<PAGE>

                           GENERAL CONTINUING GUARANTY


                  THIS GENERAL CONTINUING GUARANTY ("Guaranty"), dated as of
March 31, 1998, is executed and delivered by each of the undersigned
Subsidiaries of Discovery Zone, Inc. (each a "Guarantor" and collectively
"Guarantors"), in favor of Foothill Capital Corporation, a California
corporation ("Guarantied Party"), in light of the following:

                  WHEREAS, Debtor and Guarantied Party are, contemporaneously
herewith, entering into the Loan Agreement; and

                  WHEREAS, in order to induce Guarantied Party to extend
financial accommodations to Debtor pursuant to the Loan Agreement, and in
consideration thereof, and in consideration of any loans or other financial
accommodations heretofore or hereafter extended by Guarantied Party to Debtor,
whether pursuant to the Loan Agreement or otherwise, each Guarantor has agreed,
jointly and severally, to guaranty the Guarantied Obligations.

                  NOW, THEREFORE, in consideration of the foregoing, each
Guarantor hereby agrees, in favor of Guarantied Party, as follows:

                  1.       Definitions and Construction.

                           (a) Definitions. Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed to them in the
Loan Agreement. The following terms, as used in this Guaranty, shall have the
following meanings:

                                    "Debtor" shall mean Discovery Zone, Inc., a
Delaware corporation.

                                    "Guarantied Obligations" shall mean: (a) the
due and punctual payment of the principal of, and interest (including, any and
all interest which, but for the application of the provisions of the Bankruptcy
Code, would have accrued on such amounts) on, and premium, if any, on the
Indebtedness owed by Debtor to Guarantied Party pursuant to the terms of the
Loan Documents; and (b) the due and punctual payment of all other present or
future Indebtedness owing by Debtor to Guarantied Party.

                                    "Guarantied Party" shall have the meaning
set forth in the preamble to this Guaranty.

                                    "Guarantor" shall have the meaning set forth
in the preamble to this Guaranty.



<PAGE>



                                    "Guarantors" shall have the meaning set
forth in the preamble to this Guaranty.

                                    "Guaranty" shall have the meaning set forth
in the preamble to this Guaranty.

                                    "Indebtedness" shall mean any and all
obligations, indebtedness, or liabilities of any kind or character owed by
Debtor to Guarantied Party and arising directly or indirectly out of or in
connection with the Loan Agreement or the other Loan Documents, including all
such obligations, indebtedness, or liabilities, whether for principal, interest
(including any and all interest which, but for the application of the provisions
of the Bankruptcy Code, would have accrued on such amounts), premium,
reimbursement obligations, fees, costs, expenses (including attorneys fees), or
indemnity obligations, whether heretofore, now, or hereafter made, incurred, or
created, whether voluntarily or involuntarily made, incurred, or created,
whether secured or unsecured (and if secured, regardless of the nature or extent
of the security), whether absolute or contingent, liquidated or unliquidated, or
determined or indeterminate, whether Debtor is liable individually or jointly
with others, and whether recovery is or hereafter becomes barred by any statute
of limitations or otherwise becomes unenforceable for any reason whatsoever,
including any act or failure to act by Guarantied Party.

                                    "Loan Agreement" shall mean that certain
Loan and Security Agreement, dated as of March 31, 1998, entered into between
Debtor and Guarantied Party.

                           (b) Construction. Unless the context of this Guaranty
clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the part includes the whole, the
terms "include" and "including" are not limiting, and the term "or" has the
inclusive meaning represented by the phrase "and/or." The words "hereof,"
"herein," "hereby," "hereunder," and other similar terms refer to this Guaranty
as a whole and not to any particular provision of this Guaranty. Any reference
in this Guaranty to any of the following documents includes any and all
alterations, amendments, restatements, extensions, modifications, renewals, or
supplements thereto or thereof, as applicable: the Loan Agreement; this
Guaranty; and the other Loan Documents. Neither this Guaranty nor any
uncertainty or ambiguity herein shall be construed or resolved against
Guarantied Party or the Guarantors, whether under any rule of construction or
otherwise. On the contrary, this Guaranty has been reviewed by each Guarantor,
Guarantied Party, and their respective counsel, and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of Guarantied Party and the Guarantors.

