10(i)
                        AMENDMENT NO. 1 TO THE
               AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                  BY AND BETWEEN RICHARD M. FRANK AND
                       SHOWBIZ PIZZA TIME, INC.



         This Amendment No. 1 (the "Amendment") is executed as of this 19th
day of July,1996, by and between Richard M. Frank ("Employee") and
ShowBiz Pizza Time, Inc., a Kansas corporation ("Employer").


                               RECITALS:

         WHEREAS, on April 14, 1993, Employee and Employer entered into that
certain Amended and Restated Employment Agreement, which was effective
as of January 2, 1993 (the "Agreement"), whereby the Employee agreed to
serve as Chairman of the Board and Chief Executive Officer of the
Employer through the last day of the fiscal year of the Employer ending
on or about December 31, 1977; and

          WHEREAS, pursuant to the terms of said Agreement, Employee was
granted 414,508 shares of common stock of the Employer under the
Employer's Stock Grant Plan, such grant to vest at a rate of 20,725
shares for each fiscal quarter of the Employer during the term of the
Agreement, except for 20,733 shares that would vest on the last day of
the fiscal quarter of the Employer ending on or about December 31, 1997;
and

         WHEREAS, pursuant to an instrument dated March 31, 1995, the
Employee forfeited 60,000 shares of the Employer's common stock that had
not yet vested pursuant to the grant made under the Agreement, such
forfeiture to occur in increments of 5,000 shares per calendar quarter
commencing on March 31, 1995 and running through the remaining term of
the Agreement; and

         WHEREAS, Employer desires to amend said Agreement to provide
extended health benefit coverage for Employee and his family beyond the
term of the Agreement; and

         WHEREAS, Employee is willing to reduce the monthly automobile
allowance he is entitled to under the Agreement by an amount of Four
Hundred Dollars ($400.00) per month:

                               AGREEMENT

         NOW, THEREFORE, in consideration of the reduction in Employee's
monthly automobile allowance, together with the above-mentioned
forfeiture of 60,000 shares of common stock of the Employer that were
unvested under the Agreement and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Agreement is hereby amended in the following respects:


         (1)  Paragraph 8 is hereby amended to read as follows:

                   "18. Automobile.  Employer shall pay to Employee the
         sum of Nine Hundred Dollars ($900.00) 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."


         (2)  A new paragraph 27 is added to read as follows:

              "27. Continuation of Health Benefit Coverage.  Upon the
         termination of Employee's employment for any reason, including
         a termination due to the expiration of the Initial Term of
         this Agreement or any renewal thereof, Employer shall provide
         Employee and his family the health, medical, hospitalization
         and dental insurance coverage and/or cost reimbursement
         benefits set forth in Section 11 hereof, for a period not to
         exceed the earlier of (i) five (5) years or (ii) the date on
         which Employee and his family become covered under a policy or
         plan paid for by a new employer of Employee providing
         substantially similar coverage and benefits.  In the event
         Employee's employment terminates and this Section 27 becomes
         effective, and thereafter Employee dies while the benefits
         provided herein are still in effect, such benefits shall
         continue for Employee's family until five (5) years have
         passed following his termination of employment.  The benefits
         set forth under this Section 27 shall be provided in addition
         to any other payments, benefits or compensation, if any, to
         which Employee, his estate or his designated beneficiary is
         entitled due to his termination of employment as set forth in
         this Agreement."



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         IN WITNESS WHEREOF, the parties have executed this Amendment No.
         1 effective as of August 1, 1996.
              EMPLOYER:
              SHOWBIZ PIZZA TIME, INC.
              By:/s/ Michael H. Magusiak
              EMPLOYEE:
              By:/s/ Richard M. Frank
              Richard M. Frank



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