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                                                                  Exhibit 4.71


                          TRADEMARK SECURITY AGREEMENT


                  This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as
of March 31, 1998, is made by DISCOVERY ZONE LICENSING, INC., a Nevada
corporation ("Obligor"), in favor of FOOTHILL CAPITAL CORPORATION, a California
corporation, ("Foothill").

                                    RECITALS

                  A. Discovery Zone, Inc., a Delaware corporation ("Borrower")
and Foothill are, contemporaneously herewith, entering into that certain Loan
and Security Agreement, of even date herewith (as amended, restated, modified,
renewed or extended from time to time, the "Loan Agreement"), pursuant to which
Foothill has agreed to make certain financial accommodations to Borrower.

                  B. Obligor, Discovery Zone (Canada) Limited, a corporation
organized under the laws of Canada, and Discovery Zone (Puerto Rico), Inc., a
corporation organized under the laws of the commonwealth of Puerto Rico (each a
"Guarantor", collectively "Guarantors"), have executed that certain General
Continuing Guaranty, of even date herewith, in favor of Foothill (the
"Guaranty").

                  C. The Guarantors and Foothill have entered into that certain
Security Agreement, of even date herewith (as amended, restated, modified,
renewed or extended from time to time, the "Security Agreement"), pursuant to
which each Guarantor has granted to Foothill a security interest in (among other
things) all of the general intangibles of such Guarantor.

                  D. Pursuant to the Security Agreement, and as one of the
conditions precedent to the obligations of Foothill under the Loan Agreement,
Obligor has agreed to execute and deliver this Agreement to Foothill for filing
with the PTO and with any other relevant recording systems in any domestic
jurisdiction, and as further evidence of and to effectuate Foothill's existing
security interests in the trademarks and other general intangibles described
herein.

                                   ASSIGNMENT

                  NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Obligor hereby agrees in favor of
Foothill as follows:

                  1.       Definitions; Interpretation.

                           (a) Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings:



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                  "Event of Default" shall have the meaning ascribed thereto in
the Security Agreement.

                  "Lien" means any pledge, security interest, assignment, charge
or encumbrance, lien (statutory or other), or other preferential arrangement
(including any agreement to give any security interest).

                  "Obligor" shall have the meaning ascribed to such term in the
introductory paragraph of this Agreement.

                  "Proceeds" means whatever is receivable or received from or
upon the sale, lease, license, collection, use, exchange or other disposition,
whether voluntary or involuntary, of any Trademark Collateral, including
"proceeds" as defined at UCC Section 9-306, all insurance proceeds and all
proceeds of proceeds. Proceeds shall include (i) any and all accounts, chattel
paper, instruments, general intangibles, cash and other proceeds, payable to or
for the account of Obligor, from time to time in respect of any of the Trademark
Collateral, (ii) any and all proceeds of any insurance, indemnity, warranty or
guaranty payable to or for the account of Obligor from time to time with respect
to any of the Trademark Collateral, (iii) any and all claims and payments (in
any form whatsoever) made or due and payable to Obligor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Trademark Collateral by any Person acting
under color of governmental authority, and (iv) any and all other amounts from
time to time paid or payable under or in connection with any of the Trademark
Collateral or for or on account of any damage or injury to or conversion of any
Trademark Collateral by any Person.

                  "PTO" means the United States Patent and Trademark Office and
any successor thereto.

                  "Secured Obligations" means all liabilities, obligations, or
undertakings owing by Obligor to Foothill of any kind or description arising out
of or outstanding under, advanced or issued pursuant to, or evidenced by the
Guaranty, any other Loan Document heretofore, herewith, or hereafter executed by
Obligor, or this Agreement, irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due,
voluntary or involuntary, whether now existing or hereafter arising, and
including all interest (including interest that accrues after the filing of a
case under the Bankruptcy Code) and any and all costs, fees (including attorneys
fees), and expenses which Obligor is required to pay pursuant to any of the
foregoing, by law, or otherwise.

                  "Trademark Collateral" has the meaning set forth in Section 2.

                  "Trademarks" has the meaning set forth in Section 2.


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                  "UCC" means the Uniform Commercial Code as in effect from time
to time in the State of New York.

                  "United States" and "U.S." each mean the United States of
America.

                           (b) Terms Defined in UCC. Where applicable and except
as otherwise defined herein, terms used in this Agreement shall have the
meanings assigned to them in the UCC.

