyer, and Buyer shall be entitled (without any requirement of posting
a bond or other security), in addition to any other rights and remedies which it
may have, at law or in equity, to an injunction enjoining and restraining
Seller, any General Partner, Principal and/or Representative thereof from doing
or continuing to do any such act or any other violations or threatened
violations of this Section 4.9.

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declares that any term or provision of this Section 4.9 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 4.10 EXPENSES. Buyer and Seller shall each pay 50% of the
expenses incurred in connection with any filing under the HSR Act and the title
insurance and survey referred to in Section 5.3(f). Except as otherwise
specifically provided in this Agreement, Buyer, on the one hand, and Seller and
the General Partners on the other hand, shall bear their respective expenses, in
each case, incurred in connection with the preparation, execution and
performance of this Agreement and the Contemplated Transactions, including,
without limitation, all fees and expenses of their respective Representatives.

SECTION 4.12 EMPLOYEE MATTERS.

(b) Seller and FRE shall retain responsibility and complete liability
for all benefits earned by the Transferred Employees through the Closing Date
under Seller's or any of the General Partners' Employee Benefit Plans and shall
pay or cause to be paid to each Transferred Employee the accrued benefit of such
Transferred Employee thereunder in

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accordance with the terms of such Employee Benefit Plans. No assets held in
trust in respect of any Employee Benefit Plan of Seller or any of the General
Partners shall be transferred to Buyer or to any plan adopted or maintained by
Buyer.

(c) Seller shall bear the entire cost and expense of wages, salaries,
bonuses (including all bonuses based on or related to the results of operations
of the Business during its 1996 season, whether payable prior to, on or after
the Closing Date (the "1996 BONUSES"), severance obligations, worker's
compensation claims, and any other direct or indirect compensation or employee
benefits (whether arising under Seller's or any of the General Partners'
Employee Benefit Plans or otherwise) of all employees of the Business for all
periods ending on or prior to the Closing Date, irrespective of time at which
any claims therefor are made. For purposes hereof, an expense will be deemed to
be incurred when the services related thereto have been rendered and a
disability shall be deemed to have occurred on the date of the applicable
accident or trauma rather than the date upon which any determination is made
concerning the existence of the disability.

(d) Neither Buyer nor Seller intend this Section to create any rights
or interests, except as between Buyer and each of Seller and the General
Partners, and no present or future employees thereof (or any dependents of such
employees) will be treated or deemed as third party beneficiaries in or under
this Agreement.

SECTION 4.13 CERTAIN RENEWALS. With respect to each Permit which may
expire prior to the Closing Date or within sixty days thereafter, Seller and FRE
shall (i) timely file with the appropriate Governmental Bodies applications for
renewal of each such Permit (the "APPLICATIONS"); (ii) deliver to Buyer true and
complete copies of such Applications; (iii) diligently prosecute such
Applications prior to Closing; and (iv) cooperate fully with all Governmental
Bodies in the processing of such Applications.

SECTION 4.14 COLLECTION OF ACCOUNTS RECEIVABLE. From and after the
Closing Date, Buyer shall be solely responsible for collecting the accounts
receivable of Seller existing on the Closing Date (the "RECEIVABLES") and,
except as provided herein, neither Seller nor any General Partner shall take any
action to collect any such Receivables. Buyer shall give prompt written notice
to Seller of any amount collected in respect of any Receivable and shall
promptly remit such amount to Seller. Any amount received without designation
of the invoice to which it should be applied shall first be applied to the
Receivables due from such account debtor. Any amount received by Buyer from any
account debtor, which is designated by such account debtor as applicable to a
receivable other than a Receivable, shall be the property of Buyer and shall be
applied by Buyer to the balance then due and owing by such account debtor to
Buyer. With respect to any Receivable that is not collected within 90 days
following the Closing Date, Buyer shall either (a) make payment to Seller of
such Receivable on behalf of the account debtor or (b) consent in writing to the
commencement by Seller, at its expense, of legal action to collect such
Receivable.

SECTION 4.15 TRANSFER TAXES; ALLOCATIONS. (a) All excise, sales, value
added, use, registration, stamp, transfer and similar Taxes, including, without
limitation, any

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real estate transfer taxes relating to the Real Property or the Lease, any
personal property transfer Taxes relating to the Assets, incurred in connection
with this Agreement and the Contemplated Transactions shall be borne equally by
Seller and Buyer. Buyer and Seller shall cooperate in providing each other
appropriate resale exemption certificates and other appropriate Tax
documentation and related information at or prior to Closing, as required by
law.

SECTION 4.18 STRUCTURING. Seller acknowledges that Buyer may prior to
Closing propose an alternative structure for the Contemplated Transactions and
agrees that, unless in the reasonable opinion of Seller such alternative
adversely affects the rights and obligations of Seller, the General Partners or
the Principals or such alternative structure results in a net expense to such
parties, the parties at or prior to Closing shall enter into such amendments
hereto or other instruments and documents as shall be required to effect such
alternative structure.

SECTION 4.19 ADMISSIONS. For a period of ten (10) years following the
Closing Date, Buyer shall provide R&B with 150 single day admission tickets to
the Park per year upon its written request.

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ARTICLE V

CONDITIONS TO CLOSING

(a) HSR ACT. Any applicable waiting period under the HSR Act
relating to the Contemplated Transactions shall have expired.

(b) NO INJUNCTION. No provision of any applicable Law and no Order
shall prohibit the consummation of the Contemplated Transactions.

(c) NO PROCEEDING OR LITIGATION. No Claim instituted by any person
(other than Buyer, Seller, the General Partners, the Principals or their
respective Affiliates), shall have been commenced or pending against Seller,
Buyer or any of their respective Affiliates, officers or directors which Claim
seeks to restrain, prevent, change or delay in any material respect the
Contemplated Transactions or seeks to challenge any of the material terms or
provisions of this Agreement or seeks material damages in connection with any of
such transactions.

(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Buyer and Parent contained in this Agreement and in any
certificate or other writing delivered by Buyer pursuant hereto shall be true at
and as of the Closing Date as if made at and as of such time.

(c) PURCHASE PRICE. Buyer shall have paid to Seller by wire transfer
of immediately available funds an amount equal the Purchase Price less the sum
of the Escrow Funds and the Prepaid Deposits. Buyer shall have delivered to the
Escrow Agent, in accordance with the terms of the Escrow Agreement, the Escrow
Funds.

(d) BUYER REQUIRED CONSENTS. All Buyer Required Consents shall have
been obtained.

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(e) DOCUMENTATION. There shall have been delivered to Seller the
following:

(iii) Evidence of the good standing and corporate existence of
Buyer and Parent reasonably requested by Seller.

(iv) A signed opinion of Buyer's counsel, dated the Closing Date
and addressed to Seller, substantially in the form of opinion annexed as EXHIBIT
5.2B hereto.

(v) Copies of all Buyer Required Consents.

(vi) An executed copy of the Escrow Agreement.

