Exhibit 10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made as of May 1, 2007 by and among Festival Fun Parks, LLC, a Delaware limited liability company (the “ Company ”), Palace Entertainment Holdings, Inc., a Delaware corporation (“ Holdings ”) and Cynthia P. Kellogg (the “ Executive ”), each a “ Party ” and collectively the “ Parties .”  Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1 .

ARTICLE I
EMPLOYMENT TERMS

1.1           Employment .  The Company will employ the Executive, and the Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on May 1, 2007 (the “ Effective Date ”) and ending as provided in Section 1.4(a) (the “ Employment Period ”).

1.2           Position and Duties .

(a)           Generally .  The Executive shall serve as the Chief Financial Officer of each of Holdings and the Company, and in such capacity shall be responsible for the management of the financial affairs and fiscal operations of Holdings and the Company, shall perform such duties as are customarily performed by a chief financial officer of a company of a similar size and shall have such power and authority as shall reasonably be required to enable her to perform her duties hereunder; provided, however, that in exercising such power and authority and performing such duties, she shall at all times be subject to the authority and control of the Chief Executive Officer of Holdings and the Company, the board of directors of Holdings (the “ Holdings Board ”) and the board of directors of the Company (the “ Board ”).  To the extent required under applicable law or as requested by the Holdings Board or the Board, as applicable, at all times that the Executive is employed by Holdings and/or the Company as the Chief Financial Officer, she shall attend, as a non-voting observer, meetings (including participation in telephonic meetings) of the Holdings Board or the Board, as applicable, or any committee thereof, and receive copies of all written materials (including copies of meeting minutes) given to directors in connection with such meetings.

(b)           Duties and Responsibilities .  The Executive shall report to the Chief Executive Officer of the Company and the Board, and shall devote her full business time and attention to the business and affairs of Holdings, the Company and its Subsidiaries.  The Executive shall perform her duties and responsibilities in a diligent, trustworthy, businesslike and efficient manner.  The Executive shall not engage in any other business activities that could reasonably be expected to conflict with the Executive’s duties, responsibilities and obligations hereunder.  During the Employment Period, the Executive shall promptly bring to the Company or its Subsidiaries, as applicable, all investment or business opportunities relating to the activities described in Section 1.9(a) of which the Executive becomes aware.

(c)           Title .       Executive shall have the title of Senior Vice President and Chief Financial Officer for the Company.

1.3           Compensation .

(a)           Base Salary .  The Executive’s base salary shall be $250,000.00 per annum (the “ Base Salary ”).  The Base Salary payable for Fiscal Year 2007 shall be pro rated based on the number of days from and including the Effective Date through and including December 31, 2007.  The Base Salary will be payable to the Executive by the Company in regular installments in accordance with the Company’s general payroll practices.  The Executive shall receive such increases in her Base Salary as the Board may approve in its sole discretion from time to time; provided that the Executive’s Base Salary will be reviewed not less often than annually.

(b)           Annual Bonus .  The Executive shall be eligible to receive an annual cash bonus (the “ Annual Cash Bonus ”) in an amount equal to fifty percent (50%) of Executive’s Base Salary (pro rated for 2007) if the Company’s revenue, EBITDA and cash flow for a Fiscal Year are equal to or greater than the Bonus Target for such Fiscal Year.  Annual Cash Bonuses shall be payable to the Executive on or before the end of the fourth month following the end of the relevant Fiscal Year, but in the event that the Company has not received its audited financial statements for the relevant Fiscal Year by the date that is three and one-half months after the end of such relevant Fiscal Year, the Company shall make such payment within fifteen (15) days (but not later than the last day of the calendar year following such Fiscal Year) after the Company’s receipt of audited financial statements for such Fiscal Year, so long as Executive is employed by the Company on the last day of such Fiscal Year.

(c)           Supplemental Bonus .  For Fiscal Year 2007 and for each subsequent Fiscal Year during the Term, the Executive may also be eligible to receive a supplemental cash bonus (the “ Supplemental Cash Bonus ”), in addition to the Annual Cash Bonus and in an amount to be determined pursuant to a supplemental bonus program to be adopted in the discretion of the Board, if the Company’s revenue, EBITDA and cash flow for a Fiscal Year are greater than the Bonus Target for such Fiscal Year.  Supplemental Cash Bonuses, if any, shall be payable to Executive at the same time as Annual Cash Bonuses.

