NATIONAL ADVERTISING FUND
                         PROMISSORY NOTE

                                                                 
                                                  Dated as of
$750,000.00           Irving, Texas               December 16, 1996


     FOR VALUE RECEIVED, the undersigned INTERNATIONAL ASSOCIATION
OF SHOWBIZ PIZZA TIME RESTAURANTS, INC. ("Borrower"), a Texas
corporation, promises to pay to SHOWBIZ PIZZA TIME, INC.
("Lender"), a Kansas corporation (hereinafter collectively referred
to as "Parties"), the principal sum of SEVEN HUNDRED AND FIFTY
THOUSAND AND NO/100 DOLLARS ($750,000.00), or so much thereof as
may from time to time be advanced, together with interest accrued
on the unpaid principal balance hereof as set forth below.

     1 .  Interest Rate.  The unpaid principal amount hereof from
time to time outstanding from the date hereof until maturity shall
bear interest at ten and one-half percent (10.5%).  Interest shall
be calculated at the end of each Lender's monthly accounting
periods (which will not correspond with calendar months due to
Lender's 52 week fiscal year) based on the average between the
principal amounts outstanding and unpaid at the beginning of the
monthly accounting period and at the end of such period, but shall
be charged and collected based on the actual number of days
elapsed.

     2.   Payment of Principal and Interest.  Each payment by
Borrower to Lender on this Note shall be applied first to fees
and/or costs, if any, pursuant to Section 8 hereof and then applies
to any accrued interest, and then any remaining portion of the
payment after such applications shall be applied to reduction of
outstanding principal balance of this Note.

     3.   Revolving Note.  This Note is a "revolving line of
credit" note.  Principal advances may be made, from time to time,
up to the principal amount of this Note, and principal advances may
be made, from time to time, up to the principal amount of this
Note, and principal payments may, from time to time, be made by
Borrower to reduce the principal balance owing pursuant to this
Note.  This Note may be prepaid in whole or in part at any time
without penalty or premium.  In no event shall any principal
advance be made after December 31, 1997, and all amounts
outstanding will be due and payable at that time.

     4.   Line of Credit Agreement.  This Note is issued pursuant
to, is entitled to the benefit of, and is subject to the provisions
of the National Advertising Production Fund Line of Credit
Agreement (the "Agreement") between Borrower and Lender dated the
same date as this Note.

     5.   Events of Default.  The outstanding principal and accrued
interest hereon shall mature and become automatically due and
payable, without notice or demand, upon the occurrence and during
the continuance of any of the following events of default:

     (a)  The failure by Borrower to make a payment of any
          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 this Note, the Agreement or
          any other agreement between Borrower and Lender
          within five (5) days after receipt of 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 of its filing.

     6.   Remedies.  The following remedies are available to Lender
if Borrower is in default under this Note: (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
Note; and (c) Lender may exercise any other remedies available to
it at law or in equity.

     7.   Waiver.  Borrower, sureties, endorsers, guarantors and
any other party now or hereafter liable for the payment of this
Note, in whole or in part, hereby severally (a) waive presentment
for payment, notice of nonpayment, protest, notice of protest,
notice of intent to accelerate, notice of acceleration and all
other notices, filing of suit and diligence in collecting this Note
or enforcing any other security with respect to same, (b) agree to
any substitution, subordination, exchange or release of any such
security or the release of any parties primarily or secondarily
liable hereon, (c) agree that the Lender shall not be required
first to institute suit or exhaust its remedies hereon against the
Borrower, or other any party liable or to become liable hereon or
to enforce its rights against any or all of them or any security
with respect to same, and (d) consent to any extension or
postponement of time of payment of this Note and to any other
indulgence with respect hereto without notice hereof to any of
them.

     8.   Collection Fees.  If this Note is not paid at maturity
and is placed in the hands of a collection agency or an attorney
for collection, or if it is collected through a bankruptcy or any
other court after maturity, then the Lender shall be entitled to
reasonable fees and court costs for collection.