(vii) An executed copy of an assumption agreement substantially in
the form annexed as EXHIBIT 5.2C (the "ASSUMPTION AGREEMENT").

(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Seller, the General Partners and Principals contained in this
Agreement and in any certificate or other writing delivered by Seller pursuant
hereto shall be true at and as of the Closing Date as if made at and as of such
time.

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(d) SELLER REQUIRED CONSENTS. All Seller Required Consents shall
have been obtained.

(e) SACRAMENTO AGREEMENT. The transactions contemplated by the
agreement (the "SACRAMENTO AGREEMENT") among Buyer, Parent, FRE and the
Shareholders with respect to the acquisition by Buyer of substantially all of
the assets of FRE comprising the business operations of Waterworld
USA/Sacramento and Paradise Island/Sacramento shall have been consummated.

(f) SURVEY AND TITLE INSURANCE. Buyer shall have procured (i) title
insurance with respect to the Real Property (including easements, rights-of-way,
conditions and restrictions of record), which insurance shall be subject only to
Permitted Liens and such standard or other exceptions on the extended coverage
ALTA Form (1992) title insurance policy as are reasonably acceptable to Buyer,
from a nationally recognized title insurance company qualified to do business in
California reasonably satisfactory to Buyer and Seller in an amount reasonably
satisfactory to Buyer; and (ii) a recent survey, by a licensed surveyor selected
by Buyer, of the Real Property, showing the boundaries, monuments, publicly
dedicated access, easements and rights-of-way of record, improvements (including
all Improvements) and encroachments, if any, and otherwise complying with ALTA-
ASCM Land Title Survey requirements.

(g) DISCHARGE OF CERTAIN LIABILITY. Seller shall have delivered to
Buyer evidence, reasonably satisfactory to Buyer, of the payment and discharge
by Seller of the Percentage Rent, the 1996 Bonuses, the fees and commissions
described on Schedule 2.20, and all other amounts payable by or on behalf of
Seller on or prior to the Closing Date under Employee Benefit Plans.

(h) MANAGEMENT AGREEMENT. Effective the Closing Date, the management
agreement (the "MANAGEMENT AGREEMENT") by and between FRE and Seller, dated
September 28, 1994, shall have been terminated and be of no further force and
effect.

(i) DOCUMENTATION. There shall have been delivered to Buyer the
following:

(i) A certificate dated the Closing Date, of the Chairman of the
Board or President of Seller and the General Partners, confirming the matters
set forth in Sections 5.3(a) and (b).

(ii) Certificates, dated the Closing Date, of the Secretary or
Assistant Secretary of each General Partner certifying, among other things, that
attached or

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appended to such certificate (A) are true and correct copies of all filings made
with any Governmental Body in connection with its formation and the Agreement of
General Partnership of Seller and all amendments, if any, thereto as of the date
thereof; (B) is a true copy of the resolutions of the board of directors or
managers of such General Partners authorizing the execution, delivery and
performance of this Agreement by each General Partner and Seller, and each other
Transaction Document to be delivered by Seller pursuant hereto; and (D) are the
names and signatures of the duly elected or appointed officers of such General
Partners who are authorized to execute and deliver this Agreement and any
certificate, document or other instrument in connection herewith.

(iii) Evidence of the partnership existence of Seller reasonably
requested by Buyer.

(iv) A signed opinion of Seller's counsel, dated the Closing
Date, addressed to Buyer, substantially in the form of opinion annexed as
EXHIBIT 5.3A hereto.

(v) Copies of all Seller Required Consents and all Permits.

(vi) (A) certified true and complete copies of the Lease and all
amendments and modifications thereof, and (B) an executed consent to assignment,
lien and estoppel certificate from the lessor under the Lease, substantially in
the form of EXHIBIT 5.3B hereto (the "LEASE DOCUMENTS").

(vii) An executed copy of the Escrow Agreement.

(viii) Possession and control of the Assets.

(ix) An executed copy of a Bill of Sale and Assignment
substantially in a form annexed hereto as EXHIBIT 5.3C ("the BILL OF SALE").

(x) An executed copy of the Assumption Agreement.

(xi) An executed copy of a release (the "PARTNERSHIP RELEASE") by
the General Partners, releasing and discharging Seller from any and all Claims
and Liabilities against Seller arising out of or relating to the Business or the
operations of Seller except for any such Claims and Liabilities which any of the
General Partners may have against Seller under the Agreement of General
Partnership.

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ARTICLE VI

INDEMNIFICATION

SECTION 6.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a)
Notwithstanding any right of Buyer fully to investigate the affairs of Seller
and notwithstanding any knowledge of facts determined or determinable by Buyer
pursuant to such investigation or right of investigation, Buyer has the right to
rely fully upon the representations, warranties, covenants and agreements of
Seller and the General Partners contained in this Agreement, or listed or
disclosed on any Schedule hereto or in any instrument delivered in connection
with or pursuant to any of the foregoing. All such representations, warranties,
covenants and agreements shall survive the execution and delivery of this
Agreement and the Closing hereunder. Notwithstanding the foregoing, all
representations and warranties of Seller, the General Partners or Principals
contained in this Agreement, on any Schedule hereto or in any instrument
delivered in connection with or pursuant to this Agreement (other than the
representations and warranties as to title in Section 2.9 and the
representations and warranties in Sections 2.13, 2.14, and 2.19, which shall
terminate and expire upon expiration of the applicable statute of limitations)
shall terminate and expire 18 months after the Closing Date; PROVIDED, HOWEVER,
that the liability of Seller, any General Partner or any Principal shall not
terminate as to any specific claim or claims of the type referred to in Section
6.2 hereof, whether or not fixed as to liability or liquidated as to amount,
with respect to which Seller, such General Partner or such Principal has been
given specific notice on or prior to the date on which such liabilities would
otherwise terminate pursuant to the terms of this Section 6.1(a) and PROVIDED,
FURTHER, that the termination of any such representation and warranty shall not
affect the ability of Buyer to seek indemnification under Sections 6.2(a)(iii)
or 6.2(b)(iii) below.

SECTION 6.2 OBLIGATION OF SELLER, GENERAL PARTNERS AND PRINCIPALS TO
INDEMNIFY. Subject to the provisions of Section 6.5: (a) Seller and FRE,
jointly and severally, agree to indemnify, defend and hold harmless Buyer (and
its respective directors, officers, employees, Affiliates, successors and
assigns) from and against all Claims, losses, Liabilities, damages,
deficiencies, judgments, settlements, costs of investigation or other expenses
(including interest, penalties and reasonable attorneys' fees and disbursements
and expenses incurred in enforcing this indemnification) (collectively, the
"LOSSES") suffered or incurred by Buyer or any of the foregoing persons arising
out of (i) any breach of the representations and warranties of Seller and FRE
contained in this Agreement or in the Schedules or any Transaction Document;
(ii) any breach of the covenants and agreements of

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Seller or FRE contained in this Agreement or in the Schedules or any Transaction
Document; or (iii) any Retained Liabilities.