(d)           Withholding .  All payments made under this Agreement (including Base Salary, Annual Cash Bonus, and other amounts) shall be subject to withholding for income taxes, payroll taxes and other legally required deductions.

(e)           Expenses .  The Company will reimburse the Executive for all reasonable expenses incurred by her in the course of performing her duties under this Agreement which are consistent with the Company’s policies in effect at that time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

(f)            Vacation; Holiday Pay and Sick Leave .  The Executive shall be entitled to four (4) weeks’ paid vacation in each calendar year, which if not taken during any year may be carried forward to any subsequent year.  Executive shall receive holiday pay and paid sick leave as provided to other executive employees of Holdings and the Company.  Upon cessation of Executive’s employment for any reason, Executive shall receive pay for all accrued and unused vacation, calculated at her base salary rate in effect at the time of the cessation of her employment, provided that the amount of vacation that Executive shall be entitled to accrue

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during the Term shall be in accordance with Company policy and in no event shall such accrued vacation exceed eight (8) weeks at any given time.

(g)           Additional Benefits .  During the Employment Period, the Executive shall be entitled to participate (for herself and, as applicable, her dependents) in the group medical, life, 401(k) and other insurance programs, employee benefit plans and perquisites which may be adopted by the Board for participation by the Company’s senior management or executives, as well as dental, life and disability insurance coverage, with payment of, or reimbursement for, such insurance premiums by the Company, subject to, in all cases, the terms and conditions established by the Board with respect to such plans (collectively, the “ Benefits ”); provided, however, that the Board, in its discretion, may revise the terms of any Benefits so long as such revision does not have a disproportionately negative impact on the Executive vis-à-vis other Company employees, to the extent applicable.

(h)           Incentive Unit Grant .  On the Effective Date, the Executive shall receive a grant (the “ Equity Grant ”) of 408.11 Class B-1 Units, 680.19 Class B-2 Units and 272.07 Class B-3 Units (as such units are defined in the LLC Agreement) of the Parent.  The Equity Grant shall be subject to the terms and provisions of the LLC Agreement including, without limitation, the vesting, forfeiture, repurchase and giveback provisions of Sections 3.1(c), 10.3 and 11.3 of the LLC Agreement.

(i)            Director and Officer Insurance .  The Company shall use commercially reasonable efforts to purchase and maintain a Directors and Officers liability insurance policy on terms and conditions deemed acceptable to the Board, acting in good faith, which policy will cover Executive at all times during her employment.

(j)            Potential Adjustments for Significant Transactions .  In the event that the Company acquires a material Family Entertainment Center or similar business, the Company and the Executive shall discuss in good faith adjustments to Executive’s overall compensation package to compensate the Executive for increases in her job duties.

(k)           Relocation Expenses .  The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by the Executive in relocating to the Newport Beach, California area, including packing and moving expenses but excluding real estate brokerage commissions, in accordance with the Company’s policies (including repayment policies) as in effect from time to time.  The Company shall also pay or reimburse the Executive for the cost of temporary housing for the Executive and her family for a period of up to six (6) months from the Effective Date.  As far as practicable, anticipated expenses should be submitted for approval in advance (i.e. moving fees, temporary housing, rental, etc.).  The total amount of reimbursable relocation expenses may not exceed $50,000.00.

1.4           Term and Termination.

(a)           Duration .  The Employment Period shall commence on the Effective Date and shall terminate three (3) years after the Effective Date (the “ Term ”), unless earlier terminated by the Company or the Executive as set forth in this Section 1.4 .  The Term of the Agreement shall renew automatically for one-year periods, unless either party gives the other party written notice

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of its intention not to renew the Agreement no later than ninety (90) days prior to the expiration of the then current Term. This Agreement may be terminated during the Term upon the first to occur of (i) termination of the Executive’s employment by the Company for Cause, (ii) termination of the Executive’s employment by the Company without Cause, (iii) the Executive’s resignation for Good Reason, (iv) the Executive’s resignation other than for Good Reason, or (v) the Executive’s death or Disability.  The Executive shall not terminate the Agreement with or without Good Reason, unless she gives the Company written notice that she intends to terminate the Agreement at least ninety (90) days prior to the Executive’s proposed Termination Date.  Upon termination of this Agreement, the Executive shall execute and deliver to the Company a release in form and substance acceptable to the Company.

