Abstract: The invention is directed to an educational system for use in instruction of educational concepts while playing a game. The system consists of a game sheet having an illustration for use in instruction of an educational concept, a set of magnetic playing pieces associated with the game sheet, and a display unit for receiving the game sheet and the magnetic playing pieces. The display unit has first and second display sides, each of which have a magnetized panel for attracting magnetic playing pieces. Further, a frame member adjacent the panel covers at least a portion of the panel, and has a game sheet receiving slot in the frame member is used for inserting and removing the game sheet.