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ULTIMATE PARKS INC. SHARE BUYBACK PROCEDURE

The following is the share-buy back procedure as approved by 
the shareholders at the 1999 AGM. The procedure may seem 
rather complex, but it was developed in order to meet the 
following 3 objectives:

1) Provide a mechanism to help any shareholder who has/is 
   experiencing financial difficulties and needs the money
2) Provide a mechanism to ensure that shareholders who have 
   purchased multiple shares (and thus made a greater 
   commitment to the project) have a greater chance of 
   reimbursement
3) Achieve the above goals with minimal impact to the other 
   shareholders
 
We strongly believe that the procedure that is in place 
achieves these goals in the fairest manner possible. The 
procedure is as follows, with additional information 
pertinent to this year's buyback marked with *** and 
enclosed in parentheses:

1. OCUA informs Ultimate Parks Inc. as to how many shares 
   they intend to buy back at least 6 weeks prior to the 
   Ultimate Parks Inc. AGM. 

   (***this year, the number is 150)

2. The Ultimate Parks Inc. Board of Directors informs the 
   shareholders at least 3 weeks prior to the AGM in order 
   to allow individuals the opportunity to apply for a 
   "hardship" buyback.  This consists of the shareholder 
   contacting the board, and outlining the specifics of 
   his/her hardship case.

   (***Deadline for application for hardship buy-back is 6pm
   Monday, Nov. 26. Send applications to upinc@ocua.ca )

3. Prior to the AGM, the Board of Directors determine if the 
   individual hardship cases merit buy-back, and can 
   allocate up to 10% of that year's buy-back for guaranteed 
   buy-back of these shares. If they decide that cases do 
   not warrant hardship buy-back, or if there are 
   applications for hardship beyond the 10% allocation, then 
   these cases go before the shareholders at the AGM for a 
   vote.

   (***this year, there are 15 shares available for hardship 
   buy-back)

4. The remaining shares are to be bought back by random 
   draw, with one exception. Multiple shareholders with 
   sufficient holdings have the option of automatically 
   having a fixed percentage of their shares bought back 
   that year, if they remove their remaining shares from the 
   draw.  In order to maintain equal odds for the other 
   shareholders, the fixed percentage is based on the size 
   of the buyback, hardship shares excluded, in relation to 
   the total number of shares outstanding. Thus, if there 
   are 500 shares outstanding, and 50 are being bought back, 
   multiple shareholders can have 10% of their shares 
   automatically bought back, rounded down to the nearest 
   share. (ie, if you only had 9 shares, you would not be 
   able to exercise this option).

This is best illustrated through example:

"Let's say that OCUA plans to buy back 100 of 900 
outstanding shares. There would be 10 shares available for 
hardship buy-back, and let's say there are applications to 
have 10 shares  bought back. The board reviews the 
applications, and determines that all 10 shares warrant 
buyback.  These 10 shares are guaranteed to be bought back, 
and so there are now 90 shares available for random draw. 
Now, multiple shareholders have the option to have a fixed 
portion of their shares bought back that year and the rest 
of the shares don't go in a random draw. 900 shares have 
been sold and OCUA is buying back 90 (100 total, but 10 for 
hardship cases). That means 10% of the outstanding shares 
are being bought back and multiple shareholders have the 
option of having 10% of their shares bought back (rounded 
down to the nearest share) That means that you must own 10 
or more shares to be eligible. Lets say you have 15 shares, 
you can have 10% of 15 (1.5 shares, rounded down to 1 share) 
bought back. You choose this option and your one share is 
guaranteed to be bought back. Your other 14 shares are taken 
out of the pool for the random draw. We then draw randomly 
from the eligible pool of shares for the rest of the shares 
to be bought back. It does not affect the odds for any other 
share being drawn (in fact, using the above scenario it 
increases their odds)"

Note that this option is not mandatory. Shareholders with 
multiple shares can opt to simply place all their shares 
into the random draw. Shareholders who do wish to exercise 
this option should state their intent to the board as soon 
as possible.

(***This year, the fixed percentage will be approximately 
20% (depending on the number of hardship buybacks), and so 
anyone with 5 shares or more will be able to take advantage 
of this option.  If you feel that you would like to exercise 
this option, please notify us as soon as possible at 
upinc@ocua.ca).

5. Note that any shareholder has the option of withholding 
his/her shares from the random draw, if they do not wish to 
be bought back at the present time, thus increasing the odds 
for others. Shareholders who do wish to exercise this option 
should state their intent to the board as soon as possible. 

6. In addition, we realize that certain shareholders may 
wish to simply donate some or all of their shares to OCUA. 
This still requires that a share transfer take place, so if 
this is your intent, please state your intent to the board.