AMENDMENT NO. 2
                                       to
                LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND
                         LEASES AND SECURITY AGREEMENT,
                                 by and between
                             ITEC ATTRACTIONS, INC.
                                       and
                BANK OF AMERICA, N.A., formerly NationsBank, N.A.


         In  consideration  of their  mutual  agreements  herein  and for  other
sufficient  consideration,  the  receipt of which is hereby  acknowledged,  ITEC
Attractions,  Inc., a Nevada  corporation  (successor by merger to International
Tourist   Entertainment   Corporation,   a  U.S.  Virgin  Islands   corporation,
hereinafter  "Grantor") and Bank of America,  N.A., formerly NationsBank,  N.A..
("Beneficiary") agree as follows:

1.  Definitions.  The term  "Original Deed of Trust" means the Leasehold Deed of
Trust,  Assignment  of Rents and Leases and  Security  Agreement  dated March 9,
1998,  recorded  as  instrument  number  10740 in Book 351 Page 7803 of the real
estate records of Taney County,  Missouri,  as amended by Amendment to Leasehold
Deed of Trust, Assignment of Rents and Leases and Security Agreement dated as of
January 4, 2000,  recorded as instrument  number  ___________  in Book ____ Page
_______ of the real estate records of Taney County,  Missouri,  between  Grantor
and  Beneficiary  with respect to the property  more  particularly  described in
Exhibit B, attached  hereto.  The term "this  Amendment"  means this  Amendment.
Capitalized  terms  used and not  otherwise  defined  herein  have the  meanings
defined in the Original Deed of Trust.

2. Effective Date of this Amendment. This Amendment is effective as of July ___,
2000.

3.       Amendments to  Deed of Trust.

     3.1. The Original  Deed of Trust is hereby  amended by replacing the amount
"$600,000.00"  at the top of the first page with  "$5,000,000.00."  The Original
Deed of Trust is  hereby  amended  by  replacing  the  amount  "$600,000.00"  in
paragraph 29 with  "$5,000,000.00." All references in the Original Deed of Trust
to the "Amended and Restated  Revolving Note" shall be replaced with the "Second
Amended and Restated Revolving Note and the Note and Credit Agreement."

     3.2. The Original Deed of Trust is further amended by deleting  paragraph 2
in its entirety and replacing it with the following:

                  "2. Conveyance in Trust to Secure Obligations and Liabilities.
                  This  conveyance  is made in trust to secure the  payment  and
                  performance of the following:

