AMENDED AND RESTATED TERM NOTE AND CREDIT AGREEMENT

                             THIS IS NOT A NOVATION

$4,676,203.00                                              Springfield, Missouri
                                                                  July ___, 2000


For value received, ITEC ATTRACTIONS,  INC., a Nevada corporation,  successor by
merger to International Tourist Entertainment Corporation, a U.S. Virgin Islands
corporation  (Borrower),  promises to pay to the order of BANK OF AMERICA, N.A.,
formerly  NationsBank,  N.A., formerly The Boatmen's National Bank of St. Louis,
or any other  Person who becomes a holder (in any case,  Lender) of this Amended
and Restated  Term Note and Credit  Agreement  (as it may be amended,  restated,
extended,  renewed, replaced, or otherwise modified from time to time, this Note
and Credit Agreement), the principal sum of $4,676,203 or so much thereof as has
been  advanced to  Borrower  as provided  herein,  together  with  interest,  as
follows:

         Accrued  interest under this Note and Credit Agreement shall be due and
         payable  on the first day of each month  commencing  August 1, 2000 and
         continuing through and including the Maturity Date, and on demand after
         the Maturity Date if any principal remains outstanding on this Note and
         Credit Agreement after the Maturity Date.  Principal  outstanding under
         this Note and  Credit  Agreement  shall be due and  payable  in monthly
         installments  commencing April 1, 2001, and continuing on the first day
         of each month thereafter until June 30, 2013 (the Maturity Date),  each
         in the  amounts  described  in  Attachment  A hereto.  All  outstanding
         principal and accrued,  unpaid  interest  thereon is due and payable in
         full  on  the  Maturity  Date.  Amounts  repaid  hereunder  may  not be
         reborrowed.

         Interest on the outstanding  principal  balance of this Note and Credit
         Agreement  shall  accrue at the Prime Rate plus or minus the Prime Rate
         Increment determined as provided herein. The Prime Rate Increment shall
         be determined  by Lender on the date hereof and shall be  re-determined
         annually  thereafter  from the following  table based upon the ratio of
         (a) EBITDA to (b) Debt Service (the Debt  Service  Coverage  Ratio) for
         the fiscal year then most  recently  ended as reflected  in  Borrower's
         Financial Statements for such fiscal year:

         If the Debt Service  Coverage  Ratio               The Prime Rate
         is:                                                Increment shall be:
         -------------------------------------              --------------------

         Greater than or equal to 2.0 to 1.0                 Minus 0.25%

         Less  than  2.0 to 1.0  and  greater                Zero
         than or equal to 1.5 to 1.0

         Less than 1.5 to 1.00                               Plus 0.25%

         The Prime Rate Increment shall remain in effect until  re-determined as
         provided  herein.  Any change in the Prime Rate Increment  shall become
         applicable on the first day following the day when Borrower delivers to
         Lender its Financial Statements for its fiscal year most recently ended
         as  required  herein.  If  Borrower  does not  deliver  such  Financial
         Statements to Lender  within the period  required  herein,  the highest
         possible  Prime Rate Increment  shall become  applicable as of the last
         day of such period and shall remain  applicable until Borrower delivers
         such Financial Statements to Lender.

<PAGE>

         After  maturity of this Note and Credit  Agreement or, at the option of
         Lender,  upon the occurrence of any Event of Default,  all  outstanding
         principal and, to the extent  permitted by law,  interest accrued under
         this Note and Credit  Agreement,  shall bear  interest at the rate that
         would otherwise apply plus 4%.

Both  principal  and  interest are payable in Dollars in  immediately  available
funds to Lender at Bank of America,  N.A.,  2940 South  Glenstone,  Springfield,
Missouri  65804,  or at such  other  address  of which  Lender  gives  notice to
Borrower.  Lender may debit against checking account no. 220111012388 maintained
with Lender by Borrower (or any successor account to such account) the amount of
each payment hereunder on the date due.