(b)           Severance Upon Termination Without Cause or Upon Resignation by the Executive For Good Reason .  If the Employment Period is terminated by the Company without Cause or if the Executive resigns for Good Reason, subject to the Executive’s continued performance of the terms of this Agreement that survive the Termination Date, the Executive will be entitled to receive (i) her Base Salary equal to twelve (12) months and (ii) if such termination or resignation occurs between September 1 and December 31 in a Fiscal Year during the Term, Executive will be entitled to a prorated Annual Cash Bonus based on the number of days during the relevant Fiscal Year that precede the Termination Date (each of (i) and (ii) referred to as the “ Severance Payment ”).  The Severance Payment shall be payable to the Executive in accordance with the Company’s general payroll practices for the payment of Base Salary and Annual Cash Bonus, as applicable.  The Executive also shall be entitled to receive payment for all reimbursable expenses or other entitlements then due and owing to the Executive as of the Termination Date.  In the event that the Executive breaches her obligations under Section 1.6 , 1.7 , 1.8 or 1.9 , the Company’s obligation to make any Severance Payment and provide any Benefits shall cease as of the date of such breach.

(c)           Death and Disability .  In the event of the Company terminates this Agreement due to the death or Disability of the Executive, the Executive shall be entitled to no severance or other termination benefits from and after the termination of her employment, except that the Executive or her estate shall be entitled to the Severance Payment as provided in Section 1.4(b) hereof.  Any other rights and benefits the Executive may have under employee benefit plans and programs of the Company generally in the event of the Executive’s Disability shall be determined in accordance with the terms of such plans and programs.  In the event of Executive’s death, any rights and benefits that the Executive’s estate or any other person may have under employee benefit plans and programs of the Company generally in the event of the Executive’s death shall be determined in accordance with the terms of such plans and programs.

(d)           Salary and Other Payments Through Termination .  If the Executive’s employment with the Company is terminated during the Term (i) by the Company for Cause or (ii) by the Executive other than for Good Reason, the Executive will be entitled to receive her Base Salary through the Termination Date, but will not be entitled to receive any Severance Payments or Benefits after the Termination Date.  The Executive shall be entitled to receive payment for all reimbursable expenses or other entitlements then due and owing to the Executive as of the Termination Date.

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(e)           Other Rights .  Except as set forth in Section 1.4(b) , all of the Executive’s rights to Base Salary, Benefits and Annual Cash Bonuses hereunder (if any) which accrue or become payable after the termination of the Employment Period shall cease upon such termination.

1.5           Key Executive Life Insurance .  The Company shall have the right to purchase in the Executive’s name a “key executive” life insurance policy naming the Company or any of its Subsidiaries as the sole beneficiary thereunder.  The Executive agrees to take all reasonable measures necessary to effect the foregoing, including without limitation submitting to a physical examination for the purpose of determining eligibility therefore and cooperating with any matters related to the application for, and if obtained, the maintenance of, such insurance policy.  If Executive is found ineligible for some reason for such “key executive” life insurance either at the inception of her employment or at anytime thereafter, this ineligibility will not, in and of itself, affect Executive’s employability under this Agreement or constitute Cause for termination of Executive’s employment.

1.6           Confidential Information .

(a)           The Executive shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by her, except to the extent that (i) such disclosure or use is required by the Executive’s performance of the duties assigned to the Executive by the Board, (ii) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company of such event and shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure or (iii) such Confidential Information becomes generally known to and available for use by the public, other than as a result of any action or inaction by the Executive.  At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.  The Executive acknowledges that the Confidential Information obtained by her during the course of her employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable.

(b)           The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the Employment Period and thereafter, and without in any way limiting the provisions of Section 1.6(a) , the Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with her work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing.

(c)           As used in this Agreement, the term “ Confidential Information ” means information that is not generally known to the public and that is used, developed or obtained by Holdings, the Company and its Subsidiaries and any of the Company’s predecessor entities in connection with its business, including but not limited to (i) business development, growth and

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other strategic business plans, (ii) properties available for acquisition, financing development or sale, (iii) accounting and business methods, (iv) services or products and the marketing of such services and products, (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and reports, (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all technology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (xvi) all similar and related information in whatever form.  Confidential Information shall not include any information that has become generally available to the public prior to the date the Executive proposes to disclose or use such information or general know-how of the Executive.

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1.7           Inventions and Patents .  In the event that the Executive, as part of her activities on behalf of Holdings, the Company or any of its Subsidiaries, generates, authors or contributes to any invention, design, new development, device, product, method or process (whether or not patentable or reduced to practic