(b) R&B agrees to indemnify, defend and hold harmless Buyer (and its
respective directors, officers, employees, Affiliates, successors and assigns)
from and against all Losses suffered or incurred by Buyer or any of the
foregoing persons arising out of (i) any breach of the representations and
warranties of R & B contained in this Agreement or in the Schedules or any
Transaction Document or (ii) any breach of the covenants and agreements of R&B
contained in this Agreement or in the Schedules or any Transaction Document.

(c) Each Shareholder agrees to indemnify, defend and hold harmless
Buyer (and its respective directors, officers, employees, Affiliates, successors
and assigns) from and against all Losses suffered or incurred by Buyer or any of
the foregoing persons arising out of (i) any breach of the representations and
warranties of such Shareholder contained in this Agreement; (ii) any breach of
the representations and warranties of Seller and FRE contained in this Agreement
or in the Schedules or any Transaction Document; or (iii) any Retained
Liabilities, PROVIDED that the obligations of Shareholders to indemnify Buyer in
respect of the Losses specified in clauses (ii) and (iii) above shall be several
and in proportion (which proportion shall be determined based upon 100% of such
Losses in the aggregate) to the Shareholders' respective distributions of
proceeds from FRE in connection with the Contemplated Transactions.

(d) Each Member agrees to indemnify, defend and hold harmless Buyer
(and its respective directors, officers, employees, Affiliates, successors and
assigns) from and against all Losses suffered or incurred by Buyer or any of the
foregoing persons arising out of (i) any breach of the representations and
warranties of such Member contained in this Agreement, or (ii) any breach of the
representations of R&B contained in this Agreement or in the Schedules or any
Transaction Document, PROVIDED that the obligations of the Members to indemnify
Buyer in respect of the Losses specified in clause (ii) above shall be several
and in proportion (which proportion shall be determined based upon 100% of such
Losses in the aggregate) to the Members' respective distributions of proceeds
from R&B in connection with the Contemplated Transactions.

SECTION 6.3 OBLIGATION OF BUYER TO INDEMNIFY. Buyer and Parent agree to
indemnify, defend and hold harmless each of Seller and the General Partners (and
any director, officer, employee, Affiliate or successors and assigns of any
thereof) from and against any Losses suffered or incurred by Seller, either
General Partner or any of the foregoing persons arising out of (i) any breach of
the representations and warranties of Buyer and Parent or of the covenants and
agreements of Buyer and Parent contained in this Agreement or in the Schedules
or any Transaction Documents; or (ii) any Assumed Liabilities.

SECTION 6.4 NOTICE AND OPPORTUNITY TO DEFEND THIRD PARTY CLAIMS. (a)
Promptly after receipt by any party hereto (the "INDEMNITEE") of notice of any
demand,

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claim or circumstance which would or might give rise to a claim or the
commencement (or threatened commencement) of any action, proceeding or
investigation (an "ASSERTED LIABILITY") that may result in a Loss, the
Indemnitee shall give prompt notice thereof (the "CLAIMS NOTICE") to the party
or parties obligated to provide indemnification pursuant to Section 6.2 or 6.3
(collectively, the "INDEMNIFYING PARTY"). The Claims Notice shall describe the
Asserted Liability in reasonable detail and shall indicate the amount
(estimated, if necessary, and to the extent feasible) of the Loss that has been
or may be suffered by the Indemnitee.

(b) The Indemnifying Party may elect to defend, at its own expense
and with its own counsel, any Asserted Liability unless (i) the Asserted
Liability seeks an Order, injunction or other equitable or declaratory relief
against the Indemnitee or (ii) the Indemnitee shall have reasonably concluded
that (x) there is a conflict of interest between the Indemnitee and the
Indemnifying Party in the conduct of such defense or (y) the Indemnitee shall
have one or more defenses not available to the Indemnifying Party. If the
Indemnifying Party elects to defend such Asserted Liability, it shall within
thirty days (or sooner, if the nature of the Asserted Liability so requires)
notify the Indemnitee of its intent to do so, and the Indemnitee shall
cooperate, at the expense of the Indemnifying Party, in the defense of such
Asserted Liability. If the Indemnifying Party elects not to defend the Asserted
Liability, is not permitted to defend the Asserted Liability by reason of the
first sentence of this Section 6.4(b), fails to notify the Indemnitee of its
election as herein provided or contests its obligation to indemnify under this
Agreement with respect to such Asserted Liability, the Indemnitee may pay,
compromise or defend such Asserted Liability at the sole cost and expense of the
Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying
Party nor the Indemnitee may settle or compromise any claim over the reasonable
written objection of the other, PROVIDED that the Indemnitee may settle or
compromise any claim as to which the Indemnifying Party has failed to notify the
Indemnitee of its election under this Section 6.4(b) or as to which the
Indemnifying Party is contesting its indemnification obligations hereunder. In
any event, the Indemnitee and the Indemnifying Party may participate, at their
own expense, in the defense of any Asserted Liability. If the Indemnifying
Party chooses to defend any Asserted Liability, the Indemnitee shall make
available to the Indemnifying Party any books, records or other documents within
its control that are necessary or appropriate for such defense. Any Losses of
any Indemnitee for which indemnification is available hereunder shall be paid
upon written demand therefor.

SECTION 6.5 LIMITS ON INDEMNIFICATION. (a) Buyer's remedies with respect
to Losses specified in Section 6.2 shall be satisfied first by the assertion of
its rights under the Escrow Agreement in respect of the Escrow Funds; PROVIDED,
HOWEVER, that if the aggregate amount of such Losses shall be in excess of the
amount of the Escrow Funds or if such Losses shall arise after termination or
expiration of the Escrow Agreement, then the Seller, FRE, R&B, the Shareholders
and the Members shall be obligated to indemnify Buyer in respect of all Losses
not satisfied by delivery to Buyer of Escrow Funds to the extent provided in
this Article VI.

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(b) In the event that any Order of any Governmental Body shall have
been issued in favor of Buyer (or its assignees) against Seller, FRE, R&B or any
Principal with respect to the indemnification of Buyer's Losses hereunder, Buyer
shall enforce such Order first against Seller or FRE (with respect to Orders
against Seller, FRE or any Shareholder only) or R&B (with respect to Orders
against R&B or any Member only) and then, to the extent Buyer has not received
payment for such Losses from Seller, FRE or R&B, any Shareholder (with respect
to Orders against Seller, FRE or any Shareholder only) or any Member (with
respect to Orders against R&B or any Member only) PROVIDED, HOWEVER, that if
Buyer shall not (after diligent efforts) be able to enforce fully such Order
against Seller, FRE or R&B within 12 months after the date of such Order, Buyer
shall be entitled to enforce such Order against any such Shareholder (with
respect to Orders against Seller, FRE or any Shareholder only) or any Member
(with respect to Orders against R&B or any Member only). Notwithstanding the
foregoing, any Buyer Losses in respect of the sales and use tax dispute
described on SCHEDULE 2.13 shall be fully indemnifiable without regard to the
provisions hereof relating to the Stipulated Amount and, in the event Seller or
Shareholders indemnify Buyer with respect to such Losses, the amount of such
Losses shall not be included in the calculation of the Stipulated Amount.
Notwithstanding anything to the contrary in this Agreement, the Shareholders and
the Members shall be primary obligors together with Seller and the General
Partners and shall not be deemed as sureties or guarantors of the obligations of
Seller or the General Partners pursuant to Article VI, and in furtherance
thereof the Shareholders and Members specifically acknowledge that they are not
entitled to exercise and do hereby waive any rights or defenses available to a
surety or guarantor by reason of Sections 2787-2855 (inclusive) of the
California Civil Code, and any rights or defenses arising out of an election of
remedies by Buyer.

