Palace Entertainment, Subsidiaries and Affiliates
Code of Ethical Standards, Business Practices and Conduct

January 8, 2007

I. INTRODUCTION

Palace Entertainment (hereinafter named the ‘Company’) has prepared the following Code of Ethical Standards, Business Practices and Conduct (hereinafter named ‘Code of Ethics’) to reaffirm the policies and business practices that apply throughout the Company, its subsidiaries, and affiliates. Every officer, Vice President, Director, Manager, and Employee of the Company has an obligation to abide by this Code of Ethics. This Code of Ethics reaffirms the Company’s commitment to the highest levels of business and ethical practices. The Company requires its Employees to exhibit a high degree of personal and professional integrity at all times and to exercise sound and independent business judgment. The Code of Ethics serves to remind each Employee of the business practices and conduct that is required at all locations throughout the Company.

II. ETHICS REVIEW OFFICER

To ensure that Employees fully understand the Code of Ethics as presented, and have an opportunity to discuss any issues and concerns that may arise from the Code, the Company has designated a Company Ethics Review Officer at the corporate office. The Company Ethics Review Officer is Randy McMahon, Director of Security & Loss Prevention. The Company Ethics Review Officer will consult on specific issues and on matters of policy with Todd Wulffson, Vice President and General Counsel. They can be reached at (949) 261-0404.

III. GENERAL BUSINESS GUIDELINES

A. Compliance with Laws: Employees of the Company shall conduct their business affairs in accordance with the applicable laws of the United States and other governmental jurisdictions in which the Company does business and shall observe the highest standards of business ethics. The use of Company funds, services, or assets for any unlawful or improper purpose is strictly prohibited. No individual shall engage in the practice of purchasing privileges or special benefits on behalf of the Company through the payment of bribes, gratuities, or other forms of payoff. No Employees shall accept payments, or other benefits from any party in violation of any law or in violation of this Code of Ethics.

B. Payments to Government Personnel: No payment shall be made directly or indirectly to influence or obtain favorable action by a government agency, anyone in public office, or any candidate for public office. This policy is not intended to limit the Company’s normal promotional activity (such as distribution of tickets to local officials, hosting a function for local officials or buying a table at a fund raising function) or to prohibit limited political contributions (such as attending political fund raisers). However, in cases of promotional activity or political contributions, care should be exercised so that no action by a Company Employee is perceived as an attempt to influence government decisions in matters affecting the Company. Each Employee is required to obtain approval from the Ethics Review Officer in advance of any significant promotional activity and/or political contributions. Any personal contribution to any political candidate, party, or organization shall not be represented as a contribution from the Company.

C. Commercial Bribery: No Employee or agent of the Company shall engage in soliciting, receiving, or accepting, directly or indirectly, any bribe, kickback, or other payment or benefit from any Employee or agent of any current or prospective Company vendor, supplier, landlord, lessee, competitor, or other person or entity in respect to any matter related to the Company (each, hereafter referred to as ‘Vendor/Supplier’).

IV. PROFESSIONAL CONDUCT

A. Dealings with Park Vendors/Suppliers

1. Solicitation/ Acceptance of Gifts: Solicitation of gifts, favors or the like (‘Gifts’) from Vendors/Suppliers or from any other persons who may, in the future, do business with the Company is prohibited. Acceptance of a Gift from any such person is permitted; provided that both the Gift has a retail value of less than $100.00 and it is received at the Company location. Notwithstanding the foregoing, money may not be accepted as a Gift and a Gift may not be accepted if in the calendar year in which the Gift is made, the Employee has received Gifts with an aggregate retail value in excess of $250.00 from all such persons. The Ethics Review Officer must approve any exceptions to this policy in advance, in writing. Gifts include merchandise, services, lavish or unusual entertainment, travel, use of real property, and other tangible items. If Gifts above the threshold level are received, it is the Employee’s obligation and responsibility to inform the Ethics Review Officer in writing of such Gifts. The Ethics Review Officer in consultation with the Vice President and General Counsel shall determine the disposition of such Gifts.

2. Entertainment: Acceptance of reasonable entertainment (e.g., business lunches/dinners) in accordance with customary practice is permitted, but in no event should an Employee accept travel or vacation arrangements or similar favors. Attending sporting or theatrical events or having business lunches/dinners involves an acceptable and normal business practice if kept within the retail value limits as set forth previously in IV.A.1 above.