                  2. Guarantied Obligations. Each Guarantor hereby irrevocably
and unconditionally guaranties to Guarantied Party, as and for its own debt,
until final and indefeasible payment thereof has been made, (a) the payment of
the Guarantied Obligations, in each case when and as the same shall become due
and payable, whether at maturity, pursuant to a mandatory prepayment
requirement, by acceleration, or otherwise; it being the intent of each
Guarantor that

                                        2

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the guaranty set forth herein shall be a guaranty of payment and not a guaranty
of collection; and (b) the punctual and faithful performance, keeping,
observance, and fulfillment by Debtor of all of the agreements, conditions,
covenants, and obligations of Debtor contained in the Loan Agreement, and under
each of the other Loan Documents.

                  3. Continuing Guaranty. This Guaranty includes Guarantied
Obligations arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the Guarantied
Obligations, changing the interest rate, payment terms, or other terms and
conditions thereof, or creating new or additional Guarantied Obligations after
prior Guarantied Obligations have been satisfied in whole or in part. To the
maximum extent permitted by law, each Guarantor hereby waives any right to
revoke this Guaranty as to future Indebtedness. If such a revocation is
effective notwithstanding the foregoing waiver, each Guarantor acknowledges and
agrees that (a) no such revocation shall be effective until written notice
thereof has been received by Guarantied Party, (b) no such revocation shall
apply to any Guarantied Obligations in existence on such date (including any
subsequent continuation, extension, or renewal thereof, or change in the
interest rate, payment terms, or other terms and conditions thereof), (c) no
such revocation shall apply to any Guarantied Obligations made or created after
such date to the extent made or created pursuant to a legally binding commitment
of Guarantied Party in existence on the date of such revocation, (d) no payment
by any Guarantor, Debtor, or from any other source, prior to the date of such
revocation shall reduce the maximum obligation of each Guarantor hereunder, and
(e) any payment by Debtor or from any source other than such Guarantor
subsequent to the date of such revocation shall first be applied to that portion
of the Guarantied Obligations as to which the revocation is effective and which
are not, therefore, guarantied hereunder, and to the extent so applied shall not
reduce the maximum obligation of such Guarantor hereunder.

                  4. Performance Under this Guaranty. In the event that Debtor
fails to make any payment of any Guarantied Obligations, on or before the due
date thereof, or if Debtor shall fail to perform, keep, observe, or fulfill any
other obligation referred to in clause (b) of Section 2 hereof in the manner
provided in the Loan Agreement or the other Loan Documents, as applicable, each
Guarantor immediately shall cause such payment to be made or each of such
obligations to be performed, kept, observed, or fulfilled.

                  5. Primary Obligations. This Guaranty is a primary and
original obligation of each Guarantor, is not merely the creation of a surety
relationship, and is an absolute, unconditional, and continuing guaranty of
payment and performance which shall remain in full force and effect without
respect to future changes in conditions. Each Guarantor agrees that it is
directly, jointly and severally with any other guarantor of the Guarantied
Obligations, liable to Guarantied Party, that the obligations of each Guarantor
hereunder are independent of the obligations of Debtor or any other guarantor,
and that a separate action may be brought against each Guarantor, whether such
action is brought against Debtor or any other guarantor or whether Debtor or any
other guarantor is joined in such action. Each Guarantor agrees that its
liability hereunder shall be immediate and shall not be contingent upon the
exercise or enforcement by

                                        3

<PAGE>



Guarantied Party of whatever remedies it may have against Debtor or any other
guarantor, or the enforcement of any lien or realization upon any security
Guarantied Party may at any time possess. Each Guarantor agrees that any release
which may be given by Guarantied Party to Debtor or any other guarantor shall
not release such Guarantor. Each Guarantor consents and agrees that Guarantied
Party shall be under no obligation to marshal any property or assets of Debtor
or any other guarantor in favor of such Guarantor, or against or in payment of
any or all of the Guarantied Obligations.