                           (c) Interpretation. In this Agreement, except to the
extent the context otherwise requires:

                                    (i) Any reference to a Section or a Schedule
                  is a reference to a section hereof, or a schedule hereto,
                  respectively, and to a subsection or a clause is, unless
                  otherwise stated, a reference to a subsection or a clause of
                  the Section or subsection in which the reference appears.

                                    (ii) The words "hereof," "herein," "hereto,"
                  "hereunder" and the like mean and refer to this Agreement as a
                  whole and not merely to the specific Section, subsection,
                  paragraph or clause in which the respective word appears.

                                    (iii) The meaning of defined terms shall be
                  equally applicable to both the singular and plural forms of
                  the terms defined.

                                    (iv) The words "including," "includes" and
                  "include" shall be deemed to be followed by the words "without
                  limitation."

                                    (v) References to agreements and other
                  contractual instruments shall be deemed to include all
                  subsequent amendments and other modifications thereto.

                                    (vi) References to statutes or regulations
                  are to be construed as including all statutory and regulatory
                  provisions consolidating, amending or replacing the statute or
                  regulation referred to.

                                    (vii) Any captions and headings are for
                  convenience of reference only and shall not affect the
                  construction of this Agreement.

                                    (viii) Capitalized words not otherwise
                  defined herein shall have the respective meanings assigned to
                  them in the Loan Agreement.


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                                    (ix) In the event of a direct conflict
                  between the terms and provisions of this Agreement and the
                  Loan Agreement, it is the intention of the parties hereto that
                  both such documents shall be read together and construed, to
                  the fullest extent possible, to be in concert with each other.
                  In the event of any actual, irreconcilable conflict that
                  cannot be resolved as aforesaid, the terms and provisions of
                  the Loan Agreement shall control and govern; provided,
                  however, that the inclusion herein of additional obligations
                  on the part of Obligor and supplemental rights and remedies in
                  favor of Foothill (whether under federal law or applicable New
                  York law), in each case in respect of the Trademark
                  Collateral, shall not be deemed a conflict with the Loan
                  Agreement.

                           2.   Security Interest.

                                (a) Assignment and Grant of Security Interest.
         To secure the Secured Obligations, Obligor hereby grants, assigns,
         transfers and conveys to Foothill a continuing security interest in all
         of Obligor's right, title and interest in and to the following
         property, whether now existing or hereafter acquired or arising and
         whether registered or unregistered (collectively, the "Trademark
         Collateral"):

                                    (i) all state (including common law),
                  federal trademarks, service marks and trade names, corporate
                  names, company names, business names, fictitious business
                  names, trade styles, trade dress, logos, other source or
                  business identifiers, designs and general intangibles of like
                  nature, now existing or hereafter adopted or acquired,
                  together with and including all licenses therefor held by
                  Obligor (unless otherwise prohibited by any license or related
                  licensing agreement under circumstances where the granting of
                  the security interest would have the effect under applicable
                  law of terminating or permitting termination of the license
                  for breach (unless the licensor has consented to such grant or
                  waived such termination remedy)), and all registrations and
                  recordings thereof, and all applications filed or to be filed
                  in connection therewith, including registrations and
                  applications in the PTO, any State of the United States and
                  all extensions or renewals thereof, including without
                  limitation any of the foregoing identified on Schedule A
                  hereto (as the same may be amended, modified or supplemented
                  from time to time), and the right (but not the obligation) to
                  register claims under any state or federal trademark law or
                  regulation and to apply for, renew and extend any of the same,
                  to sue or bring opposition or cancellation proceedings in the
                  name of Obligor or in the name of Foothill for past, present
                  or future infringement or unconsented use thereof, and all
                  rights arising therefrom throughout the world (collectively,
                  the "Trademarks");

                                    (ii) all claims, causes of action and rights
                  to sue for past, present or future infringement or unconsented
                  use of any Trademarks and all rights arising therefrom and
                  pertaining thereto;

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                                    (iii) all general intangibles related to or
                  arising out of any of the Trademarks and all the goodwill of
                  Obligor's business symbolized by the Trademarks or associated
                  therewith; and

                                    (iv) all products and Proceeds of any and
                  all of the foregoing.

                                (b) Continuing Security Interest. Obligor agrees
         that this Agreement shall create a continuing security interest in the
         Trademark Collateral which shall remain in effect until terminated in
         accordance with Section 17.