(c) Seller, the General Partners and the Principals shall not be
liable to Buyer for any Loss arising under Section 6.2 above (A) in respect of
any individual Loss of less than $5,000 and (B) unless the aggregate amount of
all such Losses exceeds $50,000 in the aggregate (the "Stipulated Amount"), in
which case Seller shall be liable for the full amount of such Losses in excess
of the Stipulated Amount. Notwithstanding any provision of this Agreement, the
Seller, the General Partners and the Principals shall not be obligated to pay,
in the aggregate, an amount in excess of $2,045,000 pursuant to the provisions
of this Article VI.

SECTION 6.7 EXCLUSIVE REMEDY. Except as otherwise explicitly provided in
this Agreement, the parties agree that the indemnification provisions of this
Article VI shall

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constitute the parties' sole and exclusive remedies in respect of this Agreement
and the Contemplated Transactions (other than Claims in the nature of fraud).

ARTICLE VII

SPECIFIC PERFORMANCE; TERMINATION

SECTION 7.2 TERMINATION. This Agreement may be terminated and the
Contemplated Transactions may be abandoned at any time prior to the Closing:

(a) By mutual written consent of Seller and Buyer;

(b) By Seller if (i) there has been a material misrepresentation or
breach of warranty on the part of Buyer in the representations and warranties
contained herein and such material misrepresentation or breach of warranty, if
curable, is not cured within 30 days after written notice thereof from Seller;
(ii) Buyer has committed a material breach of any covenant imposed upon it
hereunder and fails to cure such breach within 30 days after written notice
thereof from Seller; or (iii) any condition to Seller's obligations hereunder
becomes incapable of fulfillment through no fault of Seller and is not waived by
Seller, PROVIDED that, on the date of termination, the conditions to Buyer's
obligations hereunder specified in Sections 5.3(a), (b), (c), (d), (g) and (i)
(vi) hereof shall have been satisfied, all comparable conditions to the
obligations of Buyer under the Sacramento Agreement shall have been satisfied
and the Seller and the seller under Sacramento Agreement shall be otherwise
ready, willing, and able to proceed with the Closing hereunder and the closing
under the Sacramento Agreement;

(c) By Buyer, if (i) there has been a material misrepresentation or
breach of warranty on the part of Seller, the General Partners or the Principals
in the representations and warranties contained herein and such material
misrepresentation or breach of warranty, if curable, is not cured within 30 days
after written notice thereof from Buyer; (ii) either Seller or either General
Partner has committed a material breach of any covenant imposed upon it
hereunder and fails to cure such breach within 30 days after written notice
thereof from Buyer; or (iii) any condition to Buyer's obligations hereunder
becomes incapable of fulfillment through no fault of Buyer and is not waived by
Buyer, PROVIDED that, on the date of termination, the conditions to Seller's
obligations hereunder specified in Sections 5.2(a) (b) and (d) hereof shall have
been satisfied, all of the comparable conditions

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to the obligations of seller under the Sacramento Agreement shall have been
satisfied and Buyer shall be otherwise ready, willing and able to proceed with
the Closing hereunder and the closing under the Sacramento Agreement;

(e) By either Seller or Buyer if the Closing shall not have occurred
on or prior to November 30, 1996, provided that (i) if so terminated by Seller,
the conditions specified in the proviso of Section 7.2(b) shall have been
satisfied on the date of termination, and the Seller and the seller under the
Sacramento Agreement shall be otherwise ready, willing and able to proceed with
the Closing and the closing under the Sacramento Agreement, or (ii) if so
terminated by Buyer, the conditions specified in the proviso of Section 7.2(c)
shall have been satisfied on the date of termination and the Buyer shall be then
otherwise ready, willing and able to proceed with the Closing and the closing
under the Sacramento Agreement.

SECTION 7.3 EFFECT OF TERMINATION; RIGHT TO PROCEED. Subject to the
provisions of Section 7.1 hereof, in the event that this Agreement shall be
terminated pursuant to Section 7.2, all further obligations of the parties under
the Agreement shall terminate without further liability of any party hereunder
except (i) to the extent that a party has made a material misrepresentation
hereunder or committed a breach of any material covenant and agreement imposed
upon it hereunder; (ii) to the extent that any condition to a party's
obligations hereunder became incapable of fulfillment because of the breach by a
party of its obligations hereunder and (iii) that the agreements contained in
Sections 4.8 and 4.10 shall survive the termination hereof. In the event that a
condition precedent to its obligation is not met, nothing contained herein shall
be deemed to require any party to terminate this Agreement, rather than to waive
such condition precedent and proceed with the Contemplated Transactions.

ARTICLE VIII

MISCELLANEOUS

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(i) If to Buyer or Parent, one copy to:

Premier Parks California Inc.
c/o Premier Parks Inc.
122 East 42nd Street, 49th Floor
New York, New York 10168
Telecopier: (212) 949-6203
Attn: Kieran E. Burke, Chairman and CEO

with a copy to:

Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
Telecopier: (212) 702-5810
Attn: James M. Coughlin, Esq.

(ii) If to Seller, one copy to:

Concord Entertainment Company
c/o Family Recreational Enterprises, Inc.
1600 Exposition Boulevard
Sacramento, California 95815
Telecopier: (916) 924-3587
Attn: David Busch

with a copy to:

Bryan Cave LLP
120 Broadway, Suite 500
Santa Monica, California 90401
Telecopier: (310) 576-2200
Attn: Catherine F. Ratcliffe, Esq.

(iii) If to FRE or the Shareholders, one copy to:

Family Recreational Enterprises, Inc.
Ferrellgas
One Liberty Plaza
Liberty, MO 64068
Telecopier: (816) 792-6979
Attn: Danley Sheldon

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(iv) If to R&B or the Members, one copy to:

R&B Entertainment, LLC
1200 Concord Avenue
Concord, California 94520
Telecopier: (510) 689-1535
Attn: Thomas Terrill

(b) Each such notice or other communication shall be effective (i) if
given by telecopier, when such telecopy is transmitted to the telecopier number
specified in Section 8.1(a) (with confirmation of transmission); or (ii) if
given by any other means, when delivered at the address specified in Section
8.1(a). Any party by notice given in accordance with this Section 8.1 to the
other party may designate another address (or telecopier number) or person for
receipt of notices hereunder. Notices by a party may be given by counsel to
such party.