If any payment of principal or interest due on this Note and Credit Agreement is
payable on a day other than a Business  Day,  then such payment shall be made on
the next  Business  Day,  and the amount of such  payment,  in such case,  shall
include all interest accrued to the date of actual payment;  provided,  however,
that if the next  succeeding  Business  Day would be in the  following  calendar
month, such payment shall instead be due on the immediately  preceding  Business
Day.

Borrower  may prepay  the  principal  amount of this Note and  Credit  Agreement
without  penalty  or  premium  wholly  at any time or in part from time to time.
Borrower  will make a prepayment on or before June 30 of each year in the amount
by which Borrower's cash balance exceeded $1,000,000 as of May 31 of such year.

On the date  hereof,  Lender  will make an advance to  Borrower in the amount of
$3,176,810 for the sole purpose of  restructuring  the existing  Indebtedness of
Borrower to Lender under loan number  5059710-0001.  Lender will make additional
advances  thereafter as provided herein to finance the construction of three new
theaters  and  additional  parking  related  thereto and the  remodeling  of the
restaurant  area adjacent to the  theaters.  The date and amount of each advance
hereunder and all payments from  Borrower  under this Note and Credit  Agreement
will be recorded in the records that Lender normally  maintains for this type of
transaction.  The failure to record,  or any error in  recording,  such payments
shall not, however,  affect the obligation of Borrower to make payments strictly
as required under this Note and Credit Agreement. Borrower shall have the burden
of proving that Lender's records are not correct.

Advances after the date hereof may be made in Lender's  commercially  reasonable
discretion,  and Lender  shall have no liability to Borrower or any other Person
for refusing to make any such  subsequent  advance.  Without  limiting  Lender's
commercially reasonable discretion to make or refuse to make subsequent advances
hereunder,  no advance will be made which would result in the amount outstanding
hereunder  exceeding  the face  amount of this  Note and  Credit  Agreement,  no
advances will be made at any time a Default has occurred and is continuing,  and
no advance  will be made after  March 31,  2001.  Lender  may,  however,  in its
absolute  discretion make such advances,  but shall not be obligated to make any
such advances thereafter.

Borrower  may request an advance at any time,  but not more often than once each
Business Day, by submitting a request  therefor to Lender.  Every request for an
advance shall be irrevocable.  A request for an advance  received by Lender on a
day that is not a Business  Day or that is  received  by Lender  after 1:00 p.m.
(St.  Louis time) on a Business Day shall be treated as having been  received by
Lender prior to 1:00 p.m. (St.  Louis time) on the next Business Day. No advance
will be made  unless it is in an amount  greater  than or equal to  $20,000  and
unless it is a whole  multiple  of $5,000.  Each  request  for an advance  shall
constitute a  certification  by Borrower  that (i) there is no Default which has
occurred and is continuing,  and (ii) the  representations and warranties herein
and in the other Loan Documents are true as if made on the date of such advance.

<PAGE>

Borrower  agrees that Lender may, in its sole and absolute  discretion,  advance
the entire  unadvanced  portion of this Note and Credit Agreement to Borrower on
March 31, 2001.

Representations and Warranties
------------------------------

Borrower  represents  and warrants to Lender (and all such  representations  and
warranties,  as made or  deemed  made as of a  particular  time,  shall  survive
execution  of  each of the  Loan  Documents  and the  making  of  every  advance
hereunder,  and may be relied upon by Lender as being true and correct as of the
date when made or deemed  made until all of the Loan  Obligations  are fully and
indefeasibly  paid),  except as otherwise  disclosed to Lender in the Disclosure
Schedule attached hereto as Attachment B (the Disclosure Schedule), as follows:

         1. Borrower is a corporation duly organized and validly existing in the
         state of its  organization,  and is  qualified to do business and is in
         good standing in every state where the nature or extent of its business
         or properties  require it to be so qualified,  except where the failure
         to so qualify will not have a Material Adverse Effect. Borrower has the
         power and authority to own its  properties and carry on its business as
         now being conducted.

