Sample Business Contracts

Entertainment Operating Fund Line of Credit - ShowBiz Pizza Time Inc. and International Association of ShowBiz Pizza Time Restaurants Inc.

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     By this Agreement, dated as of December 16, 1996, SHOWBIZ
SHOWBIZ PIZZA TIME RESTAURANTS, INC., ("Borrower") (hereinafter
collectively referred to as "Parties") hereby agree as follows:

     1.   Revolving Commitment.  Subject to the terms and
conditions in this Agreement, Lender agrees to advance to Borrower
from time to time amounts not to exceed Two Hundred Fifty Thousand
and no/100 Dollars ($250,000.00) in the aggregate outstanding at
any one time.  No new advance shall be made under this Agreement
after December 31, 1997.  Subject to the foregoing limitations,
Borrower may borrow, repay, prepay and reborrow amounts under this

     2.   Note.  Borrower's obligation to repay amounts borrowed
under this Agreement is further evidenced by an Entertainment
Operating Fund Promissory Note, (the "Note") bearing the same date
as this Agreement.  Payment of principal and interest, and accrual
of interest, on amounts borrowed under this Agreement shall be as
provided in the Note.

     3.   Use of Proceeds.  Borrower shall use amounts borrowed
under this Agreement only to purchase goods and services related to
the development of entertainment software, showtapes and other
entertainment research and development (collectively, the
"Project").  Upon Lender's reasonable request, Borrower shall
provide copies of invoices and other documents which evidence
Borrower's compliance with this Section 3.

     4.   Records and Reports.  Upon Lender's reasonable request,
Borrower shall provide reports and copies of invoices, canceled
checks and other business records pertaining a proposed advance, to
the Project, this Agreement or the Note.

     5.   Condition to Loans.  The obligation of Lender to make
advances under this Agreement is subject to the satisfaction of
each of the following conditions:

     (a)  No default under this Agreement, and no event which
          would constitute a default but for the giving of
          notice or the passage of time thereafter, shall
          have occurred and be continuing on the date of such

     (b)  The representations and warranties of Borrower set
          forth in this Agreement shall be true as of the
          date of such advance;

     (c)  Lender shall have received any document or
          information previously requested from Borrower
          pursuant to this Agreement; and

     (d)  No material adverse change has occurred, in
          Lender's sole determination, in the businesses of
          Lender's restaurants or in the financial condition
          of Borrower.

     6.   Representation and Warranties.  Borrower represents and
warrants that: (a) Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Texas; (b) the execution, delivery and performance of this
Agreement and the Note have been duly authorized by all necessary
corporate action; and (c) this Agreement and the Note constitute
the valid and binding obligations of Borrower and are enforceable
in accordance with their terms

     7.   Default.  Borrower shall be in default under this
Agreement if one or more of the
following events shall have occurred and be continuing:

     (a)  The failure by Borrower to make any payment of
          principal or interest on the Note within ten (10)
          days after the same becomes due and payable;

     (b)  The failure by Borrower to perform any of its
          obligations, except the payment of principal and
          interest, arising under the Note, this Agreement or
          any other agreement between Borrower and Lender
          with in five (5) days after written notice of such
          failure; or

     (c)  The filing by or against the Borrower of a
          voluntary or involuntary proceeding seeking
          liquidation, reorganization or other relief with
          respect to Borrower or its debts under any
          bankruptcy, insolvency or other similar law now or
          hereafter in effect or seeking the appointment of a
          trustee, receiver, liquidator, custodian or other
          similar official for Borrower or any substantial
          part of its property and, in the case of any
          involuntary proceeding not consented to by
          Borrower, such proceeding is not dismissed within
          sixty (60) days.

     8.   Remedies.  The following remedies are available to Lender
if Borrower is in default
under this Agreement: (a) the outstanding principal and accrued
interest under the Note shall mature and become automatically due
and payable, without notice or demand; (b) Lender may terminate its
commitment to advance monies under this Agreement; and (c) Lender
may exercise any other remedies permitted by law or equity.

     9.   Notices.  Any notice under this Agreement shall be
effective upon actual receipt or upon delivery to the United States
Postal Service, with first class postage, addressed as follow (or
to such other address subsequently provided by the party hereto):

          To Lender:

               ShowBiz Pizza Time, Inc.
               4441 West Airport Freeway
               Irvine, Texas 75062
               Attention: Counsel

          To Borrower:

               International Association of ShowBiz Pizza Time            
               Restaurants, Inc.
               4441 West Airport Freeway
               Irving, Texas 75062
               Attention:  Mike Hilton

     10.  Miscellaneous.

     (a)  No failure or delay by Lender in exercising any
          right, power or  privilege under this Agreement or
          the Note shall operate as a waiver thereof, nor
          shall any single or partial exercise thereof
          preclude any further exercise thereof or the
          exercise of any other right, power or privilege.

     (b)  The captions used in this Agreement are for convenience
          only and shall not be deemed to amplify, modify or limit
          the provisions hereof.

     (c)  Words of any gender used in the Agreement shall be
          construed to include any other gender, and words in the
          singular shall include the plural and vice versa, unless
          the context otherwise requires.

     (d)  This Agreement shall be binding upon and shall inure to
          the benefit of the parties hereto and their respective
          heirs, legal representatives, successors and assigns.

     (e)  This Agreement, together with the Note, contains the
          entire agreement of the parties hereto with respect to
          the subject matter hereof and can be altered, amended or
          modified only by written instrument executed by both

     (f)  This Agreement may be executed in multiple copies, each
          of which shall be deemed an original, and all of such
          copies shall together constitute one and the same

     (g)  Time is of the essence in the performance of each
          obligation, covenant and condition under this Agreement.

     (h)  This Agreement shall be governed by the laws of the
          State of Texas.

     11.  Prior Agreements.  This Agreement amends, supersedes, and
replaces all previous agreements related to the Project.

     IN WITNESS HEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the date
first appearing above.

                              SHOWBIZ PIZZA TIME, INC.

                              By:  ------------------------------
                                   Richard M. Frank
                                   Chairman and Chief Executive

                              INTERNATIONAL ASSOCIATION OF SHOWBIZ
                              PIZZA TIME RESTAURANTS, INC.

                              By:  --------------------------------
                                   Michael A. Hilton