WILLIAM P. WEINTRAUB, ESQ. (State Bar No. 108125)
ERIN GRAY, ESQ. (State Bar No. 157658)
NICOLE D. HARRIS, ESQ. (State Bar No. 182679)
PACHULSKI, STANG, ZIEHL & YOUNG P.C.
650 California Street, 15th Floor
San Francisco, CA 94108
Telephone: (415) 263-7000
Facsimile: (415) 263-7010

Counsel for Marc and Denise Thorpe
Debtors and Debtors-In-Possession

Chapter 11
Case No. 98-11963-AJ-11
NOTICE OF PROPOSED SALE OF
ROBOT WARS®, TRADEMARK

Confirmation Hearing:
Date: October 30, 1998
Time: 10:00 a.m.
Place: U.S. Bankruptcy Court
Division One
99 South "E" Street
Santa Rosa, CA 95404
Judge: Hon. Alan Jaroslovsky

PLEASE TAKE NOTICE that on October 30, 1998, at 10:00 a.m., or soon thereafter as counsel can be heard, in the Courtroom of the Honorable Alan Jaroslovsky, United States Bankruptcy Judge, United States Bankruptcy Court, Division One, 99 South "E'' Street, Santa Rosa, California 95404, Marc and Denise Thorpe, the above-captioned debtors (the "Debtors'`) shall seek confirmation of the Plan of Reorganization of Marc and Denise Thorpe (the ''Plan").

PLEASE TAKE FURTHER NOTICE that pursuant to the provisions of the Plan, at such Confirmation Hearing, the Debtors shall offer for sale all right, title, and interest in and to the Robot Wars® Trademark. There is currently a dispute over ownership of the Robot Wars® Trademark and, as part of the Plan, the Debtors are seeking to reject the Robot Wars Joint Venture Agreement, dissolve the Robot Wars Joint Venture, obtain an accounting of their interest in the Joint Venture, and as part of such dissolution and accounting, dispose of the assets of the Robot Wars Joint Venture, including, the interest of the Joint Venture, if any, in the Trademark. If the Plan is confirmed by the Bankruptcy Court, the entirety of the Trademark Rights (as defined in the Plan) of both the Debtors and the Joint Venture will be sold at the Confirmation Hearing in accordance with the procedures set forth below. Capitalized terms have the meanings assigned to them in the Plan.

Sale. At the Confirmation Hearing, the Trademark Rights shall be offered for sale and sold on an ''as is, where is" basis, without warranty or representation, and without recourse, and free and clear of all liens, claims, encumbrances and interests.

Roski Bid. At the Confirmation Hearing, the Trademark Rights shall be offered for sale to Edward P. Roski, III ("Roski") for $250,000 or to any Qualified Bidder who appears at or before the Confirmation Hearing and submits a higher and better all Cash bid that is not matched by Roski. Roski has been determined by the Debtors to be a Qualified Bidder.

Bidding Procedures. In the event of competing bids for the Trademark Rights, each competing bidder must qualify at or before the Confirmation Hearing by demonstrating to the satisfaction of the Debtors that such bidder has the financial wherewithal to pay Cash for the Trademark Rights in the amount of such bidder's initial bid and any subsequent higher bid that results from competitive bidding at the Confirmation Hearing. To be considered as a qualified opening competing bid, a Qualified Bidder must bid no less than $300,000 in Cash. Bids at the Confirmation Hearing shall be in increments of $50,000, and Roski shall have the right at the Confirmation Hearing to match any high bid made at or before the Confirmation Hearing by any other Qualified Bidder for the Trademark Rights and purchase the Trademark Rights for such matching bid so long as Roski's matching bid is not topped by the bidder whose high bid has been matched by Roski. If there is more than one competing bidder to Roski at the Confirmation Hearing, once a bidder other than Roski has made a high bid that has been matched by Roski, no bidder other than the bidder who has been matched by Roski can make another bid to top Roski's matching bid. Roski's right to match a high bid may be exercised against each and any subsequent topping bid made by a high bidder whose bid has been matched by Roski.

Notice of Sale. Debtors shall provide notice of the intended sale of the Trademark Rights and of the Bidding Procedures by publishing the Sale Notice in a newspaper of general circulation in San Francisco Bay Area and New York City no later than twenty (20) Business Days prior to the date of the Confirmation Hearing and by posting the Sale Notice on various internet sites, including the Robot Wars website.

Closing The Sale shall close as soon as practicable following the Confirmation Hearing, but in no event later than two (2) Business Days after such hearing unless the closing is timely stayed by an order of the Bankruptcy Court or any appellate court of Competent jurisdiction. If the Sale to the high bidder does not close because of such bidder's unjustified failure or refusal to pay the purchase price, the Trademark Rights will be sold to the Qualified Bidder who made the next highest bid without prejudice to any claims by the Debtors against the bidder who did not close the Sale.

Any person who wants to be qualified as a Qualified Bidder must demonstrate to the satisfaction of the Debtors that such bidder has the financial wherewithal to pay cash for the Trademark Rights in the amount of such bidder's initial bid and any subsequent higher bid that results from competitive bidding at the confirmation hearing. To qualify, respective bidders should submit written evidence of its qualifications to the undersigned counsel at or before the Confirmation Hearing.

For more information about the Trademark Rights, the dispute over the Trademark Rights, or a copy of the Plan, please contact the undersigned counsel at the address set forth above.

Dated: October 5, 1998
PACHULSKI, STANG, ZIEHL & YOUNG P.C.