3. Selection of Vendors/Suppliers: Whenever practicable, Vendors/Suppliers shall be selected by fair and open competitive bids. The selection of a Vendor/Supplier must be based on quality, need, performance, and cost. In dealing with Vendors/Suppliers, it is the responsibility of all Employees to promote the best opportunities and obtain the fairest terms and treatment for the Company.

4. Improper Influence: Gifts or entertainment provided by Vendors/Suppliers shall not be accepted in exchange for Company resources and/or Park tickets except for customary barter transactions that are approved by a Vice President. No Gifts or entertainment shall be accepted with the understanding that the provider shall receive or continue to receive business from the Company. Vendors/Suppliers shall not be selected based upon the Gift giving and/or entertainment practices of the Vendor/Supplier.

B. Conflicts of Interest

1. Definition: A conflict of interest exists in any situation in which the Company has an interest and the interest (personal or financial) of an Employee is or may also be involved. A conflict of interest is deemed to exist whenever an Employee is in a position, as a result of the nature or responsibilities of his or her employment with the Company, to further any personal or financial interest of the Employee or a member of the Employee’s family. Any situation, which may be construed to be a conflict of interest, should be avoided. If an Employee believes he/she or another Employee is involved in a conflict of interest or even a potential conflict of interest, or is about to become involved in the same, the Employee must consult with the location General Manager, and they will have the authority to approve or disapprove of any such conflict of interest or potential conflict of interest.

2. Examples: Set forth below are four areas where conflicts of interest may arise, although these examples do not exhaust the list of possible conflicts of interest.

a) Outside Business Activities/Interests: Acting as a director, officer, consultant, agent, and Employee or in some other capacity for a person or firm with whom the Company does business or with any competitor of the Company would constitute a conflict of interest. Family businesses or other businesses in which an Employee participates as an owner, a partner, director, officer, Employee, consultant, or shareholder and which may create a conflict of interest and/or may interfere with the Employee’s duties with the Company, must be disclosed in writing to the Ethics Review Officer. The Ethics Review Officer shall determine, after consulting with the Employee’s General Manager, whether or not an outside business activity or interest creates a conflict of interest, and/or interferes with the Employee’s job. Under no circumstances shall an Employee cause the Company to do business:

i. With any business in which the Employee or a member of the Employee’s family is involved; or

ii. With another person or business with which the Employee directly or indirectly does business (e.g., a Vendor/Supplier that sells products/services to the Park and also sells products/services to the Employee or to another business in which the Employee has interest);

Unless all facts are disclosed to the Ethics Review Officer, and both the Employee’s General Manager and the Company’s Ethics Review Officer approve such business transactions. The fact that the products/services to be provided to the Company by the business in which the Employee or the Employee’s family has an interest are to be provided at a lower cost than otherwise available, shall not by itself be a sufficient reason for approving the transaction. The Employee’s General Manager and the Company’s Ethics Review Officer shall consider the possible appearance of favoritism, potential for conflict and likelihood of discouraging other services/product providers in the future before deciding to approve the transaction.

b) Investing in Vendors/Suppliers: No Employee shall invest in any security (stocks, bonds, options, short sales, etc.) or lend money or otherwise invest in a Vendor/Supplier, its parent Company, or any subsidiaries, unless the aggregate amount invested constitutes not more than one percent (1%) of the outstanding debt or equity of the Vendor/Supplier.

Employees shall report in writing to the Ethics Review Officer any current investments in Vendors/Suppliers exceeding the above thresholds. The Ethics Review Officer will decide, after consultation with the Employee’s General Manager, on an appropriate course of action, not excluding the possibility of disposing of such investments. For the purposes of this paragraph, the terms ‘invest’ or ‘investment’ includes any investment personally owned or beneficially owned by family members, nominees, or others where the effect is that the individual Employee derives any benefit from such investment.

c) Buying Merchandise and Other Tangible Property or Obtaining Services from Vendors/Suppliers for Personal Use: Employees may not purchase for their use or another’s personal use, products/services from Vendors/Suppliers at a price which is less than the normal price at which such product/service is sold by the Vendor/Supplier to persons not affiliated with customers of the Vendor/Supplier without the prior written consent of the Ethics Review Officer. The Ethics Review Officer shall consider whether the Employee should receive the discount, or whether the discount instead could, and therefore should, be paid to the Company. The Ethics Review Officer shall keep a record with full details of any such transaction for which approval is given to ensure such purchases are not disguised gifts.

d) Outside Employment: Outside employment may create a conflict of interest and/or may interfere with the Employee’s duties to the Company. All Employees should be sensitive to the potential for conflict and/or interference if they accept outside employment. Any questions about whether outside employment may interfere with an Employee’s duties or create a conflict should be directed to the General Manager or to the Ethics Review Officer. An Employee who is a Manager or above should not have any other employment or business interests which requires the Employee’s involvement more than six hours per week on a regular basis. The position of such an Employee with the Company represents a full-time commitment to the Company. Accordingly, no such outside employment or business involvement is permitted without the prior written approval of both the Employee’s General Manager and the Company’s Ethics Review Officer.