SECTION 8.3 WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION
OF REMEDIES. This Agreement may be amended, superseded, cancelled, renewed or
extended only by a written instrument signed by Seller and Buyer, PROVIDED that
any amendment to the provisions of Article VI relating to the General Partners
or the Principals shall require the written consent of the General Partners or a
majority in interest of the Principals as the case may be. The provisions
hereof may be waived in writing by the party to be charged therewith. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any such right, power or privilege, nor any single or partial exercise of any
such right, power or privilege, preclude any further exercise thereof or the
exercise of any other such right, power or privilege. Except as otherwise
provided herein, the rights and remedies herein provided are cumulative and are
not exclusive of any rights or remedies that any party may otherwise have at law
or in equity.

SECTION 8.4 GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of California applicable to agreements
made and to be performed entirely within such State, without regard to the
conflict of laws rules thereof.

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express written consent of Buyer (in the case of assignment by Seller, General
Partner or Principal) or Seller (in the case of assignment by Buyer) and any
purported assignment, unless so consented to, shall be void and without effect.
Notwithstanding the foregoing, Buyer and Seller agree that Buyer may cause one
or more Affiliates, subsidiaries or other entities designated by it to carry out
all or part of the Contemplated Transactions to be carried out by Buyer.
Nothing herein express or implied is intended or shall be construed to confer
upon or to give anyone other than the parties hereto and their respective heirs,
legal representatives and successors any rights or benefits under or by reason
of this Agreement and no other party shall have any right to enforce any of the
provisions of this Agreement.

SECTION 8.6 EXHIBITS. All Exhibits and Schedules attached hereto are
hereby incorporated by reference into, and made a part of, this Agreement.

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ARTICLE IX

DEFINITIONS

SECTION 9.1 DEFINITIONS. (a) The following terms, as used herein, have
the following meanings:

"AFFILIATE" of any person means any other person directly or indirectly
through one or more intermediary persons, controlling, controlled by or under
common control with such person.

"AGREEMENT" or "THIS AGREEMENT" shall mean, and the words "HEREIN",
"HEREOF" and "HEREUNDER" and words of similar import shall refer to, this
agreement as it from time to time may be amended.

"AGREEMENT OF GENERAL PARTNERSHIP" shall mean the Joint Venture Agreement
of Concord Entertainment Company, a California general partnership, dated as of
September 28, 1994.

"CODE" shall mean the Internal Revenue Code of 1986, as amended.

"DEBT" shall mean (i) money borrowed by or on behalf of Seller from any
person; (ii) any indebtedness of Seller arising under leases required to be
capitalized under

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GAAP or evidenced by a note, bond, debenture or similar instrument; (iii) any
indebtedness of Seller arising under purchase money obligations or representing
the deferred purchase price of property and services (other than current trade
payables incurred in the ordinary course of the Business); and (iv) any
Liability of Seller under any guaranty, letter of credit, performance credit or
other agreement having the effect of assuring a creditor against loss.

"DEFERRED COMPENSATION LIABILITIES" shall mean all payments required to be
made by Seller or any of the General Partners under any Employee Benefit Plan.

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

"HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"INVENTORY" shall mean, as of any date, collectively, all inventories of
prize materials, food, beverages (alcoholic and nonalcoholic), merchandise, and
other products owned by or on behalf of Seller and held for resale or for
distribution, together with

-42-
<PAGE>

packaging and samples thereof, operating supplies and spare or maintenance parts
owned by Seller as of such date.

"IRS" shall mean the Internal Revenue Service.

"LEASE" shall mean the ground lease between the City of Concord and Seller,
dated September 28, 1994.

"RELEASE" shall mean the intentional or unintentional, spilling, leaking,
disposing, discharging or disturbance of, or emitting, depositing, injecting,
leaching, escaping, or any other release or threatened release to or from,
however defined, any Hazardous Substance in violation of any Environmental Law.

"REPORTABLE EVENT" shall mean any of the events described in Section
4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA.

-43-
<PAGE>

"TAX" (including, with correlative meaning, the terms "TAXES" and
"TAXABLE") shall mean (i) any net income, gross income, gross receipts, sales,
use, ad valorem, transfer, transfer gains, franchise, profits, license,
withholding, payroll, employment, excise, severance, stamp, rent, recording,
occupation, premium, real or personal property, intangibles, environmental or
windfall profits tax, alternative or add-on minimum tax, customs duty or other
tax, fee, duty, levy, impost, assessment or charge of any kind whatsoever
(including but not limited to taxes assessed to real property and water and
sewer rents relating thereto), together with any interest and any penalty,
addition to tax or additional amount imposed by any Governmental Body (domestic
or foreign) (a "TAX AUTHORITY") responsible for the imposition of any such tax,
with respect to Seller, the Business or the Assets (or the transfer thereof);
(ii) any liability for the payment of any amount of the type described in the
immediately preceding clause (i) as a result of Seller being a member of an
affiliated or combined group with any other corporation at any time on or prior
to the Closing Date; and (iii) any liability of Seller for the payment of any
amounts of the type described in the immediately preceding clause (i) as a
result of a contractual obligation to indemnify any other person.

"TAX RETURN" shall mean any return or report (including elections,
declarations, disclosures, schedules, estimates and information returns)
required to be supplied to any Tax Authority.

(b) The following terms are defined in the following sections of this
Agreement:

Term Section
- ---- -------

Annual Statements 2.5(a)
Applications 4.13
Asserted Liability 6.4(a)
Assets 1.1(a)
Assumed Liabilities 1.2(a)
Assumption Agreement 5.2(e)
Bill of Sale 5.3(l)
Business Recital
Buyer Recital
Buyer Required Consents 3.2
Claims 2.12
Claims Notice 6.4(a)
Closing 1.5
Closing Date 1.5
Concord 2.3
Concord Agreement 5.3(e)

44-
<PAGE>

Condition of the Business 2.8
Contemplated Transactions 2.1
Employee Benefit Plan 2.14(a)
Environmental Liabilities 1.2(b)
Equipment 1.1(a)
ERISA Affiliate 2.14(a)
ERISA Plan 2.14(a)
Escrow Agent 1.3(b)
Escrow Agreement 1.3(b)
Escrow Funds 1.3(b)
Excluded Assets 1.1(b)
FRE Recital
General Partners Recital
Governmental Bodies 2.17
Improvements 1.1(a)
Indemnifying Party 6.4(a)
Indemnitee 6.4(a)
Insurance Policies 2.16
Intellectual Property Rights 1.1(a)
Interim Statements 2.5(a)
Land 1.1(a)
Latest Balance Sheet 2.6
Latest Balance Sheet Date 2.6
Laws 2.17
Lease Documents 5.3(i)(vi)
Losses 6.2
Management Agreement 5.3(h)
1996 Bonus 4.12(c)
Orders 2.17
Park Recital
Partnership Release 5.3
Percentage Rent 1.2(b)
Permits 1.1(a)
Permitted Liens 2.9(a)
Prepaid Deposits 1.1(a)
Principals Recital
Purchase Price 1.3(a)
R&B Recital
Real Property 1.1(a)
Receivables 4.14
Representatives 4.2
Retained Liabilities 1.2(b)
Sacramento Agreement 5.3
Seller Recital
Seller Required Consents 2.2
Shareholders Recital
Term 4.9
Territory 4.9(a)
Transferred Contracts 1.1(a)
Transferred Employees 4.12(a)

-45-
<PAGE>

-46-
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Asset Purchase
Agreement as of the date set forth above.