     9.   Limitation of Agreements.  All agreements between the
Borrower and the Lender, whether now existing or hereafter arising
and whether written or oral, are hereby expressly limited so that
in no contingency or event, whether by reason of demand or
otherwise, shall the amount paid, or agreed to be paid to the
Lender for the use, forbearance, or detention of the money to be
loaned under this Note or otherwise or for the payment or
performance of any covenant or obligation contained herein or in
any other document evidencing security or pertaining to the loan
evidenced hereby, exceed the maximum amount permissible under
applicable law, as now existing or as hereafter amended.  If from
any circumstances whatsoever fulfillment of any provision hereof or
in any of such other documents at the time performance of such
provision shall be due, shall involve transcending the limit of
validity prescribed by law, then ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity, and if
from any such circumstances the Lender shall ever receive interest
(or anything which might be deemed interest under applicable law)
which would exceed the highest rate of interest allowed by
applicable law, such amount which would be excessive interest shall
be applied to the reduction of the principal due hereunder and not
to the payment of interest, or if such excessive interest exceeds
the unpaid balance of principal of this Note, such excess shall be
refunded to the Borrower.  All sums paid or agreed to be paid to
the Lender shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term
of such indebtedness until payment in full so that the actual rate
of interest on account of such indebtedness is uniform, or does not
exceed the maximum rate permitted by applicable law as now existing
or hereafter amended, throughout the term thereof.  The terms and
provisions of this paragraph shall control and supersede every
other provision of all agreements between the Lender and the
Borrower.

     10.  Records.  Borrower hereby appoints Lender as the
authorized agent of Borrower with full authority to record on the
Payment Grid ("Grid") attached hereto as Exhibit A, and
incorporated herein by reference for all purposes, the dates of
each transaction, amounts of all principal advances, as well as
principal and interest payments, made under this Note, and balance
due on the Note.  This Grid (and all notations made thereto) shall
be conclusive evidence of the actual amounts of principal and
accrued interest advanced and/or outstanding under this Note.

     11.  Notice.  Any notice required to be provided to Borrower
hereunder shall be in writing and shall be deemed sufficiently
given or furnished if delivered by personal delivery, telecopy,
expedited delivery service with proof of delivery, or by registered
or certified United States mail, postage prepaid, at Borrower's
address shown below or at Borrower's most current address on file
with Lender.  Any such notice shall be deemed to have been given at
the time of personal delivery, or in the case of telecopy, upon
receipt, or in the case of delivery service or mail, as of the date
of the first attempted delivery at the address and in the manner
provided herein.  Borrower promises to give Lender prompt notice of
any change in Borrower's address.

     12.  Miscellaneous.

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

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

     (c)  Words of any gender used in this Note 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 Note shall be binding upon and inure to the
          benefit of the Parties and their respective heirs,
          legal representatives, successors and assigns.

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

     (f)  This Note 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 instrument.

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

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

     (i)  This Note is performable in Dallas County, Texas.

Address:
4441 West Airport Freeway
Irving, Texas 75062


INTERNATIONAL ASSOCIATION OF SHOWBIZ
PIZZA TIME REST INC.


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



<PAGE>
10(W)(10)

                NATIONAL MEDIA FUND LINE OF CREDIT

     By this Agreement, dated as of December 16, 1996, SHOWBIZ
PIZZA TIME, INC. ("Lender") and INTERNATIONAL ASSOCIATION OF
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 One Million Five Hundred
Thousand and no/100 Dollars ($1,500,000.00) 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 Agreement.

     2.   Note.  Borrower's obligation to repay amounts borrowed
under this Agreement is furtherevidenced by an National Media 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
network media services (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
          advance;

     (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
               Irving, 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 parties.

     (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 instrument.

     (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
                                   Officer



                              INTERNATIONAL ASSOCIATION OF SHOWBIZ
                              PIZZA TIME RESTAURANTS, INC.


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

Source: OneCLE Business Contracts.