C. Consultants: Before retaining a consultant on behalf of the Company or a Park, consideration should be given to whether competitive bids from prospective consultants should be solicited. Agreements by the Company with consultants, agents, and representatives shall clearly set forth the actual services to be performed, the basis for earning the fee involved and all other terms and conditions. Payments must be reasonable in amount and bear a reasonable relationship to the value of the services rendered. No Employee shall knowingly permit such consultants, agents and representatives to take actions on behalf of the Company that would be in violation of this Code of Ethics.

D. Competition: The Company believes in fair and open competition. All Employees are prohibited from entering into arrangements with competitors affecting pricing, marketing, or labor policies.

E. Accurate Records: All assets, liabilities, expenses and transactions shall be recorded in the Company’s regular books of account in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied. No undisclosed or unrecorded fund or asset of the Company, its subsidiaries, or affiliates shall be established or maintained for any purpose. Documentation of all business transactions shall describe the pertinent events. No false or artificial entries shall be made in the books and records of the Company for any reason. No payment shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the document supporting the payment.

F. Conduct Outside the Parks: Each Employee of the Company is expected to adhere to acceptable ethical principles in matters of personal conduct and to exhibit a high degree of personal integrity at all times. This demands that Employees refrain from any behavior that might reasonably be viewed as reflecting negatively on the Company and its business activities, even during times when they are not at work.

V. SPECIAL LIMITS ON EMPLOYEES

A. Independent Contractors: Employees shall not be hired, retained or used as an independent contractor by the Company without the prior written approval of both the Employee’s General Manager and the Company’s Ethics Review Officer. Employees whose services are needed beyond the scope or time of employment should be used on an overtime or equivalent basis.

B. Employment of Relatives/Significant Others: The Company discourages hiring as full-time Employees, relatives/significant others of current full-time Employees, and expressly prohibits the employment of relatives in the situations described below:

1. Relatives/Significant Others may not be employed within the same department.

2. Individuals may not be hired/transferred to work in the same division as a relative/significant other.

3. Individuals may not be employed within another relative’s/significant other’s “span of control” such that work responsibilities, salary or other career progress could be directly influenced by the relative/significant other. For example: No relative of a Director of Operations could work in the Director’s division.

4. Relatives/Significant Others may not be employed in positions that the Company believes will involve a potential conflict of interest. For example: a Manager, purchasing for the warehouse, and his/her relative/significant other is a warehouse clerk.

In a situation where two Employees marry so as to give rise to a violation of this policy, the Company will, in its sole discretion, undertake efforts to find another suitable position for one of the Employees. In the event the Company is unable to find a suitable position, one of such Employees must resign. Every Employee is responsible for advising the Company of any change in his or her status that might initiate this policy.

VI. HONESTY

Each Employee must ensure that the highest level of honesty and integrity is maintained in the exercise of the Employee’s daily responsibilities. Examples of conduct that are considered to violate this standard include, but are not limited to:

A. Knowingly issuing or approving a report or document containing incorrect or misstated data.

B. Knowingly making false or inaccurate entries in the books and/or records of the location or the Company.

C. Knowingly making or authorizing any payment by the location or the Company with the intention or understanding that all or any part of the payment is to be used for any purpose other than that described by the documents supporting the payment.

D. Knowingly receiving shipments of merchandise for use at the location that are not charged to the proper department or location.

E. Knowingly misstating inventory.

F. Knowingly misstating or omitting to state to the Employee’s supervisor information material to the business of the location or the Company or the supervisor’s understanding of the same.

G. Knowingly making false or misleading statements, written or oral, to any supervisor, internal or external accountant or auditor with respect to the Company’s books and records, financial statements or documents filed with the Securities and Exchange Commission.

H. Deliberate disregard for policies or procedures in order to improve a result regardless of whether or not the effect is positive or negative upon the Company.

Obviously, a policy statement cannot cover all situations. Good judgment coupled with a high sense of personal integrity is the best policy. Where situations arise that appear “uncertain”, the Employee should consult with the Ethics Review Officer for guidance.