                  6.       Waivers.

                           (a) To the fullest extent permitted by applicable
law, each Guarantor hereby waives: (i) notice of acceptance hereof; (ii) notice
of any loans or other financial accommodations made or extended under the Loan
Agreement, or the creation or existence of any Guarantied Obligations; (iii)
notice of the amount of the Guarantied Obligations, subject, however, to such
Guarantor's right to make inquiry of Guarantied Party to ascertain the amount of
the Guarantied Obligations at any reasonable time; (iv) notice of any adverse
change in the financial condition of Debtor or of any other fact that might
increase such Guarantor's risk hereunder; (v) notice of presentment for payment,
demand, protest, and notice thereof as to any instrument among the Loan
Documents; (vi) notice of any unmatured Event of Default or Event of Default
under the Loan Agreement; and (vii) all other notices (except if such notice is
specifically required to be given to such Guarantor under this Guaranty or any
other Loan Documents to which such Guarantor is a party) and demands to which
such Guarantor might otherwise be entitled.

                           (b) To the fullest extent permitted by applicable
law, each Guarantor waives the right by statute or otherwise to require
Guarantied Party to institute suit against Debtor or to exhaust any rights and
remedies which Guarantied Party has or may have against Debtor. In this regard,
each Guarantor agrees that it is bound to the payment of each and all Guarantied
Obligations, whether now existing or hereafter arising, as fully as if such
Guarantied Obligations were directly owing to Guarantied Party by such
Guarantor. Each Guarantor further waives any defense arising by reason of any
disability or other defense (other than the defense that the Guarantied
Obligations shall have been fully and finally performed and indefeasibly paid)
of Debtor or by reason of the cessation from any cause whatsoever of the
liability of Debtor in respect thereof.

                           (c) To the fullest extent permitted by applicable
law, each Guarantor hereby waives: (i) any rights to assert against Guarantied
Party any defense (legal or equitable), set-off, counterclaim, or claim which
such Guarantor may now or at any time hereafter have against Debtor or any other
party liable to Guarantied Party; (ii) any defense, set-off, counterclaim, or
claim, of any kind or nature, arising directly or indirectly from the present or
future lack of perfection, sufficiency, validity, or enforceability of the
Guarantied Obligations or any security therefor; (iii) any defense arising by
reason of any claim or defense based upon an election of remedies by Guarantied
Party including any defense based upon an election of remedies by Guarantied
Party under the provisions of ss.ss. 580d and 726 of the California Code of
Civil

                                        4

<PAGE>



Procedure, or any similar law of California or any other jurisdiction; (iv) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement thereof, and any act which shall defer or delay the
operation of any statute of limitations applicable to the Guarantied Obligations
shall similarly operate to defer or delay the operation of such statute of
limitations applicable to such Guarantor's liability hereunder.

                           (d) Until such time as all of the Guarantied
Obligations have been fully, finally, and indefeasibly paid in full in cash: (i)
each Guarantor hereby waives and postpones any right of subrogation such
Guarantor has or may have as against Debtor with respect to the Guarantied
Obligations; (ii) in addition, each Guarantor hereby waives and postpones any
right to proceed against Debtor or any other Person, now or hereafter, for
contribution, indemnity, reimbursement, or any other suretyship rights and
claims (irrespective of whether direct or indirect, liquidated or contingent),
with respect to the Guarantied Obligations; and (iii) in addition, each
Guarantor also hereby waives and postpones any right to proceed or to seek
recourse against or with respect to any property or asset of Debtor.