                  The payment of (i) the principal sum of  $200,000.00  plus all
                  accrued interest to be paid pursuant to the provisions of that
                  certain  Second  Amended  and  Restated  Revolving  Note  (the
                  "Second Amended and Restated Revolving Note") dated as of July
                  ___, 2000, given by Grantor to Beneficiary,  and the principal
                  sum  of  $4,687,203  plus  all  accrued  interest  to be  paid
                  pursuant  to  the  provisions  of  that  certain  Amended  and
                  Restated Term Note and Credit  Agreement (the "Note and Credit
                  Agreement")  dated as of July ___,  2000,  given by Grantor to
                  Beneficiary,  (ii) any and all other sums due or to become due
                  under the Second Amended and Restated Revolving Note, the Note
                  and  Credit  Agreement,  this Deed of Trust or any other  Loan
                  Document, (iii) any future, further or subsequent advances and
                  readvances  of  principal  from  time to time  made  under the
                  Second  Amended  and  Restated  Revolving  Note,  the Note and
                  Credit Agreement,  this Deed of Trust or any of the other Loan
                  Documents,   (iv)  the   performance  of  all  of  the  terms,
                  covenants, conditions, agreements, obligations and liabilities
                  of Grantor  under this Deed of Trust,  the Second  Amended and
                  Restated  Revolving Note, the Note and Credit  Agreement,  any
                  deeds of trust or  mortgages in addition to this Deed of Trust
                  now,   before  or   hereafter   made  by   Grantor  to  secure
                  indebtedness of Grantor to Beneficiary or any portion thereof,
                  any    security    agreements,     supplemental    agreements,
                  undertakings,   instruments,   documents  or  other   writings
                  executed  by  Grantor as a  condition  to  advances  under the
                  Amended  and  Restated  Revolving  Note,  the Note and  Credit
                  Agreement,  or otherwise in  connection  with any extension of
                  credit to Grantor, all chattel mortgages,  pledges,  powers of
                  attorney, consents, assignments, notices, leases and financing
                  statements  heretofore,  now or  hereafter  executed  by or on
                  behalf  of  Grantor  or  any  other  Person  or  delivered  to
                  Beneficiary in connection with any  indebtedness of Grantor to
                  Beneficiary  and any  extensions,  renewals,  replacements  or
                  modifications  of any of the foregoing  and/or the Amended and
                  Restated Revolving Note, the Note and Credit Agreement, or any
                  other  document or instrument  executed or given by Grantor to
                  Beneficiary   in   connection   with  the   foregoing   ("Loan
                  Documents"), and (v) any obligations of Grantor to Beneficiary
                  or any  affiliate or  subsidiary  of  BankAmerica  Corporation
                  under  an  agreement  or   agreements   between   Grantor  and
                  Beneficiary  or any  affiliate or  subsidiary  of  BankAmerica
                  Corporation,  whenever  entered into, under which the exposure
                  of Grantor to  fluctuations  in interest  rates is effectively
                  limited, whether in the form of one or more interest rate cap,
                  collar,  or corridor  agreements,  interest rate swaps, or the
                  like,  or  options   therefor.   Hereinafter  the  term  "Loan
                  Obligations" shall mean all of the documents, indebtedness and
                  obligations of Grantor to Beneficiary referred to above.

                           Should  Grantor do and perform  all of the  covenants
                  and  agreements  herein  contained  and contained in the other
                  Loan  Documents  and make prompt and  complete  payment of the
                  Loan Obligations as the same become due and payable, then this
                  conveyance  becomes null and void and of no further  force and
                  effect,  and is to be  released  at the  expense of Grantor by
                  Trustee and Beneficiary or any subsequent holder hereof."

                                       2
<PAGE>

     3.3.  The  Original  Deed of Trust is  further  amended  by  replacing  the
description of the lease  contained in Exhibit A thereto with the description of
the leases contained in Exhibit A hereto.

     3.4. The Original  Deed of Trust is further  amended by replacing the legal
description  contained in Exhibit B thereto with the legal description contained
in Exhibit C hereto.

4. Grant of Additional Lien. Grantor hereby GRANTS,  BARGAINS AND SELLS, CONVEYS
AND CONFIRMS unto the Trustee the Leasehold Estate under the Lease (as that term
has been amended herein), which Lease affects all those plots, pieces or parcels
of land more particularly  described in Exhibit C hereto,  pursuant to the terms
of the Original Deed of Trust, as amended hereby.

5.  Reaffirmation.  Grantor  hereby  acknowledges  and  confirms  that except as
expressly  amended  hereby the Original  Deed of Trust remains in full force and
effect and is enforceable  against Grantor in accordance with its terms,  except
to the extent that the enforceability  thereof against Grantor may be limited by
bankruptcy,  insolvency or other laws affecting the  enforceability of creditors
rights generally or by equity principles of general application.

6. Representation.  Grantor hereby represents and warrants that its execution of
this Amendment has been duly authorized by the members of Grantor and is binding
on Grantor.

         IN WITNESS WHEREOF,  the parties hereunto set their hand as of the date
and year first above written.



                                             ITEC ATTRACTIONS, INC.

                                             By:_____________________________
                                             Name:___________________________
                                             Title:____________________________



                                             BANK OF AMERICA, N.A., formerly
                                             NationsBank, N.A.