         2. The  execution  and delivery of this Note and Credit  Agreement  has
         been duly  authorized by proper  corporate  proceedings and constitutes
         the valid and binding obligation of Borrower.  No consent,  approval or
         authorization  of, or  declaration  or filing  with,  any  Governmental
         Authority,  and  no  consent  of  any  other  Person,  is  required  in
         connection with Borrower's  execution,  delivery or performance of this
         Note and Credit Agreement, except for those already duly obtained.

         3.  This  Note and  Credit  Agreement  has been  executed  on behalf of
         Borrower by a Person duly authorized to do so.

         4. This Note and Credit  Agreement  constitutes  the  legal,  valid and
         binding  obligation  of  Borrower,   enforceable  against  Borrower  in
         accordance with its terms, except to the extent that the enforceability
         thereof  against  Borrower  may be limited by  bankruptcy,  insolvency,
         reorganization,  moratorium or similar laws affecting creditors' rights
         generally or by equitable principles of general application.

         5. The  execution,  delivery,  and  performance of this Note and Credit
         Agreement will not violate, conflict with or constitute a default under
         any law, rule, regulation,  order, judgment,  organizational documents,
         indenture, instrument, or agreement by which Borrower is bound.

         6.  Borrower is not a party to or bound by any  Contract nor is subject
         to any provision in the Charter  Documents of Borrower which would,  if
         performed by Borrower,  result in a Default or Event of Default  either
         immediately or within the reasonably foreseeable future.

         7. There is no pending or, to Borrower's  knowledge,  threatened  union
         organization or recognition  effort,  strike,  work stoppage,  material
         unfair labor practice claim or other material labor dispute  against or
         affecting  Borrower  or its  employees  which has had or is  reasonably
         likely to have a Material Adverse Effect.

         8. There are no pending or threatened  Material  Proceedings  involving
         Borrower.  None of the  operations  of Borrower  are the subject of any
         judicial or administrative complaint,  order or proceeding alleging the
         violation of any applicable  Environmental  Law. None of the operations
         of  Borrower  are the  subject  of  investigation  by any  Governmental
         Authority  regarding the improper  transportation,  storage,  disposal,

<PAGE>

         generation or release into the  environment of any Hazardous  Material,
         the results of which are reasonably  likely to have a Material  Adverse
         Effect.

         9. All Material Licenses have been obtained or exist for Borrower.

         10.  Other than in the ordinary  course of business  and in  accordance
         with  all  applicable  Laws,  Borrower  has  not  and  to the  best  of
         Borrower's  knowledge,  no other Person,  has at any time  transported,
         stored,  disposed of, generated or released any Hazardous  Materials on
         the surface,  below the surface,  or within the  boundaries of any real
         property  owned or operated by  Borrower or any  improvements  thereon.
         Borrower has no knowledge  of any  Hazardous  Materials on the surface,
         below the surface,  or within the boundaries of any real property owned
         or  operated  by  Borrower  or any  improvements  thereon,  except such
         Hazardous  Materials  as may be  located on such real  property  in the
         ordinary course of business and in accordance with all applicable Laws.
         No property  of Borrower is subject to a Security  Interest in favor of
         any  Governmental  Authority for any liability under any  Environmental
         Law or damages  arising  from or costs  incurred  by such  Governmental
         Authority in response to a spill of release of Hazardous Materials into
         the environment.

         11. There is no  litigation  or  proceeding  pending or, to  Borrower's
         knowledge, threatened against or affecting Borrower or any circumstance
         existing which would in any manner adversely affect the  enforceability
         of this Note and Credit Agreement or the ability of Borrower to perform
         its obligations under this Note and Credit Agreement.

         12.  Borrower is in compliance  with all  applicable  statutes,  rules,
         regulations,  orders, judgments and decrees of Governmental Authorities
         which, if enforced, may have a Material Adverse Effect on Borrower.