                           (e) If any of the Guarantied Obligations at any time
are secured by a mortgage or deed of trust upon real property, Guarantied Party
may elect, in its sole discretion, upon a default with respect to the Guarantied
Obligations, to foreclose such mortgage or deed of trust judicially or
nonjudicially in any manner permitted by law, before or after enforcing this
Guaranty, without diminishing or affecting the liability of each Guarantor
hereunder. Each Guarantor understands that (a) by virtue of the operation of
California's antideficiency law applicable to nonjudicial foreclosures, an
election by Guarantied Party nonjudicially to foreclose such a mortgage or deed
of trust probably would have the effect of impairing or destroying rights of
subrogation, reimbursement, contribution, or indemnity of such Guarantor against
Debtor or other guarantors or sureties, and (b) absent the waiver given by each
Guarantor herein, such an election would estop Guarantied Party from enforcing
this Guaranty against each Guarantor. Understanding the foregoing, and
understanding that each Guarantor is hereby relinquishing a defense to the
enforceability of this Guaranty, each Guarantor hereby waives any right to
assert against Guarantied Party any defense to the enforcement of this Guaranty,
whether denominated "estoppel" or otherwise, based on or arising from an
election by Guarantied Party nonjudicially to foreclose any such mortgage or
deed of trust. Each Guarantor understands that the effect of the foregoing
waiver may be that such Guarantor may have liability hereunder for amounts with
respect to which such Guarantor may be left without rights of subrogation,
reimbursement, contribution, or indemnity against Debtor or other guarantors or
sureties. Each Guarantor also agrees that the "fair market value" provisions of
Section 580a of the California Code of Civil Procedure shall have no
applicability with respect to the determination of such Guarantor's liability
under this Guaranty.

                           (f) WITHOUT LIMITING THE GENERALITY OF ANY OTHER
WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR HEREBY
WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL
BENEFITS OR DEFENSES ARISING DIRECTLY

                                        5

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OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE ss.ss.
2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2847,
2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL PROCEDURE ss.ss. 580a, 580b,
580c, 580d, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.

                (g) WITHOUT LIMITING THE GENERALITY OF ANY OTHER
WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR WAIVES ALL
RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE GUARANTIED
PARTY, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE
WITH RESPECT TO SECURITY FOR A GUARANTIED OBLIGATION, HAS DESTROYED SUCH
GUARANTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE DEBTOR BY THE
OPERATION OF SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR
OTHERWISE.

                  7. Releases. Each Guarantor consents and agrees that, without
notice to or by such Guarantor and without affecting or impairing the
obligations of such Guarantor hereunder, Guarantied Party may, by action or
inaction, compromise or settle, extend the period of duration or the time for
the payment, or discharge the performance of, or may refuse to, or otherwise not
enforce, or may, by action or inaction, release all or any one or more parties
to, any one or more of the terms and provisions of the Loan Agreement or any of
the other Loan Documents or may grant other indulgences to Debtor in respect
thereof, or may amend or modify in any manner and at any time (or from time to
time) any one or more of the Loan Agreement or any of the other Loan Documents,
or may, by action or inaction, release or substitute any other guarantor, if
any, of the Guarantied Obligations, or may enforce, exchange, release, or waive,
by action or inaction, any security for the Guarantied Obligations or any other
guaranty of the Guarantied Obligations, or any portion thereof.

                  8. No Election. Guarantied Party shall have the right to seek
recourse against each Guarantor to the fullest extent provided for herein and no
election by Guarantied Party to proceed in one form of action or proceeding, or
against any party, or on any obligation, shall constitute a waiver of Guarantied
Party's right to proceed in any other form of action or proceeding or against
other parties unless Guarantied Party has expressly waived such right in
writing. Specifically, but without limiting the generality of the foregoing, no
action or proceeding by Guarantied Party under any document or instrument
evidencing the Guarantied Obligations shall serve to diminish the liability of
each Guarantor under this Guaranty except to the extent that Guarantied Party
finally and unconditionally shall have realized indefeasible payment by such
action or proceeding.

                  9. Indefeasible Payment. The Guarantied Obligations shall not
be considered indefeasibly paid for purposes of this Guaranty unless and until
all payments to Guarantied Party are no longer subject to any right on the part
of any person whomsoever, including Debtor, Debtor as a debtor in possession, or
any trustee (whether appointed under the Bankruptcy Code or

                                        6

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otherwise) of Debtor's assets to invalidate or set aside such payments or to
seek to recoup the amount of such payments or any portion thereof, or to declare
same to be fraudulent or preferential. In the event that, for any reason, all or
any portion of such payments to Guarantied Party is set aside or restored,
whether voluntarily or involuntarily, after the making thereof, the obligation
or part thereof intended to be satisfied thereby shall be revived and continued
in full force and effect as if said payment or payments had not been made and
each Guarantor shall be liable for the full amount Guarantied Party is required
to repay plus any and all costs and expenses (including attorneys fees) paid by
Guarantied Party in connection therewith.