PREMIER PARKS ACQUISITION CORP.

By:
--------------------------------
Kieran E. Burke
Chairman of the Board and
Chief Executive Officer

PREMIER PARKS INC.

By:
--------------------------------
Kieran E. Burke
Chairman of the Board and
Chief Executive Officer

CONCORD ENTERTAINMENT COMPANY

By:FRE, INC. (FAMILY RECREATIONAL
ENTERPRISES, INC.), general partner

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

By:R&B ENTERTAINMENT LLC,
general partner

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

-47-
<PAGE>

FRE, INC. (FAMILY RECREATIONAL
ENTERPRISES, INC.)

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

R&B ENTERTAINMENT LLC

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

SHAREHOLDERS:

THE JAMES E. FERRELL REVOCABLE
TRUST

By:
--------------------------------
James E. Ferrell, Trustee

THE DAVID AND JULIE BUSCH TRUST

By:
--------------------------------
Name:
Title: Trustee

--------------------------------
David L. Blosser

--------------------------------
John L. Hinsey

-48-
<PAGE>

--------------------------------
William T. Criner

--------------------------------
Bradley A. Cochennet

--------------------------------
Donald R. Busch

--------------------------------
Tom Finholm

MEMBERS:

THE BROWN FAMILY TRUST

By:
-----------------------------
David A. Brown, Trustee

R&B PROPERTIES, INC.

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

TKT DEVELOPMENT GROUP, L.P.

By: , general partner
---------------------

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

-49-
<PAGE>

--------------------------------
Daniel R. Gray

--------------------------------
Peter M. Reynolds

--------------------------------
Douglas C. Malby

--------------------------------
Charles A. Pearson

-50-

<PAGE>

Exhibit 10(u)

CONSULTING AND NON-COMPETITION AGREEMENT

This Agreement is made as of October 30, 1996, by and between Arnold S.
("Sandy") Gurtler ("Gurtler") and Premier Parks Inc. (which, together with any
entity owned by it that owns and operates the Elitch Gardens Amusement Park in
the Central Platte Valley, Denver, Colorado (the "Park"), is hereafter
"Premier").

WHEREAS, Premier is acquiring the Park pursuant to the terms of that
certain Asset Purchase Agreement (as amended, the "Purchase Agreement") dated as
of September 23, 1996, by and between Premier as buyer and Elitch Gardens
Company ("Elitch's"), as seller, by the terms of which Gurtler, indirectly
through a corporation in which he has a significant ownership interest, receives
substantial benefit; and

WHEREAS, Gurtler's past ownership of the predecessor to the Park and his
experience as the chief executive officer of the company that has been the
general partner of Elitch's as it developed and operated the Park, have made
Gurtler uniquely qualified to provide consulting services to Premier; and

WHEREAS, for the foregoing reasons, Premier has required as a condition
precedent to acquiring the Park that Gurtler enter into this Agreement, which
Gurtler has agreed to do;

NOW, THEREFORE, in consideration of the Purchase Agreement and the closing
of the transactions contemplated thereby, and for $10.00 in hand paid and other
good and valuable consideration, the receipt and adequacy of which the parties
hereby acknowledge, it is agreed as follows:

1. CONSULTING SERVICES. For a period of twelve (12) months following the
date hereof, Gurtler will be available by telephone for consultation with
Premier about matters relating to the transition of ownership of the Park from
Elitch's to Premier. Gurtler agrees to make himself reasonably available for
such purpose. Premier agrees to use reasonable efforts to schedule such
consultation in advance for a time mutually convenient to itself and Gurtler,
and to limit the amount of consulting time as reasonably necessary to address
the particular transition issue.

2. COMMUNITY RELATIONS. For a period of twelve (12) months following the
date hereof, Gurtler will be available on reasonable advance notice, to consult
with Premier about Denver-area community relations matters affecting the Park.
Gurtler is willing, during such period, to represent Premier at events and with
the media to the Denver-area community, provided that Gurtler's views are not
inconsistent with those he is asked to represent.

3. COVENANT NOT-TO-COMPETE. During the period commencing on the date
hereof and ending five years thereafter (the "TERM"):

a. In order to preserve the value of the Park being acquired by
Premier, Gurtler agrees that he will not, directly or indirectly, as a
partner, officer, employee,

<PAGE>

director, stockholder, proprietor, consultant, representative, agent or
otherwise become or be interested in, or associate with or render assistance
to, any person when engaged in the ownership, operation and/or management of an
amusement park, theme park, water park, video arcade or family amusement or
entertainment center located within the Territory. The foregoing provisions are
not intended to include sporting facilities such as arenas, ski areas or fishing
or hunting preserves or facilities that have as their primary source of revenue
sales of food, beverages, items at retail, and arts entertainment or educational
facilities such as movie theaters, stage theaters, museums and aquariums. The
foregoing provisions also shall not prohibit the ownership by any such person of
not more than two percent (2%) or any class of outstanding equity securities
listed for trading on a national securities exchange or publicly traded in the
over-the-counter market which engages in any of such businesses. For the
purposes of this Agreement, "Territory" shall mean any area within a 250 mile
radius of the Park.

b. Gurtler agrees that he will not, directly or indirectly, during the
Term, for his own benefit or for the benefit of any other person solicit the
professional services of any full-time permanent employee or exclusive agent or
exclusive consultant of Premier or any Affiliate (as defined in the Purchase
Agreement) of Premier or otherwise interfere with the relationship between
Premier or any Affiliate and any of such persons.

c. Gurtler will not, directly or indirectly, use, disclose or make
available to anyone (other than Premier) any confidential information concerning
the ownership and/or operation of the Park ( the "Confidential Information"),
except as required by law. The Confidential Information includes to the extent
that such information is not generally known in the amusement park industry,
without limitation, the business practices, financial information, customer and
prospective customers names, leads and account information, suppliers and
prospective suppliers names, mailing lists, computer programs, advertising
campaigns (including, without limitation, displays, drawings, memoranda,
designs, styles or devices); employee names, compensation and benefit
information of Elitch's pertaining to the Park.

