AMENDMENT
                                       to
                               SECURITY AGREEMENT

This  Amendment to Security  Agreement is entered into and  effective as of July
__,  2000.  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 ("Debtor") and BANK OF AMERICA, N.A., formerly
Boatmen's Bank of Southern Missouri ("Secured Party") agree as follows:

1.  Definitions.  The term  "Original  Security  Agreement"  means the  Security
Agreement  between  Debtor and Secured Party dated July 30, 1993. The term "this
Amendment" means this Amendment to Security  Agreement.  Capitalized  terms used
and not  otherwise  defined  herein have the  meanings  defined in the  Original
Security Agreement.

2. Amendments to Security  Agreement.  The Original Security Agreement is hereby
amended as follows:

     2.1. Obligations  Secured.  Section 1 of the Original Security Agreement is
amended by deleting the first paragraph  thereof  (beginning with the words "FOR
VALUABLE  CONSIDERATION"  and ending with the words  "additions  and  accessions
thereto:" in its entirety and substituting the following in lieu thereof:

                  "FOR VALUABLE  CONSIDERATION,  the receipt and  sufficiency of
                  which is hereby acknowledged,  Debtor hereby grants to Secured
                  Party a security  interest in and assigns to Secured Party, as
                  collateral security to secure the performance and the payments
                  all  indebtedness  (whether  principal,   interest,  fees,  or
                  otherwise),  obligations  and liabilities of Debtor to Secured
                  Party and all of the Loan Obligations (as that term is defined
                  in that  certain  Amended  and  Restated  Term Note and Credit
                  Agreement  dated as of July ___,  2000,  as it may be amended,
                  restated,  extended,  renewed, replaced, or otherwise modified
                  from time to time, the "Note and Credit  Agreement"),  in each
                  case whether now existing or  hereafter  created,  absolute or
                  contingent,  direct or indirect,  joint or several, secured or
                  unsecured, due or not due, contractual or tortious, liquidated
                  or unliquidated,  arising by operation of law or otherwise, or
                  acquired  by  Secured  Party  outright,  conditionally  or  as
                  collateral security from another, including but not limited to
                  the  obligation of Debtor to repay future  advances by Secured
                  Party,  whether or not made pursuant to commitment and whether
                  or not presently  contemplated by Debtor and Secured Party and
                  (to the  extent  permitted  by law) all  costs  of  collection
                  thereof,   the   following   described   property   of  Debtor
                  (hereinafter sometimes referred to as the "Collateral"), and
                  all   proceeds   (including   but  not  limited  to  insurance
                  proceeds), increases,  replacements,  additions and accessions
                  thereto:".
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     2.2.  Representations  and Covenants  Regarding  Disposition of Collateral.
Section 3(c) of the Original  Security  Agreement is hereby  amended by deleting
the words "except in connection  with the offer and sale of Debtor's  debentures
or other debt in a principal  amount not to exceed  Three  Million  Five Hundred
Thousand Dollars ($3,500,000)".

     2.3. Representations and Covenants Regarding Insurance. Section 3(e) of the
Original  Security  Agreement  is hereby  amended by  replacing  the words "Loan
Agreement  between  Debtor and Secured Party dated July 30, 1993" with the words
"Note and Credit Agreement".

     2.4. Conflict Between Agreements. The Original Security Agreement is hereby
amended by inserting the following new Section 9:

                  "9.  Conflicts.  In the event of a direct  and  irreconcilable
                  conflict  between the terms of this Agreement and the terms of
                  the  Note  and  Credit  Agreement,  the  terms of the Note and
                  Credit Agreement shall control."

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

         IN WITNESS WHEREOF,  this Amendment has been executed as of the day and
year first above written.

"Debtor"

ITEC ATTRACTIONS, INC.

By:___________________________________
Name:_________________________________
Title:__________________________________

"Secured Party"

BANK OF AMERICA, N.A., formerly Boatmen's Bank of
Southern Missouri

By:___________________________________
Name:_________________________________
Title:__________________________________


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