                                (c) Incorporation into Security Agreement. This
         Agreement shall be fully incorporated into the Security Agreement and
         all understandings, agreements and provisions contained in the Security
         Agreement shall be fully incorporated into this Agreement. Without
         limiting the foregoing, the Trademark Collateral described in this
         Agreement shall constitute part of the Collateral in the Security
         Agreement.

                           3. Further Assurances; Appointment of Foothill as
         Attorney-in-Fact. Obligor at its expense shall execute and deliver, or
         cause to be executed and delivered, to Foothill any and all documents
         and instruments, in form and substance reasonably satisfactory to
         Foothill, and take any and all action, which Foothill may reasonably
         request from time to time, to perfect and continue perfected, maintain
         the priority of or provide notice of Foothill's security interest in
         the Trademark Collateral and to accomplish the purposes of this
         Agreement. Foothill shall have the right, in the name of Obligor, or in
         the name of Foothill or otherwise, without notice to or assent by
         Obligor, and Obligor hereby irrevocably constitutes and appoints
         Foothill (and any of Foothill's officers or employees or agents
         designated by Foothill) as Obligor's true and lawful attorney-in-fact
         with full power and authority, (i) to sign the name of Obligor on all
         or any of such documents or instruments and perform all other acts that
         Foothill reasonably deems necessary or advisable in order to perfect or
         continue perfected, maintain the priority or enforceability of or
         provide notice of Foothill's security interest in, the Trademark
         Collateral, and (ii) to execute any and all other documents and
         instruments, and to perform any and all acts and things for and on
         behalf of Obligor, which Foothill reasonably may deem necessary or
         advisable to maintain, preserve and protect the Trademark Collateral
         and to accomplish the purposes of this Agreement, including (A) after
         the occurrence and during the continuance of any Event of Default, to
         defend, settle, adjust or institute any action, suit or proceeding with
         respect to the Trademark Collateral, (B) to assert or retain any rights
         under any license agreement for any of the Trademark Collateral, and
         (C) after the occurrence and during the continuance of any Event of
         Default, to execute any and all applications, documents, papers and
         instruments for Foothill to use the Trademark Collateral, to grant or
         issue any exclusive or non-exclusive license with respect to any
         Trademark Collateral, and to assign, convey or otherwise transfer title
         in or dispose of the Trademark Collateral. The power of attorney set
         forth in this Section 3, being coupled

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         with an interest, is irrevocable so long as this Agreement shall not
         have terminated in accordance with Section 17.

                           4. Representations and Warranties. Obligor represents
         and warrants to Foothill, in each case to the best of its knowledge,
         information, and belief, as follows:

                                (a) No Other Trademarks. Schedule A sets forth,
         as of the Closing Date, a true and correct list of all of the existing
         Trademarks that are registered, or for which any application for
         registration has been filed with the PTO or any corresponding or
         similar trademark office of any other U.S. jurisdiction, and that are
         owned or held (whether pursuant to a license or otherwise) and used by
         Obligor.

                                (b) Trademarks Subsisting. Each of the
         Trademarks listed in Schedule A is subsisting and has not been adjudged
         invalid or unenforceable, in whole or in part, and, to the best of
         Obligor's knowledge, each of the Trademarks is valid and enforceable.

                                (c) Ownership of Trademark Collateral; No
         Violation. (i) Obligor has rights in and good and defensible title to
         the existing Trademark Collateral (excluding "The Cage" and "The Art
         Factory", as to which Obligor may or may not have defensible title),
         (ii) with respect to the Trademark Collateral shown on Schedule A
         hereto as owned by it, Obligor is the sole and exclusive owner thereof,
         free and clear of any Liens and rights of others (other than the
         security interest created hereunder and other than Permitted Liens),
         including licenses, registered user agreements and covenants by Obligor
         not to sue third persons, and (iii) with respect to any Trademarks for
         which Obligor is either a licensor or a licensee pursuant to a license
         or licensee agreement regarding such Trademark, each such license or
         licensing agreement is in full force and effect, Obligor is not in
         default of any of its obligations thereunder and, other than the
         parties to such licenses or licensing agreements, no other Person has
         any rights in or to any of the Trademark Collateral. To the best of
         Obligor's knowledge, the past, present and contemplated future use of
         the Trademark Collateral by Obligor has not, does not and will not
         infringe upon or violate any right, privilege or license agreement of
         or with any other Person.

                                (d) No Infringement. To the best of Obligor's
         knowledge, no material infringement or unauthorized use presently is
         being made of any of the Trademark Collateral by any Person.