d. The parties agree that a violation of the foregoing agreements not to
compete or disclose, or any provision thereof, will cause irreparable damage to
Premier, and Premier shall be entitled (without any requirement of posting a
bond or other security), in addition to any other rights and remedies which it
may have, at law or inequity, to an injunction enjoining and restraining Gurtler
from doing or continuing to do any such act or any other violations or
threatened violations of this paragraph 3.

e. If one or more of the provisions contained in this paragraph 3 (or any
portion of any such provision) shall for any reason be finally held by a court
of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this

-2-

<PAGE>

paragraph (or any portion of any such provision), but this paragraph 3
shall be construed as if such invalid, illegal or unenforceable provision
(or portion thereof) had not been contained in this Agreement. If, for any
reason, any of the restrictions or covenants contained in this paragraph 3
is finally held by a court of competent jurisdiction to cover a geographic
area or to be for a length of time that is not permitted by applicable law,
or in any way construed to be too broad or to any extent invalid, such
provision shall not be determined to be null, void or of no effect, but to
the extent it is or would be valid or enforceable under applicable law, it
shall be construed and interpreted to provide for a covenant having the
maximum enforceable geographic area, time period and other provisions (not
greater than those contained in this paragraph 3) as shall be valid and
enforceable under such applicable law.

4. EXPENSES AND COMPENSATION. Premier shall advance or reimburse, upon
the production of receipts and vouchers in form and substance consistent with
Premier's standard policies, all Gurtler's direct out-of-pocket expenses
incurred in connection with his activities pursuant to this Agreement, including
without limitation for long-distance telephone, travel, and entertainment and
events costs (consistent with a budget, if any, mutually agreed in advance
between Gurtler and Premier). In addition, for his services during the first 12
months after the date hereof, Premier shall pay to Gurtler compensation of
$100.00 per month, payable in advance.

5. RELATIONSHIP. This Agreement is not for employment, and shall not be
construed to be a contract that creates the relationship of employer-employee,
partner, joint venturer, or otherwise than that Gurtler is an independent
contractor of and consultant to Premier as set forth above. Gurtler
acknowledges that nothing in this Agreement shall entitle him or his family to
any employee benefits from Premier.

6. BENEFIT. This Agreement shall inure to the benefit of the parties
hereto, their heirs, legal representatives, successors and assigns, provided,
however, that neither Gurtler nor Premier may assign rights under this Agreement
without the prior written consent of the other party.

7. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Colorado.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

/s/ Sandy Gurtler
---------------------------------
Arnold S. (Sandy) Gurtler

-3-

<PAGE>

PREMIER PARKS INC., for itself and any
entity now or hereafter owned by it that
is the owner and operator of the Park

By: /s/ Kieran E. Burke
------------------------------------
Kieran E. Burke, Chairman of the
Board and Chief Executive Officer

-4-

<PAGE>

Exhibit 10(v)

[Letterhead]

October 30, 1996

Ascent Entertainment Group, Inc.
1200 Seventeenth Street
Denver, Colorado 80202

Gentlemen:

REFERENCE IS MADE TO THE ASSET PURCHASE AGREEMENT (THE "Asset Purchase
Agreement") DATED AS OF SEPTEMBER 23, 1996, BY AND AMONG PREMIER PARKS
Acquisition Corp. (together with its assignee thereunder, "Buyer"), Premier
Parks Inc. ("Premier"), Elitch Gardens Company, Chilcott Entertainment Corp. and
Hensel Phelps Construction Co. References to "you" or "your" shall mean Ascent
Entertainment Group, Inc. ("Ascent"), together with its controlled affiliates.
All capitalized terms used but not otherwise defined herein shall have the
meaning ascribed to them in the Asset Purchase Agreement.

In order to provide an essential inducement to Premier to consummate
the transactions contemplated by the Asset Purchase Agreement (to which Ascent
is not a party and with respect to which it has no obligations thereunder) and
for other good and valuable consideration (including, without limitation,
Buyer's's assumption of the Ascent Agreement), the receipt of which is hereby
acknowledged, you hereby agree as follows:

During the period commencing on the Closing Date and ending five years
thereafter (the "Term"):

(a) In order to preserve the value of the Assets being sold to Buyer,
you agree that you will not, directly or indirectly, as a stockholder, partner,
joint venturer, proprietor, consultant, representative or agent become or be
interested in any person or entity engaged in the ownership, operation and/or
management of any amusement park, theme park, water park or family amusement or
entertainment center (collectively the "Parks") located within the Territory.
The foregoing provisions are not intended to apply to sporting facilities such
as arenas, ski areas or fishing or hunting preserves or facilities that have as
their primary source of revenue sales of food, beverages, items at retail, and
arts entertainment or educational facilities such as movie theaters, stage
theaters, museums and aquariums or any activity (other than the ownership or
operation of thrill rides or other rides customarily found in Parks) which is
complementary to, and part of, any sporting facility or restaurant such as video
games or interactive sport games. The foregoing provisions also shall not
prohibit the ownership by you of not more

<PAGE>

Ascent Entertainment Group, Inc.
October 30, 1996
Page 2

than five percent (5%) of any class of outstanding equity of any entity
which engages in any of such businesses. For the purposes of this letter,
"TERRITORY" shall mean any area within a 250 mile radius of the Park.

(b) You agree that you will not, directly or indirectly, during
the Term, for your own benefit or for the benefit of any other person solicit
the professional services of any employee or exclusive agent or exclusive
consultant of Premier or any Affiliate or Premier or a otherwise interfere
with the relationship between Premier or any Affiliate and any of such
persons. Notwithstanding the preceding sentence, you shall be entitled to
hire or engage any such party who responds to a general solicitation to the
public with respect to services to be provided to Ascent.

(c) Prior to the Closing Date, you have not outside of the
ordinary course of Seller's Business, and after the Closing, you will not,
directly or indirectly, use disclose or make available to anyone (other than
Premier and Buyer) any confidential information concerning the ownership
and/or operation of the Park (the "Confidential Information"), except as
required by Law. The Confidential Information includes, without limitation,
the business practices, financial information, customer and prospective
customers names, leads and account information, suppliers and prospective
suppliers names, mailing lists, computer programs, advertising campaigns
(including, without limitation, displays, drawings, memoranda, designs,
styles or devices), employee names, compensation and benefit information of
Seller pertaining to the Park, provided, however, that Confidential
Information shall not include information which you can demonstrate (i) was
hereafter provided to you by any party other than Premier or any of its
subsidiaries, provided that such information is not known by you to be
subject to another confidentiality agreement or other obligation of secrecy;
or (ii) was or becomes generally available to the public other than as a
result of a disclosure by you, your affiliates or Representatives.

(d) You agree that an actual and demonstrable violation of the
foregoing agreements not to compete or disclose, or any provision thereof,
would cause irreparable damage to Buyer, and Buyer shall be entitled (without
any requirement of posting a bond or other security), in addition to any other
rights and remedies which it may have, at law or in equity, to an injunction
enjoining and retraining you from doing or continuing to do any such act or
any threatened violations of this paragraph.

