EXHIBIT - 10(i)(7)



                      NATIONAL MEDIA FUND LINE OF CREDIT


     By this Agreement, dated as of November 17, 1994, SHOWBIZ PIZZA
TIME, INC. ("Lender") and INTERNATIONAL ASSOCIATION OF SHOWBIZ
PIZZA TIME RESTAURANTS, INC., ("Borrower") hereby agree as follows:
     1.  Revolving Commitment.  Subject to the terms and conditions
in this Agreement, Lender agrees to loan to Borrower from time to
time amounts not to exceed Four Hundred Thousand Dollars
($400,000.00) in the aggregate outstanding at any one time.  No new
advance shall be made under this Agreement after December 31, 1995. 
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 further evidenced by an National Media Fund
Promissory Note (the "Note") dated 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 buys (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 to the Project, this
Agreement or the Note.
     5.  Condition to Loans.  The obligation of Lender to make loans
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 loan;
     (b)  The representations and warranties of Borrower set forth in
     this Agreement shall be true as of the date of such loan;


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     (c)  Lender shall have received any documents or information
     previously requested from Borrower pursuant to this Agreement;
     and
     (d)  No material adverse change, in Lender's sole determination,
     has occurred in the businesses of the ShowBiz Pizza Time
     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
corporation action; and (c) this Agreement and the Note constitute
the valid and binding obligations of Borrower 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 within 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.  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 make
loans under this Agreement; and (c) Lender may exercise any other
remedies permitted by law or equity.

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     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 follows (or to such
other address subsequently provided by the party hereto):
           To Lender:
           ShowBiz Pizza Time, Inc.
           4441 West Airport Freeway
           Irving, Texas 75015
           Attention:  General Counsel


           To Borrower:

           International Association of ShowBiz
           Pizza Time Restaurants, Inc.
           4441 West Airport Freeway
           Irving, Texas 75015
           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.

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     (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 national media
production.
     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:  Michael H. Magusiak
                      President


                      INTERNATIONAL ASSOCIATION OF SHOWBIZ 
                      PIZZA TIME RESTAURANTS, INC.

                      By:  Michael A. Hilton
                      President


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