                                (e) Powers. Obligor has the unqualified right,
         power and authority to pledge and to grant to Foothill a security
         interest in all of the Trademark Collateral pursuant to this Agreement,
         and to execute, deliver and perform its obligations in accordance with
         the terms of this Agreement, without the consent or approval of any
         other Person except as already obtained.

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                           5. Covenants. So long as any of the Secured
         Obligations remain unsatisfied, Obligor agrees that it will comply with
         all of the covenants, terms and provisions of this Agreement, the
         Security Agreement and the other Loan Documents, and Obligor will
         promptly give Foothill written notice of the occurrence of any event
         that could have a material adverse effect on any of the Trademarks or
         the Trademark Collateral, including any petition under the Bankruptcy
         Code filed by or against any licensor of any of the Trademarks for
         which Obligor is a licensee.

                           6. Future Rights. For so long as any of the Secured
         Obligations shall remain outstanding, or, if earlier, until Foothill
         shall have released or terminated, in whole but not in part, its
         interest in the Trademark Collateral, if and when Obligor shall obtain
         rights to any new Trademarks, or any reissue, renewal or extension of
         any Trademarks, the provisions of Section 2 shall automatically apply
         thereto and Obligor shall give to Foothill prompt notice thereof.
         Obligor shall do all things reasonably deemed necessary or advisable by
         Foothill to ensure the validity, perfection, priority and
         enforceability of the security interests of Foothill in such future
         acquired Trademark Collateral. Obligor hereby authorizes Foothill to
         modify, amend or supplement the Schedules hereto and to re-execute this
         Agreement from time to time on Obligor's behalf and as its
         attorney-in-fact to include any future Trademarks which are or become
         Trademark Collateral and to cause such re-executed Agreement or such
         modified, amended or supplemented Schedules to be filed with the PTO.

                           7. Foothill's Duties. Notwithstanding any provision
         contained in this Agreement, Foothill shall have no duty to exercise
         any of the rights, privileges or powers afforded to it and shall not be
         responsible to Obligor or any other Person for any failure to do so or
         delay in doing so. Except for the accounting for moneys actually
         received by Foothill hereunder or in connection herewith, Foothill
         shall have no duty or liability to exercise or preserve any rights,
         privileges or powers pertaining to the Trademark Collateral.

                           8. Remedies. From and after the occurrence and during
         the continuation of an Event of Default, Foothill shall have all rights
         and remedies available to it under the Security Agreement and
         applicable law (which rights and remedies are cumulative) with respect
         to the security interests in any of the Trademark Collateral or any
         other Collateral. Obligor agrees that such rights and remedies include
         the right of Foothill as a secured party to sell or otherwise dispose
         of its Collateral after default, pursuant to UCC Section 9-504. Obligor
         agrees that Foothill shall at all times have such royalty-free
         licenses, to the extent permitted by law, for any Trademark Collateral
         that is reasonably necessary to permit the exercise of any of
         Foothill's rights or remedies upon or after the occurrence of (and
         during the continuance of) an Event of Default with respect to (among
         other things) any tangible asset of Obligor in which Foothill has a
         security interest, including Foothill's rights to sell inventory,
         tooling or packaging which is acquired by Obligor (or its successor,
         assignee or trustee in bankruptcy). In addition to and without

                                        7

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         limiting any of the foregoing, upon the occurrence and during the
         continuance of an Event of Default, Foothill shall have the right but
         shall in no way be obligated to bring suit, or to take such other
         action as Foothill deems necessary or advisable, in the name of Obligor
         or Foothill, to enforce or protect any of the Trademark Collateral, in
         which event Obligor shall, at the request of Foothill, do any and all
         lawful acts and execute any and all documents required by Foothill in
         aid of such enforcement. To the extent that Foothill shall elect not to
         bring suit to enforce such Trademark Collateral, Obligor, in the
         exercise of its reasonable business judgment, agrees to use all
         reasonable measures and its diligent efforts, whether by action, suit,
         proceeding or otherwise, to prevent the infringement, misappropriation
         or violation thereof by others and for that purpose agrees diligently
         to maintain any action, suit or proceeding against any Person necessary
         to prevent such infringement, misappropriation or violation.

                           9. Binding Effect. This Agreement shall be binding
         upon, inure to the benefit of and be enforceable by Obligor and
         Foothill and their respective successors and assigns.

                           10. Notices. All notices and other communications
         hereunder shall be in writing and shall be mailed, sent or delivered in
         accordance with the Guaranty.