(e) If one or more of the provisions contained in this letter
agreement (the "Agreement") (or any portion of any such provision) shall for
any reason be finally held by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision of this Agreement
(or any portion of any such provision), but this Agreement shall be construed
as if such invalid, illegal or unenforceable provision (or portion thereof)
had not been contained in this Agreement. If, for any reason, any of the
restrictions or covenants

<PAGE>

Ascent Entertainment Group, Inc.
October 30, 1996
Page 3

contained in this Agreement is finally held by a court of competent jurisdiction
to cover a geographic area or to be for a length of time that is not permitted
by applicable Law, or in any way construed to be too broad or to any extent
invalid, such provision shall not be determined to be null, void or of no
effect, but to the extent it is or would be valid or enforceable under
applicable Law, it shall be construed and interpreted to provide for a covenant
having the maximum enforceable geographic area, time period and other provisions
(not greater than those contained in this Section) as shall be valid and
enforceable under such applicable Law.

PREMIER PARKS INC.

By: /s/ James F. Dannhauser
---------------------------
Name: James F. Dannhauser
Title: Chief Financial Officer

ACCEPTED AND AGREED

ASCENT ENTERTAINMENT GROUP, INC.

By: /s/ James A. Cronin, III
--------------------------------
Name: James A. Cronin, III
Title: Executive Vice President, Finance and
Chief Operating Officer

<PAGE>
EXHIBIT 11

INCOME PER SHARE CALCULATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
PRIMARY INCOME (LOSS) PER SHARE 1993 1994 1995 1995 1996
---------- ---------- ----------- ---------- ----------
Net income (loss).............................. $1,354,000 $ 102,000 $(1,185,000) $3,816,000 $10,512,000
<S> <C> <C> <C> <C> <C>
Preferred stock dividend....................... -- -- 529,000 176,000 603,000
---------- ---------- ----------- ---------- ----------
Net income (loss) applicable to common stock... 1,354,000 102,000 (1,714,000) 3,640,000 9,909,000
Weighted average common shares outstanding..... 2,655,000 2,810,000 3,938,000 3,622,000 7,676,000
---------- ---------- ----------- ---------- ----------
Primary earnings per common share.............. $ 0.51 $ 0.04 $ (0.44) $ 1.00 $ 1.29
---------- ---------- ----------- ---------- ----------
---------- ---------- ----------- ---------- ----------

ADDITIONAL PRIMARY CALCULATION
Net income (loss) applicable to common stock... $1,354,000 $ 102,000 $(1,714,000) $3,640,000 $9,909,000
Weighted average common shares outstanding..... 2,655,000 2,810,000 3,938,000 3,622,000 7,676,000
Add dilutive effect of outstanding stock
options (as determined by using the treasury
stock method)................................ -- -- -- -- 303,000
---------- ---------- ----------- ---------- ----------
Weighted average common shares outstanding, as
adjusted..................................... 2,655,000 2,810,000 3,938,000 3,622,000 7,979,000
---------- ---------- ----------- ---------- ----------
Net income (loss) applicable to common stock
per share, as adjusted....................... $ 0.51 $ 0.04 $ (0.44) $ 1.00 $ 1.24
---------- ---------- ----------- ---------- ----------
---------- ---------- ----------- ---------- ----------

FULLY DILUTED INCOME (LOSS) PER SHARE
Net income (loss).............................. $1,354,000 $ 102,000 $(1,185,000) $3,816,000 $10,512,000
Decrease in interest expense from assumed
conversion of debentures, net of tax
effect....................................... 166,000 399,000 250,000 250,000 --
---------- ---------- ----------- ---------- ----------
Net income (loss), as adjusted................. $1,520,000 $ 501,000 $ (935,000) $4,066,000 $10,512,000
Weighted average common shares outstanding..... 2,655,000 2,810,000 3,938,000 3,622,000 7,676,000
Add dilutive effect of outstanding stock
options (as determined by using the treasury
stock method)................................ -- -- -- -- 334,000
Add weighted average of additional shares
issued from conversion of debentures......... 467,00 1,120,000 700,000 980,000 --
Add weighted average of additional shares
issued from conversion of preferred stock.... -- -- 903,000 404,000 1,429,000
---------- ---------- ----------- ---------- ----------
Weighted average common shares outstanding, as
adjusted..................................... 3,122,000 3,930,000 5,541,000 5,006,000 9,439,000
---------- ---------- ----------- ---------- ----------
Fully diluted income (loss) per common share... $ 0.49 $ 0.13 $ (0.17) $ 0.81 $ 1.11
---------- ---------- ----------- ---------- ----------
---------- ---------- ----------- ---------- ----------
</TABLE>

The fully diluted computation is submitted as an exhibit to the Company's
Registration Statement on Form S-2 in accordance with Regulation S-K item 601
(b)(11), although presenting the computation is not in accordance with paragraph
30 of APB Opinion 15 because the computation produces an antidilutive result.

The capital structure that was in place prior to the 1996 one-for-five
reverse stock split did not result in calculated dilution per share for 1993, as
both the primary and fully diluted calculations resulted in the same amount
($.10) per share. Fully diluted income (loss) per common share, as calculated
above and based upon the 1996 capital structure, is not presented in the
accompanying financial statements as the dilution per share is immaterial to the
reported income per share of 1993, and the indebtedness creating the 1993
dilution was converted into common stock in 1995 and thus has no future
continuing impact on income applicable to common shareholders.

<PAGE>
EXHIBIT 23(B)

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Premier Parks Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
November 19, 1996

<PAGE>
EXHIBIT 23(C)

INDEPENDENT AUDITORS' CONSENT

The Boards of Directors
Storytown USA, Inc.
Fantasy Rides, Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
November 19, 1996

<PAGE>
EXHIBIT 23(d)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 25, 1995, except for Note 13 as to which the
date is August 29, 1995 with respect to the consolidated financial statements of
Funtime Parks, Inc. included in the Registration Statement (Form S-2 No.
333- ) and related Prospectus of Premier Parks Inc. for the registration of
4,600,000 shares of its Common Stock.

- ------------------------------
ERNST & YOUNG
LLP

Akron, Ohio
November 21, 1996

<PAGE>
EXHIBIT 23(e)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 16, 1996, with respect to the financial
statements of Elitch Gardens Company included in the Registration Statement
(Form S-2) and related Prospectus of Premier Parks Inc. for the registration of
4,600,000 shares of its common stock.

Denver, Colorado
November 21, 1996

ERNST & YOUNG LLP

<PAGE>
EXHIBIT 23(F)

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
FRE, Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

Nelson & Company

Gold River, California
November 18, 1996

<PAGE>
EXHIBIT 23(G)

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Concord Entertainment Company:

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.

Nelson & Company

Gold River, California

November 18, 1996