                                             By:______________________________
                                             Name:____________________________
                                             Title:_____________________________

                                       3
<PAGE>



STATE OF MISSOURI         )
                          )  SS.
COUNTY OF ____________    )

         On   this   _____   day   of   July,    2000,    before   me   appeared
____________________  ________________, to me personally known, who, being by me
duly sworn did say that he is the  ________________  of ITEC  Attractions,  Inc.
(the  "Corporation")  and that the within instrument was signed on behalf of the
Corporation by authority of its board of directors,  and acknowledged the within
instrument to be the free act and deed of the Corporation.

         IN WITNESS WHEREOF,  I have hereunto set my hand and affixed my seal in
the County and State aforesaid, the day and year last above written.

         ---------------------------------------------------
         Notary Public within and for said County and State


My Commission Expires: ___________________________



STATE OF MISSOURI         )
                          )  SS.
COUNTY OF ____________    )

         On   this   _____   day   of   July,    2000,    before   me   appeared
____________________  ________________, to me personally known, who, being by me
duly sworn did say that he is the  ________________ of Bank of America,  N.A., a
national  banking  association,  and that the  within  instrument  was signed on
behalf of Bank of America,  N.A. by  authority  of its board of  directors,  and
acknowledged  the  within  instrument  to be the  free  act and  deed of Bank of
America, N.A.

         IN WITNESS WHEREOF,  I have hereunto set my hand and affixed my seal in
the County and State aforesaid, the day and year last above written.

         ---------------------------------------------------
         Notary Public within and for said County and State


My Commission Expires: ___________________________



                                       4

<PAGE>



                                    EXHIBIT A
                                    ---------

That certain  Ground Lease  Agreement  between  Treasure Lake RV Resort  Camping
Club, Inc., as Lessor, and International Tourist Entertainment  Corporation,  as
Lessee,  dated July 27,  1993,  as amended  from time to time,  and as otherwise
referred to and  recorded in Book 319,  page 2916 and Book 321,  page 633 in the
records of the Taney County, Missouri Recorder of Deeds.

That certain  Lease  Agreement  dated March 1, 1998 between  Treasure Lake R. V.
Resort Camping Club, Inc., as Lessor,  and International  Tourist  Entertainment
Corporation, as Lessee.

That certain Lease Agreement dated December 18, 1999 between Treasure Lake R. V.
Resort Camping Club, Inc., as Lessor,  and International  Tourist  Entertainment
Corporation, as Lessee.


                                       5
<PAGE>


                                    EXHIBIT B
                                    ---------

Original Leasehold Parcel No. 1

A parcel of land  located in the SE1/4 of the NW1/4 of Section  35,  Township 23
North, Range 22 West in Taney County,  Missouri,  more particularly described as
follows:  Commencing  at a 1/2" pin  found at the NW  corner of the SE1/4 of the
NW1/4 of Section 35,  Township 23 North,  Range 22 West;  thence South 00(0) 03'
16" West along the West line of the SE1/4 of the NW1/4 a distance of 706.83 feet
to a 1/2" iron pin  found on the North  right-of-way  of  Shepherd  of the Hills
Expressway;  thence  North 81(0) 09' 17" East a distance of 93.00 feet to a 1/2"
pin  LS2334  set on  the  North  right-of-way  line  of  Shepherd  of the  Hills
Expressway for a point of beginning;  thence North 05(0) 31' 05" West a distance
of 150.23  feet to a 1/2" pin  LS2334  set;  thence  North  35(0) 01' 25" East a
distance  of 148.21 feet to a 1/2" pin LS2334  set;  thence  North 84(0) 29' 14"
East a distance of 78.83 feet to a 1/2" pin LS2334 set;  thence  North 24(0) 28'
55" East a distance of 152.10 feet to a 1/2" pin LS2334 set;  thence North 20(0)
28' 49" West a distance  of 66.57 feet to a 1/2" pin LS2334  set;  thence  North
09(0) 28' 26" East a distance of 135.60  feet to a 1/2" pin LS2334  set;  thence
South  80(0) 31' 38" East a distance  of 293.46  feet to a 1/2" pin LS2334  set;
thence  South  08(0) 30' 30" East a distance  of 96.80 feet to a 1/2" pin LS2334
set;  thence  South  20(0) 31' 05" East a distance  of 160.73 feet to a 1/2" pin
LS2334 set;  thence  South 6(0) 10' 35" West a distance of 131.93 feet to a 1/2"
pin LS2334 set;  thence  South 08(0) 30' 30" East a distance of 128.48 feet to a
1/2"  pin  LS2334  set  at the  North  right-of-way  of  Shepherd  of the  Hills
Expressway and the beginning of a non-tangent  curve to the left having a radius
of 6705.89 feet, a central angle of 4(0) 57' 01" and a chord bearing South 84(0)
01' 57" West;  thence along said curve an arc length of 579.39 feet to the point
of beginning,  containing 5.54 acres, more or less.  Bearings are based upon the
West line of the  SE1/4 of the NW1/4 of  Section  35 being  South  00(0) 03' 16"
West.



