RECITALS:

                              10(c)(2)

              AMENDMENT TO THE EMPLOYMENT AGREEMENT
              BY AND BETWEEN XXXXXXX X. XXXXXXXX AND
                     SHOWBIZ PIZZA TIME, INC.


     This Amendment (the "Amendment") is executed as of this 11th
day of December, 1997, by and between Xxxxxxx X. Xxxxxxxx
("Employee") and ShowBiz Pizza Time, Inc., a Kansas corporation
("Employer").

                            RECITALS:

     WHEREAS, on January 3, 1997, Employee and Employer entered
into that certain Employment Agreement, which was effective as of
January 6, 1997 (the "Agreement"), whereby the Employee agreed to
serve in the employ of Employer through the last day of the fiscal
year of the Employer ending on or about December 31, 1999; and

     WHEREAS, Employer desires to amend said Agreement to extend
the term of the Agreement, award stock options, and amend the
automobile allowance for Employee:

     NOW, THEREFORE, the Agreement is hereby amended in the
     following respects:

     Paragraph 2 is hereby amended to read as follows:

          "2.   Term. Subject to the provisions
          regarding termination set forth in Sections
          14, 15, and 16 hereof, the initial term of ths
          Agreement shall begin as of January 6, 1997
          (the "Effective Date") and shall terminate on
          the last day of the fiscal year of the Company
          ending on or about December 31, 2000 (the
          "Initial Term")."

     The Agreement is hereby amended to include Paragraph 4.1 which
     shall read as follows:

          "4.1.   Stock Options.  Employee has received
          from the Company on December 11, 1997 options
          (the "Stock Options) to purchase twenty-five
          thousand (25,000) shares of the Company's
          Common stock, par value $.10 per share
          ("Common Stock") pursuant to the ShowBiz Pizza
          Time, Inc. Non-Statutory Stock Option Plan. 
          Of the Stock Options granted as described in
          this Section 4.1, 100% of the options shall
          vest after December 11, 2000."
     Paragraph 7 is hereby amended to read as follows:

          "7.   Automobile.  Employer shall pay to
          Employee the sum of One Thousand Dollars
          ($1,000.00) per month (subject to adjustment
          from time to time in direct proportion to
          generally applicable adjustment by the Company
          to its automobile allowances) to reimburse
          Employee for the use of Employee's automobile
          in the performance of his duties under this
          Agreement and Employer shall further pay
          directly or by reimbursement to Employee (as
          Employer and Employee may from time to time
          agree) the premiums upon a policy of collision
          and liability insurance covering such
          automobile.  All other costs and expenses
          incurred in the operation and maintenance of
          Employee's automobile, including but not
          limited to the cost of all fuel, oil,
          maintenance and repairs, shall be paid solely
          by Employee."

     IN WITNESS WHEREOF, the parties have executed this Amendment
effective as of December 11, 1997.


                                   EMPLOYER:

                                   SHOWBIZ PIZZA TIME, INC.


                                   By:  ----------------------
                                        Xxxxxxx X. Xxxxx
                                        Chief Executive Officer



                                   EMPLOYEE:


                                        ----------------------
                                        Xxxxxxx X. Xxxxxxxx