         13.  Borrower  has no  Affiliates  who are not  individuals  and has no
         Subsidiaries.

         14. Borrower is not engaged and will not engage,  principally or as one
         of its important  activities,  in the business of extending  credit for
         the purpose of purchasing or carrying  margin stock (within the meaning
         of Regulation U). None of the  transactions  contemplated  by this Note
         and Credit Agreement will violate Regulations T, U or X of the FRB.

         15. The  financial  statements  of  Borrower as of March 31,  2000,  as
         delivered  to  Lender by  Borrower  are  complete  and  correct  in all
         material  respects,  have been  prepared in accordance  with GAAP,  and
         fairly reflect the financial condition,  results of operations and cash
         flows of Borrower as of the date and for the periods stated therein.

         16.  Since March 31,  2000,  nothing has  occurred  which has had or is
         reasonably likely to have a Material Adverse Effect.

         17. Borrower has no Indebtedness except Permitted Indebtedness.

         18. Borrower has no Indirect Obligations.

         19.  Borrower  has no  Investments  other than loans to employees in an
         aggregate amount not exceeding $25,000 outstanding at any time.

         20. All  Pension  Benefit  Plans  maintained  by  Borrower  or an ERISA
         Affiliate of Borrower  qualify under Section 401 of the Code and are in
         compliance with the provisions of ERISA.

<PAGE>

         21. Neither  Borrower nor any ERISA  Affiliate of Borrower  maintains a
         Welfare  Benefit  Plan  that has a  liability  which,  if  enforced  or
         collected,  is  reasonably  likely to have a Material  Adverse  Effect.
         Borrower  and each ERISA  Affiliate  of  Borrower  has  complied in all
         material respects with the applicable  requirements of Section 4980B of
         the Code pertaining to continuation coverage as mandated by COBRA.

         22.  Neither  Borrower  nor any  ERISA  Affiliate  of  Borrower  has an
         obligation to provide any Person with any medical,  life insurance,  or
         similar  benefit  following such Person's  retirement or termination of
         employment (or to such Person's beneficiary subsequent to such Person's
         death),  including  obligations  under  COBRA,  which  if  enforced  or
         collected, is reasonably likely to have a Material Adverse Effect.

         23. Borrower has good and marketable or merchantable  title to all real
         and personal  property  purported to be owned by it or reflected in the
         Financial Statements, except for personal property sold in the ordinary
         course of business  after the date of the Financial  Statements.  There
         are no Security  Interests on any of the property purported to be owned
         by  Borrower,  including  the  Collateral,  except  Permitted  Security
         Interests.  Each tangible item of Collateral which is personal property
         purported to be owned by Borrower shall be in good operating  condition
         and repair and suitable for the use to which it is  customarily  put by
         its owner.

         24. No  information,  certification  or report  submitted  to Lender by
         Borrower  pursuant  to this  Note and  Credit  Agreement  contains  any
         material  misstatement of fact or omits to state a material fact or any
         fact necessary to make the information not misleading.

         25. No  default,  or event  which with the giving of notice or lapse of
         time or both  would be a default  exists  under  this  Note and  Credit
         Agreement or any other  agreement or instrument to which  Borrower is a
         party or an obligor.

         26.  Borrower has filed all required  federal and local tax returns and
         paid all taxes due  pursuant  to said  returns  except for those  taxes
         being contested in good faith and for which adequate reserves have been
         provided.

         27. Except as described in the  Disclosure  Schedule:  (a) Borrower has
         not used any name other than the full name which identifies Borrower in
         this Note and  Credit  Agreement;  and (b) the only trade name or style
         under which Borrower sells Inventory or creates  Accounts,  or to which
         instruments in payment of Accounts are made payable,  is the name which
         identifies Borrower in this Note and Credit Agreement. Borrower's chief
         executive  office is located at 3562 Shepherd of the Hills  Expressway,
         Branson,  Missouri,  and Borrower has no other places of business,  and
         has no  books  and  records  or other  property  located  at any  other
         location.