VII. SEXUAL HARASSMENT

The Company has a longstanding policy prohibiting acts of sexual harassment. We believe that all Employees have a right to work in an environment free from unsolicited and unwelcome sexual overtures as well as an environment free from sexual hostility. Sexual harassment is a form of Employee misconduct that undermines the integrity of the employment relationship. Sexual harassment is defined by law as conduct, either physical, verbal, or visual involving any unwelcome sexual advances or requests for sexual favors or conduct of a sexual nature when:

A. Submission to the conduct is made, either implicitly or explicitly, a term or condition of an individual’s employment, or

B. Submission to or rejection of such conduct by an individual is used as a basis for employment decisions affecting the individual, or

C. Such conduct has the purpose or effect of substantially interfering with an individual’s work performance by creating an intimidating, hostile, or offensive working environment.

Any Employee who believes he or she has been sexually harassed should report the alleged action immediately – without fear of retaliation—to either his or her supervisor, Human Resources Manager, Ethics Review Officer, or if he/she desires, to the General Manager, General Counsel, or the Chief Executive Officer. Prompt action will be taken to investigate and act on complaints of conduct in violation of this policy. If a claim has validity, appropriate discipline and corrective action will be directed at the offending party or parties, up to and including termination.

The Company believes that its Employees are entitled to work in a setting that allows them to be comfortable and free of unwanted personal influences. Further, although this policy is specifically directed to problems of sexual harassment, all Employees are reminded that the Company will not tolerate unlawful harassment of any sort, including the use of racial slurs, off color or offensive jokes or intimidating gestures.

VIII. DRUG AND ALCOHOL POLICY STATEMENT

The Company currently has a Drug and Alcohol Policy in place which emphasizes our determination to maintain a work environment that is drug-free and free from the influence of alcohol. We also have programs in our medical plans to assist those individuals who have drug and/or alcohol problems. At the same time, however, each individual is responsible and accountable for his/her own actions regarding the use of illegal drugs, or alcohol abuse. The Company encourages all Employees to become familiar with the Drug and Alcohol Policy. Any executive or manager who has information that an Employee is or may be violating the Drug and Alcohol Policy shall immediately notify their General Manager. Violation of the Company’s Drug and Alcohol Policy is grounds for an Employee’s termination.

IX. CONFIDENTIALITY OF INFORMATION

Except as required in carrying out one’s duties in the normal and proper course of employment, and except as required by law, no Employee during his or her employment or after he/she leaves the Company, may use or disclose to others any “Confidential Information” relating to the Company, its subsidiaries and affiliates, or any of the Company’s Vendors/Suppliers, regardless of the source of such information or the method of its acquisition. Violation may result in prosecution of the individual/individuals under any applicable civil or criminal statute. “Confidential Information” includes, without limitation, information regarding Company business plans, capital investments, attendance, per capita spending, financial data, marketing information, personnel information, critical sales data for a location, customer lists, systems, formulas, models, techniques, and other types of confidential data that individuals come in contact with in the course of their daily employment. In addition, individuals who terminate their employment or who are terminated are bound to maintain the confidentiality of this material.

The Company believes that Confidential Information pertaining to personal health, performance evaluations, eligibility for promotion, and compensation data also must be maintained in a confidential manner for the protection of individual privacy. Access to this type of information is restricted to individuals so authorized. In cases of performance, promotions, and salary data, this access is limited to Employees responsible for such data or Employees who are authorized or directed to inquire about, or collect such data, such as your supervisor, the General Manager, and other authorized management personnel. As such, in order to ensure the ongoing confidentiality of this type of information, it is our policy and the obligation of each management Employee to protect and preserve the confidentiality of their own personal data and, unless otherwise authorized, the Employee is also prohibited from inquiring about such data regarding anyone other than those reporting to them in the chain of command. Individuals who request data about an Employee not directly in their chain of command or who are not authorized to inquire about such data should not be given any information. Each Employee is required to decline to provide data and to notify the Employee’s immediate supervisor of the request.

Confidential Information developed/compiled by an Employee during the course of employment is the property of the Company.

Individuals are also prohibited from talking to the press or being a source of information to the press, unless they have been trained and authorized as a spokesperson by the Company. All press inquiries should be directed to the President / CEO, or to the corporate office to the attention of the Vice President of Marketing.