                                       6


<PAGE>


                                    EXHIBIT C
                                    ---------

Original Leasehold Parcel No. 1
-------------------------------

A parcel of land  located in the SE1/4 of the NW1/4 of Section  35,  Township 23
North, Range 22 West in Taney County,  Missouri,  more particularly described as
follows:  Commencing  at a 1/2" pin  found at the NW  corner of the SE1/4 of the
NW1/4 of Section 35,  Township 23 North,  Range 22 West;  thence South 00(0) 03'
16" West along the West line of the SE1/4 of the NW1/4 a distance of 706.83 feet
to a 1/2" iron pin  found on the North  right-of-way  of  Shepherd  of the Hills
Expressway;  thence  North 81(0) 09' 17" East a distance of 93.00 feet to a 1/2"
pin  LS2334  set on  the  North  right-of-way  line  of  Shepherd  of the  Hills
Expressway for a point of beginning;  thence North 05(0) 31' 05" West a distance
of 150.23  feet to a 1/2" pin  LS2334  set;  thence  North  35(0) 01' 25" East a
distance  of 148.21 feet to a 1/2" pin LS2334  set;  thence  North 84(0) 29' 14"
East a distance of 78.83 feet to a 1/2" pin LS2334 set;  thence  North 24(0) 28'
55" East a distance of 152.10 feet to a 1/2" pin LS2334 set;  thence North 20(0)
28' 49" West a distance  of 66.57 feet to a 1/2" pin LS2334  set;  thence  North
09(0) 28' 26" East a distance of 135.60  feet to a 1/2" pin LS2334  set;  thence
South  80(0) 31' 38" East a distance  of 293.46  feet to a 1/2" pin LS2334  set;
thence  South  08(0) 30' 30" East a distance  of 96.80 feet to a 1/2" pin LS2334
set;  thence  South  20(0) 31' 05" East a distance  of 160.73 feet to a 1/2" pin
LS2334 set;  thence  South 6(0) 10' 35" West a distance of 131.93 feet to a 1/2"
pin LS2334 set;  thence  South 08(0) 30' 30" East a distance of 128.48 feet to a
1/2"  pin  LS2334  set  at the  North  right-of-way  of  Shepherd  of the  Hills
Expressway and the beginning of a non-tangent  curve to the left having a radius
of 6705.89 feet, a central angle of 4(0) 57' 01" and a chord bearing South 84(0)
01' 57" West;  thence along said curve an arc length of 579.39 feet to the point
of beginning,  containing 5.54 acres, more or less.  Bearings are based upon the
West line of the  SE1/4 of the NW1/4 of  Section  35 being  South  00(0) 03' 16"
West.