Covenants
---------

Borrower covenants and agrees that, until all outstanding  principal and accrued
interest  on this Note and Credit  Agreement  are fully and  indefeasibly  paid,
Borrower shall do, cause to be done, or refrain from doing, and shall cause each
of its Subsidiaries,  if any, to do or refrain from doing, to the same extent as
if such  Subsidiary  were  Borrower,  the  following  without the prior  written
consent of Lender:

         1.  Borrower  shall  maintain its  existence in good standing and shall
         maintain  in good  standing  its right to  transact  business  in those
         states in which it is now or hereafter doing business, except where the
         failure  to so  qualify  is not  reasonably  likely to have a  Material
         Adverse Effect.

<PAGE>

         2.  Borrower  shall  obtain and  maintain  all  Material  Licenses  for
         Borrower.

         3. Borrower shall use the proceeds  advanced  pursuant to this Note and
         Credit  Agreement  solely for  restructuring  existing  Indebtedness of
         Borrower to Lender and for the  construction  of three new theaters and
         additional parking related thereto and the remodeling of the restaurant
         area adjacent to the theaters.

         4.  Borrower  shall pay to Lender,  on the date of the initial  advance
         hereunder, a non-refundable commitment fee of $15,000.

         5.  Borrower  shall pay or reimburse  to Lender,  within 30 days of the
         presentation  of an invoice  all of Lender's  reasonable  out-of-pocket
         costs incurred in connection with Lender's due diligence  review before
         making  the loan  evidenced  by this Note and Credit  Agreement  and in
         connection with the negotiation and preparation of this Note and Credit
         Agreement and the Loan  Documents  and the closing of the  transactions
         contemplated  hereby.  Borrower  further  agrees to pay or reimburse to
         Lender all of Lender's reasonable  out-of-pocket  costs, without limit,
         incurred  in  connection  with (i)  amendments  of this Note and Credit
         Agreement and the Loan Documents,  and (ii) the enforcement of Lender's
         rights and remedies  under this Note and Credit  Agreement and the Loan
         Documents after an Event of Default,  and (iii) any waiver,  consent or
         forbearance  with respect to any Default or Event of Default.  Lender's
         out-of-pocket costs include all attorneys' and paralegals' expenses and
         reasonable  fees.  Attorneys' and paralegals'  expenses may include but
         are not  limited  to  filing  charges;  telephone,  data  transmission,
         facsimile and other  communication  costs;  courier and other  delivery
         charges; and photocopying charges. Litigation costs may include but are
         not limited to filing fees,  deposition  costs,  expert  witness  fees,
         expenses of service of  process,  and other such costs paid or incurred
         in any  administrative,  arbitration,  or court  proceedings  involving
         Lender and Borrower, including proceedings under the Federal Bankruptcy
         Code.

         6. Borrower shall  maintain in good  condition and working  order,  and
         repair and replace as required,  all buildings,  equipment,  machinery,
         fixtures and other real and  personal  property  whose useful  economic
         life has not elapsed and which is necessary for the ordinary conduct of
         the business of Borrower.  Borrower shall maintain in good standing and
         free of defaults all of its leases of buildings,  equipment, machinery,
         fixtures and other real and  personal  property  whose useful  economic
         life has not elapsed and which is necessary for the ordinary conduct of
         the business of Borrower.

         7.  Borrower  shall  promptly pay and discharge or cause to be paid and
         discharged,  as and when due,  all Taxes  lawfully  assessed or imposed
         upon it, and all Taxes lawfully  assessed upon any of its property,  or
         upon the income or profits  therefrom,  and all claims of  materialmen,
         mechanics, carriers, warehousemen, landlords and other like Persons for
         labor, materials, supplies, storage or other items or services which if
         unpaid might be or become a Security Interest or charge upon any of its
         property;  provided,  however,  that Borrower may diligently contest in
         good faith by appropriate proceedings the validity of any such Taxes if
         Borrower has established  adequate reserves therefor in conformity with
         GAAP on the books of Borrower,  and no Security Interest,  other than a
         Permitted Security Interest, results from such non-payment.