X. AUTHORIZED USE OF COMPANY PROPERTY

Company equipment and property should not be used for personal use or gain (other than incidental use of phones, copiers, authorized automobiles, etc.). Company computer, facsimile, and other equipment and property shall not be used for the transmission of sexual, offensive, pornographic, racist, and other socially offensive messages. Company property and equipment shall not be taken off location property for non-Company use except with respect to property having a retail value of less then $100, and the prior written consent of the General Manager or the Ethics Review Officer. The location shall retain records of such removal. An appropriate supervisor, upon the return to the location, shall inspect any property that has been taken off site. It is the responsibility of the Employee seeking to use the Company property to obtain the necessary approval and to have the returned property inspected.

With regard to the Company’s computer systems, authorized Company personnel must have access to information stored on Company computers, including the electronic mail system. This may include, but not be limited to, receiving business information, trouble shooting, preventing system misuse, assuring compliance with policies, etc. Given these business requirements, the Company cannot guarantee the privacy of documents and messages stored in Company files, disks, storage areas, or electronic mail. Employee-owned computers on Company property and/or used for Company business shall be made available for review and inspection, including information included therein, at the request of the Company. Also, with regard to the Company’s computer systems, the Company does not allow the use of unauthorized, pirated or unlicensed software on Company equipment. Each Employee who uses a computer for Company purposes must have an approved, original copy of every software package that is used on his/her computer.

XI. COMPLIANCE WITH STANDARDS AND PRACTICES

A. Exceptions: Any exception from the specific policies set forth in these Ethical Standards and Business Practices must have the prior written approval of the Ethics Review Officer or General Manager as outlined above.

B. Disclosure Violations: All Employees of the Company are responsible for bringing violations of the Code of Ethics to the attention of senior management, location or corporate, through normal reporting channels, or by reporting violations to the Ethics Review Officer. Any good faith communication of violations will be kept confidential to the extent practicable. There will be no retribution for making such a communication relating to the conduct of others. In addition, all managers are responsible for taking corrective action when problems involving the Code of Ethics come to their attention.

C. Enforcement: All executive and management personnel of the Company shall be responsible for the enforcement and compliance with this Code of Ethics. Such responsibilities shall include, but not be limited to, the periodic distribution and discussion of this Code of Ethics to Employees under their supervision to ensure Employee knowledge and compliance.

D. Audit Procedures: The Chief Executive Officer, Chief Financial Officer, General Counsel, or location General Manager may, at their discretion, from time to time, establish and disseminate additional personnel policies and procedures or accounting and financial polices and procedures to monitor and to test compliance with this Code of Ethics.

E. Certification: Officers and all other management staff of the Company will be required, on an annual basis, to certify their compliance with the requirements of this Code of Ethics. Certification requires executing a Certificate of Compliance by the date indicated each year. Exceptions must be requested or approved within the same time frame. Failure to execute a compliance form or request an exception will be deemed refusal to comply and may result in disciplinary action, up to and including termination.

F. Sanctions: Any Employee who has received a copy of this Code of Ethics (or additional specific policies and procedures issued hereunder) found to have violated the Code shall be subject to immediate disciplinary action, including reassignment, demotion, dismissal, or, where appropriate, subject to legal proceedings to recover the amount of any improper expenditures and any other losses that the Company may have incurred as a result of such violation. Violations of this Code of Ethics may also result in prosecution of the individual under any applicable criminal statutes.

G. At Will Employment: This Code of Ethics does not create any contract of employment or express or imply a promise that employment may be terminated only for the reasons stated herein. Unless otherwise agreed to in writing by the Chief Executive Officer, all of the Company’s Employees are employed at will.

H. Interpretation: All questions regarding the interpretation, scope, and application of the policies set forth in this Code shall be referred to the Company’s Ethics Review Officer for resolution.

***

At Palace Entertainment, we rely on our Team Members to safeguard our values and integrity. The “Team Member Hotline” is now available to all Palace Entertainment Team Members to voice any of the following workplace concerns:

• Safety concerns
• Harassment, discrimination or mistreatment of Team Members
• Theft or improper handling of company property
• Possession or use of drugs or alcohol
• Any other workplace concerns where you think a Team Member or guest's welfare, or the Company's interests, are at risk.

If you become aware of any of the situations listed above, either talk with your General Manager directly, call the "Team Member Hotline" at 800-680-1414 or share your concerns on a secure website at teammemberhotline.com.

The Team Member Hotline is operated 24 hours a day, 7 days a week, by a neutral 3rd party who will prepare a report of your concern and promptly communicate it to Palace Entertainment’s Corporate Office for follow-up. You may remain anonymous if you wish.

Team Member Hotline information posters are being placed in Team Member areas for your convenience.

When it comes to any of these issues…your voice matters.