EXHIBIT 10(b)(2)
                    SUPPLEMENTAL REVOLVING CREDIT NOTE


$10,000,000.00             Dallas, Texas             January 10, 2000


    FOR VALUE RECEIVED, the undersigned, CEC ENTERTAINMENT, INC.
(f/k/a SHOWBIZ PIZZA TIME, INC.), a Kansas corporation ("Company"),
hereby unconditionally promises to pay to the order of BANK ONE,
TEXAS, National Association ("Bank One") at the office of Bank One
or any successor, currently located at 1717 Main Street, Third
Floor, Dallas, Texas   75201, on September 30, 2000, in lawful
money of the United States of America and immediately available
funds, an amount equal to the lesser of (a)  TEN MILLION AND NO/100
DOLLARS ($10,000,000.00), or (b)  the aggregate unpaid principal
amount of all Supplemental Loans made by Bank One to the Company
pursuant to the Loan Agreement, dated as of June 27, 1995, between
Bank One and the Company (as amended, modified or supplemented from
time to time in accordance with its terms, the "Loan Agreement").

    The Company further promises to pay interest (computed on the
basis of a 360-day year for the actual days elapsed) in like money
on the unpaid principal balance of this Note from time to time
outstanding at the annual rates provided in the Loan Agreement.
Interest shall be payable at the times and in the manner provided
in the Loan Agreement.

    All Supplemental Loans made by Bank One pursuant to the Loan
Agreement and all payments of the principal thereof shall be
endorsed by the holder of this Note on the schedule annexed hereto
(including any additional pages such holder may add to such
schedule), which endorsement shall constitute prima facie evidence
of the accuracy of the information so endorsed; provided, however,
that the failure of the holder of this Note to insert any date or
amount or other information on such schedule shall not in any
manner affect the obligation of the Company to repay the
Supplemental Loan in accordance with the terms of the Loan
Agreement.

    On and after the stated or any accelerated maturity hereof, this
Note shall bear interest until paid in full (whether before or
after the occurrence of any Event of Default described in Sections
9.1(g) and 9.1(h) of the Loan Agreement) at a rate of 2.5% per
annum in excess of the Prime Rate, payable on demand, but in no
event in excess of the maximum rate of interest permitted under
applicable law.  Such interest rate shall change when and as the
Prime Rate changes.

    This Note is the Supplemental Note referred to in the Loan
Agreement, is entitled to the benefits thereof and is subject to
optional and mandatory prepayment, in whole or in part, as provided
therein.  Reference is herein made to the Loan Agreement for the
rights of the holder to accelerate the unpaid balance hereof prior
to maturity.

    The Company hereby waives diligence, demand, presentment,
protest and notice of any kind, release, surrender or substitution
of security, or forbearance or other indulgence, without notice.

    This Note and all of the other Loan Documents are intended to be
performed in accordance with, and only to the extent permitted by,
all applicable usury laws.  If any provision hereof or of any of
the other Loan Documents or the application thereof to any person
or circumstance shall, for any reason and to any extent, be invalid
or unenforceable, neither the application of such provision to any
other person or circumstance nor the remainder of the instrument in
which such provision is contained shall be affected thereby and
shall be enforced to the greatest extent permitted by law.  It is
expressly stipulated and agreed to be the intent of Bank One at all
times to comply with the usury and other applicable laws now or
hereafter governing the interest payable on the Indebtedness
evidenced by this Note.  If the applicable law is ever revised,
repealed or interpreted so as to render usurious any amount called
for under this Note or any of the other Loan Documents, or
contracted for, charged, taken, reserved or received with respect
to the Indebtedness evidenced by this Note, or if Bank One's
exercise of the option to accelerate the maturity of this Note, or
if any prepayment by the Company results in the Company's having
paid any interest in excess of that permitted by law, then it is
the express intent of the Company and Bank One that all excess
amounts theretofore collected by Bank One be credited on the
principal balance of this Note (or, if this Note and all other
Indebtedness arising under or pursuant to the other Loan Documents
have been paid in full, refunded to the Company), and the
provisions of this Note and the other Loan Documents immediately be
deemed reformed and the amounts thereafter collectable hereunder
and thereunder reduced, without the necessity of the execution of
any new document, so as to comply with the then applicable law, but
so as to permit the recovery of the fullest amount otherwise called
for hereunder or thereunder. All sums paid, or agreed to be paid,
by the Company for the use, forbearance, detention, taking,
charging, receiving or reserving of the Indebtedness of the Company
to Bank One under this Note or arising under of pursuant to the
other Loan Documents shall, to the maximum 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 rate or amount of interest on account of such
Indebtedness does not exceed the usury ceiling from time to time in
effect and applicable to such Indebtedness for so long as such
Indebtedness is outstanding.  To the extent federal law permits
Bank One to contract for, charge, or receive a greater amount of
interest, Bank One will rely upon federal law instead of the Texas
Finance Code, for the purpose of determining the maximum rate or
amount.  Additionally, to the maximum extent permitted by
applicable law now or hereafter in effect, Bank One may, at its
option and from time to time, implement any other method of
computing the maximum rate under the Texas Finance Code, or under
other applicable law by giving notice, if required, to the Company
as provided by applicable law now or hereafter in effect.
Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Bank One to
accelerate the maturity of any interest that has accrued at the
time of such acceleration or to collect unearned interest at the
time of such acceleration.

    Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to them in the Loan Agreement.

    This Note may not be changed, modified, or terminated orally,
but only by an agreement in writing signed by the party to be
charged.

    IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS NOTE,
COMPANY WAIVES (TO THE EXTENT PERMITTED BY LAW) THE RIGHT TO A
TRIAL BY JURY, ALL RIGHTS OF SETOFF AND RIGHTS TO INTERPOSE
COUNTERCLAIMS AND CROSS-CLAIMS (UNLESS SUCH SETOFF, COUNTERCLAIM OR
CROSS-CLAIM COULD NOT, BY REASON OF ANY APPLICABLE FEDERAL OR STATE
PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER
ACTION) AND THE DEFENSES OF FORUM NON CONVENIENS AND IMPROPER
VENUE.  COMPANY HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND OF ANY FEDERAL
COURT LOCATED IN DALLAS, TEXAS, IN CONNECTION WITH ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.  THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW
AND SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF COMPANY AND
INURE TO THE BENEFIT OF BANK ONE AND ITS SUCCESSORS AND ASSIGNS.

    If any term or provision of this Supplemental Note shall be held
invalid, illegal or unenforceable, the validity of all other terms
and provisions herein shall in no way be affected thereby.

    This Note is the Supplemental Note described in that certain
Fifth Modification Agreement dated on even date herewith by and
between the Company and Bank One and is subject to the terms of
that Fifth Modification Agreement which specifies and applies
different or unique terms to this Note which are distinct from
other Revolving Credit Loans or Revolving Credit Notes defined or
described in the Loan Agreement.

    IN WITNESS WHEREOF, the Company has executed and delivered this
Note as of the date first written above.

    CEC ENTERTAINMENT, INC.



    By: ---------------------------------
    Name:   Larry G. Page
    Title:  Executive Vice President, Chief Financial
           Officer and Treasurer


STATE OF TEXAS       &
                     &
COUNTY OF DALLAS     &


    This instrument was acknowledged before me on January 10, 2000,
by Larry G. Page, Executive Vice President, Chief Financial Officer
and Treasurer of CEC ENTERTAINMENT, INC., a Kansas corporation, on
behalf of said corporation.

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     Notary Public, State of Texas
      (SEAL)


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     (Please Print Name of Notary)

     My Commission expires:

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