This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights
Agreement between ShowBiz Pizza Time, Inc. and Boston
EquiServe, L.P., dated as of November 19, 1997 (the
"Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is
on file at the principal executive offices of ShowBiz
Pizza Time, Inc. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be
evidenced by this certificate. ShowBiz Pizza Time, Inc.
will mail to the holder of this certificate a copy of the
Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances,
as set forth in the Rights Agreement, Rights issued to
any Person who becomes an Acquiring Person (as defined in
the Rights Agreement) may become null and void.