                  10. Financial Condition of Debtor. Each Guarantor represents
and warrants to Guarantied Party that it is currently informed of the financial
condition of Debtor and of all other circumstances which a diligent inquiry
would reveal and which bear upon the risk of nonpayment of the Guarantied
Obligations. Each Guarantor further represents and warrants to Guarantied Party
that it has read and understands the terms and conditions of the Loan Agreement
and the other Loan Documents. Each Guarantor hereby covenants that it will
continue to keep itself informed of Debtor's financial condition, the financial
condition of other guarantors, if any, and of all other circumstances which bear
upon the risk of nonpayment or nonperformance of the Guarantied Obligations.

                  11. Subordination. Each Guarantor hereby agrees that any and
all present and future indebtedness of Debtor owing to such Guarantor is
postponed in favor of and subordinated to payment, in full, in cash, of the
Guarantied Obligations. In this regard, no payment of any kind whatsoever shall
be made with respect to such indebtedness until the Guarantied Obligations have
been indefeasibly paid in full.

                  12. Payments; Application. All payments to be made hereunder
by each Guarantor shall be made in lawful money of the United States of America
at the time of payment, shall be made in immediately available funds, and shall
be made without deduction (whether for taxes or otherwise) or offset. All
payments made by each Guarantor hereunder shall be applied as follows: first, to
all reasonable costs and expenses (including attorneys fees) incurred by
Guarantied Party in enforcing this Guaranty or in collecting the Guarantied
Obligations; second, to all accrued and unpaid interest, premium, if any, and
fees owing to Guarantied Party constituting Guarantied Obligations; and third,
to the balance of the Guarantied Obligations.

                  13. Attorneys Fees and Costs. Each Guarantor agrees to pay, on
demand, all reasonable attorneys fees and all other reasonable costs and
expenses which may be incurred by Guarantied Party in the enforcement of this
Guaranty or in any way arising out of, or consequential to the protection,
assertion, or enforcement of the Guarantied Obligations (or any security
therefor), irrespective of whether suit is brought.

                  14. Notices. Unless otherwise specifically provided in this
Guaranty, any notice or other communication relating to this Guaranty or any
other agreement entered into in connection therewith shall be in writing and
shall be personally delivered or sent by registered or

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certified mail, postage prepaid, return receipt requested, or by prepaid telex,
TWX, telefacsimile, or telegram (with messenger delivery specified) to each
Guarantor or to Guarantied Party, as the case may be, at its addresses set forth
below:




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If to Guarantors:                    Discovery Zone (Canada) Limited
                                     c/o Discovery Zone, Inc.
                                     565 Taxter Road, Fifth Floor
                                     Elmsford, New York 10523
                                     Attn:  Robert G. Rooney
                                     Fax No. 914.345.4516

                                     Discovery Zone (Puerto Rico), Inc.
                                     c/o Discovery Zone, Inc.
                                     565 Taxter Road, Fifth Floor
                                     Elmsford, New York 10523
                                     Attn:  Robert G. Rooney
                                     Fax No. 914.345.4516

                                     Discovery Zone Licensing, Inc.
                                     c/o Discovery Zone, Inc.
                                     565 Taxter Road, Fifth Floor
                                     Elmsford, New York 10523
                                     Attn:  Robert G. Rooney
                                     Fax No. 914.345.4516

with a copy to:                      SHERMAN & STERLING
                                     599 Lexington Avenue
                                     New York, New York 10022
                                     Attn:  Stephen T. Giove, Esq.
                                     Fax No.  212.848.7179

If to Guarantied Party:              Foothill Capital Corporation
                                     11111 Santa Monica Boulevard, Suite 1500
                                     Los Angeles, California 90025-3333
                                     Attn:  Business Finance Division Manager
                                     Telecopy No.:  (310) 575-3435

with a copy to:                      Brobeck, Phleger & Harrison
                                     550 South Hope Street
                                     Los Angeles, California 90071
                                     Attn:  John Francis Hilson, Esq.
                                     Telecopy No.:  (213) 745-3345