Lease Parcel No. 2 (Additional Parking)
---------------------------------------

A tract of land  situated  in the E1/2 of the NW1/4 of Section  35,  Township 23
North,  Range 22 West,  City of  Branson,  Taney  County,  Missouri,  being more
particularly described as follows:  Beginning at a 5/8" iron pin set by RLS 2190
marking the Northeast corner of the SE1/4 of the NW1/4 of said Section 35, being
the Northwest  corner of the Replat Commerce Park West Plat Book 22, at page 42,
a Commercial  Subdivision  plat recorded in Plat Book 26, at pages 76 through 79
of the records of Taney County, Missouri; thence North 89(0) 05' 52" West, along
the North  line of the  SE1/4 of the NW1/4 of said  Section  35, a  distance  of
616.85 feet to a point on the East line of proposed  parking lot for a New Point
of Beginning;  thence South 08(0) 03' 17" East, a distance of 28.96 feet; thence
South 81(0) 56' 43" West, a distance of 144.00 feet;  thence South 71(0) 44' 45"
West,  a distance of 20.40 feet;  thence North 80(0) 04' 26" West, a distance of
98.73 feet; thence South 09(0) 30' 57" West, a distance of 10.34 feet to a point
on the North line of the ITEC lease  property;  thence North 80(0) 46' 34" West,
along the North  line of the ITEC lease  property,  a  distance  of 27.35  feet;
thence  North 09(0) 55' 34" East,  a distance of 10.67 feet;  thence North 80(0)
04' 26" West,  a distance of 18.00  feet;  thence  North  09(0) 55' 34" East,  a
distance of 62.00 feet;  thence  South 80(0) 04' 26" East,  a distance of 117.00
feet,  thence  South 86(0) 56' 05" East,  a distance of 8.79 feet,  thence North
81(0) 56' 43" East, a distance of 162.00 feet;  thence South 08(0) 03' 17" East,
a distance of 33.04 feet; to the New Point of Beginning;  Containing  0.43 acres
of land, more or less.

                                       7

<PAGE>

Lease Parcel No. 3
------------------

A parcel of land  situated  in the N1/2 of the SE1/4 of the NW1/4 of Section 35,
Township  23  North,  Range  22  West,  in the city of  Branson,  Taney  County,
Missouri, being more particularly described as follows: Beginning at a 5/8" iron
pin set by RLS 2190 marking the Northeast corner of the SE1/4 of the NW1/4, said
point being the Northwest  corner of the Replat Commerce Park West Plat Book 22,
at page 42, a commercial  subdivision plat recorded in Plat Book 25, at pages 76
through 79 of the records of Taney County,  Missouri;  thence South 00(0) 05' 34
East along the West line of said Replat Commerce Park West Plat Book 22, at page
42, a distance of 538.60 feet to a point on the North  right-of-way  line of the
Shepherd  of the Hills  Expressway;  along the  North  right-of-way  line of the
Shepherd of the Hills Expressway as follows:  thence South 87(0) 34' 48" West, a
distance of 317.00 feet;  thence  Westerly along a 2.2228(0) curve to the right,
43.79 feet (said curve having a radius of 2455.00 feet);  thence South 88(0) 36'
07" West, a distance of 287.25 feet;  thence Westerly along a 1.6632(0) curve to
the left,  11.97 feet (said curve having a radius of 3445.00 feet) to a point on
the East  line of the ITEC  Property  Lease;  thence  North  08(0) 45' 26" West,
leaving the North  right-of-way line of the Shepherd of the Hills Expressway and
along the East line of the ITEC Property Lease, a distance of 109.84 feet to the
NEW  POINT OF  BEGINNING;  along  the East  line of the ITEC  Property  Lease as
follows:  thence  continuing North 08(0) 45' 26" West, a distance of 14.07 feet;
thence North 05(0) 55' 39" East,  a distance of 131.93 feet;  thence North 20(0)
46' 01" West,  a distance of 160.73  feet,  thence  North 08(0) 45' 26" West,  a
distance of 96.80 feet;  thence South 88(0) 34' 53" East,  leaving the East line
of the ITEC Property  Lease,  a distance of 101.49 feet;  thence South 20(0) 29'
32" East, a distance of 252.72 feet;  thence  Southerly along a 66.6230(0) curve
to the right,  125.18 feet (said curve  having a radius of 86.00  feet);  thence
South 62(0) 54' 26" West, a distance of 98.06 feet; thence Southwesterly along a
89.5247(0)  curve to the left,  1.13 feet (said  curve  having a radius of 64.00
feet) to the New Point of  Beginning;  containing  0.98  acres of land,  more or
less.


                                       8
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