                           11. Governing Law. This Agreement shall be governed
         by, and construed and enforced in accordance with, the federal laws of
         the United States of America and the laws of the State of New York.

                           12. Entire Agreement; Amendment. This Agreement,
         together with the Schedules hereto, contains the entire agreement of
         the parties with respect to the subject matter hereof and supersedes
         all prior drafts and communications relating to such subject matter.
         Neither this Agreement nor any provision hereof may be modified,
         amended or waived except by the written agreement of the parties as
         provided in the Guaranty. Notwithstanding the foregoing, Foothill may
         re-execute this Agreement or modify, amend or supplement the Schedules
         hereto as provided in Section 6 hereof.

                           13. Severability. If one or more provisions contained
         in this Agreement shall be invalid, illegal or unenforceable in any
         respect in any jurisdiction or with respect to any party, such
         invalidity, illegality or unenforceability in such jurisdiction or with
         respect to such party shall, to the fullest extent permitted by
         applicable law, not invalidate or render illegal or unenforceable any
         such provision in any other jurisdiction or with respect to any other
         party, or any other provisions of this Agreement.

                           14. Counterparts. This Agreement may be executed in
         any number of counterparts and by different parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which taken together shall constitute but one and
         the same agreement.

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                           15. Security Agreement. Obligor acknowledges that the
         rights and remedies of Foothill with respect to the security interest
         in the Trademark Collateral granted hereby are more fully set forth in
         the Security Agreement and all such rights and remedies are cumulative.

                           16. No Inconsistent Requirements. Obligor
         acknowledges that this Agreement and the other Loan Documents may
         contain covenants and other terms and provisions variously stated
         regarding the same or similar matters, and Obligor agrees that all such
         covenants, terms and provisions are cumulative and all shall be
         performed and satisfied in accordance with their respective terms. To
         the extent of any conflict between the provisions of this Agreement and
         the Loan Agreement, however, the provisions of the Loan Agreement shall
         govern.

                           17. Termination. Upon the payment in full of the
         Secured Obligations, including the cash collateralization, expiration,
         or cancellation of all Secured Obligations, if any, consisting of
         letters of credit, and the full and final termination of any commitment
         to extend any financial accommodations under the Loan Agreement, this
         Agreement shall terminate, and Foothill shall execute and deliver such
         documents and instruments and take such further action reasonably
         requested by Obligor, at Obligor's expense, as shall be necessary to
         evidence termination of the security interest granted by Obligor to
         Foothill hereunder, including cancellation of this Agreement by written
         notice from Foothill to the PTO.


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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
         Agreement, as of the date first above written.


                           DISCOVERY ZONE LICENSING, INC.,
                           a Nevada corporation



                           By:     /s/ Robert Rooney
                                ------------------------------------------------
                           Title:  Senior Vice President-Chief Financial Officer


                           FOOTHILL CAPITAL CORPORATION,
                           a California corporation



                           By:     /s/ Brian Duffy
                                ------------------------------------------------
                           Title:  AVP


                                       10

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         STATE OF CALIFORNIA          )
                                      ) ss
         COUNTY OF LOS ANGELES        )


                  On March 31, 1998, before me, Lena Ricci Prodan, Notary
         Public, personally appeared Robert G. Rooney, personally known to me
         (or proved to me on the basis of satisfactory evidence) to be the
         person(s) whose name(s) is/are subscribed to the within instrument and
         acknowledged to me that he/she/they executed the same in his/her/their
         authorized capacity(ies), and that by his/her/their signature(s) on the
         instrument the person(s), or the entity upon behalf of which the
         person(s) acted, executed the instrument.

                  WITNESS my hand and official seal.


                                     /s/ Lena Ricci Prodan
                                    ----------------------------
                                    Signature

         [SEAL]





<PAGE>


         STATE OF CALIFORNIA          )
                                      ) ss
         COUNTY OF LOS ANGELES        )


                  On March 31, 1998, before me, Lena Ricci Prodan, Notary
         Public, personally appeared Brian G. Duffy, personally known to me (or
         proved to me on the basis of satisfactory evidence) to be the person(s)
         whose name(s) is/are subscribed to the within instrument and
         acknowledged to me that he/she/they executed the same in his/her/their
         authorized capacity(ies), and that by his/her/their signature(s) on the
         instrument the person(s), or the entity upon behalf of which the
         person(s) acted, executed the instrument.

                  WITNESS my hand and official seal.


                                     /s/ Lena Ricci Prodan
                                    -------------------------
                                    Signature

         [SEAL]