                  The parties hereto may change the address at which they are to
receive notices hereunder, by notice in writing in the foregoing manner given to
the other. All notices or demands sent in accordance with this Section 14, other
than notices by Guarantied Party in

                                        9

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connection with Sections 9-504 or 9-505 of the Code, shall be deemed received on
the earlier of the date of actual receipt or three (3) calendar days after the
deposit thereof in the mail. Each Guarantor acknowledges and agrees that notices
sent by Guarantied Party in connection with Sections 9-504 or 9-505 of the Code
shall be deemed sent when deposited in the mail or transmitted by telefacsimile
or other similar method set forth above.

                  15. Cumulative Remedies. No remedy under this Guaranty, under
the Loan Agreement, or any other Loan Document is intended to be exclusive of
any other remedy, but each and every remedy shall be cumulative and in addition
to any and every other remedy given under this Guaranty, under the Loan
Agreement, or any other Loan Document, and those provided by law. No delay or
omission by Guarantied Party to exercise any right under this Guaranty shall
impair any such right nor be construed to be a waiver thereof. No failure on the
part of Guarantied Party to exercise, and no delay in exercising, any right
under this Guaranty shall operate as a waiver thereof; nor shall any single or
partial exercise of any right under this Guaranty preclude any other or further
exercise thereof or the exercise of any other right.

                  16. Severability of Provisions. Any provision of this Guaranty
which is prohibited or unenforceable under applicable law shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

                  17. Entire Agreement; Amendments. This Guaranty constitutes
the entire agreement between the Guarantors and Guarantied Party pertaining to
the subject matter contained herein. This Guaranty may not be altered, amended,
or modified, nor may any provision hereof be waived or noncompliance therewith
consented to, except by means of a writing executed by both the Guarantors and
Guarantied Party. Any such alteration, amendment, modification, waiver, or
consent shall be effective only to the extent specified therein and for the
specific purpose for which given. No course of dealing and no delay or waiver of
any right or default under this Guaranty shall be deemed a waiver of any other,
similar or dissimilar, right or default or otherwise prejudice the rights and
remedies hereunder.

                  18. Successors and Assigns. This Guaranty shall be binding
upon each Guarantor and its successors and assigns and shall inure to the
benefit of the successors and assigns of Guarantied Party; provided, however,
such Guarantor shall not assign this Guaranty or delegate any of its duties
hereunder without Guarantied Party's prior written consent and any unconsented
to assignment shall be absolutely void. In the event of any assignment or other
transfer of rights by Guarantied Party, the rights and benefits herein conferred
upon Guarantied Party shall automatically extend to and be vested in such
assignee or other transferee.

                  19. No Third Party Beneficiary. This Guaranty is solely for
the benefit of Guarantied Party and its successors and assigns and may not be
relied on by any other Person.

                  20. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER


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                THE VALIDITY OF THIS GUARANTY, ITS CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

                THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK, OR AT THE SOLE OPTION OF GUARANTIED PARTY, IN ANY OTHER COURT IN WHICH
GUARANTIED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF THE
GUARANTORS AND GUARANTIED PARTY WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION 20.

                  EACH OF THE GUARANTORS AND GUARANTIED PARTY HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS. EACH GUARANTOR AND GUARANTIED PARTY REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.



                                       11

<PAGE>


                  IN WITNESS WHEREOF, the undersigned have executed and
delivered this Guaranty as of the date first written above.



                               DISCOVERY ZONE (CANADA) LIMITED,
                               a corporation organized under the laws of Canada



                               By  /s/ Robert Rooney
                                   ---------------------------------------
                               Title: Vice President


                               DISCOVERY ZONE (PUERTO RICO), INC.,
                               a Puerto Rico corporation



                               By  /s/ Robert Rooney
                                   ---------------------------------------
                               Title: Vice President


                               DISCOVERY ZONE LICENSING, INC.,
                               a Nevada corporation



                               By  /s/ Robert Rooney
                                   ---------------------------------------
                               Title: Vice President

                                       S-1