         8. Borrower shall comply with all Material Laws.

         9. Borrower shall, promptly upon Borrower obtaining knowledge or notice
         thereof,  give written notice in reasonable detail to Lender of (i) any
         Default or Event of  Default;  (ii) the  commencement  of any  Material
         Proceeding or any  litigation  with an amount in controversy of greater
         than $100,000;  and (iii) any loss of or damage to any material part of
         the other assets of Borrower or the  commencement of any proceeding for

<PAGE>

         the  condemnation or other taking of any material part of the assets of
         Borrower,  if such  loss,  damage or  proceeding  has or is  reasonably
         likely to have a Material Adverse Effect.

         10.  Borrower  shall deliver  written notice to Lender of any change in
         the name, state of  organization,  or form of organization of Borrower,
         or the trade names or styles under which a Borrower conducts  business,
         at least 30 days prior to such change.  Borrower shall,  promptly after
         becoming aware thereof,  deliver notice to Lender of any event that has
         or is reasonably  likely to have a Material  Adverse  Effect and of any
         potential or contingent liability in excess of $100,000.

         11. Borrower shall maintain a system of accounting from which Financial
         Statements may be prepared in accordance with GAAP.

         12. Borrower shall deliver to Lender:

             a. Within 120 days after the close of each fiscal year of Borrower,
             year-end  consolidated and  consolidating  financial  statements of
             Borrower and its Subsidiaries,  containing a balance sheet,  income
             statement,  statement  of  cash  flows,  statement  of  changes  in
             shareholders'  equity and an audit report without  qualification by
             an  independent   certified  public  accounting  firm  selected  by
             Borrower and  satisfactory to Lender,  and in each case accompanied
             by a  Compliance  Certificate  of the Chief  Financial  Officer  of
             Borrower.

             b. Within 90 days after the end of each fiscal quarter of Borrower,
             unaudited  consolidated and consolidating  financial  statements of
             Borrower and its  Subsidiaries  for the quarters not covered by the
             latest  year-end  Financial  Statements,  in each case containing a
             balance sheet, income statement and statement of cash flows.

         13. Each  Compliance  Certificate  shall be in the form of Attachment C
         hereto,  shall  contain  detailed  calculations  of the  compliance  or
         non-compliance by Borrower with its financial  covenants herein for the
         relevant periods,  and shall contain  statements by the signing officer
         to the effect that,  except as explained in  reasonable  detail in such
         Compliance  Certificate,  (i) the  attached  Financial  Statements  are
         complete and correct in all material respects and have been prepared in
         accordance  with  GAAP  applied  consistently  throughout  the  periods
         covered thereby and with prior periods  (except as disclosed  therein),
         (ii) all of the  representations  and warranties in the Note and Credit
         Agreement  and the other Loan  Documents are true and correct as of the
         date such certification is given as if made on such date (and each such
         representation  and  warranty  shall be  deemed to be made on such date
         regardless of whether such  certification is given), and (iii) there is
         no existing Default or Event of Default. If any Compliance  Certificate
         delivered to Lender discloses that a representation  or warranty is not
         true and  correct,  or that a Default or Event of Default has  occurred
         that  has not  been  waived  in  writing  by  Lender,  such  Compliance
         Certificate  shall state what action  Borrower has taken or proposes to
         take with respect thereto.

         14. Borrower shall also deliver to Lender such  additional  information
         about  the  business,   operations,   revenues,   financial  condition,
         property, or business prospects of Borrower as Lender may, from time to
         time, reasonably request.

         15. Borrower shall permit Lender or Persons authorized by and acting on
         behalf  of  Lender,  at any time and from  time to time  during  normal
         business  hours and upon  reasonable  notice to Borrower,  to audit the
         books and  records  of  Borrower,  and in the course  thereof  may make
         copies or  abstracts  of such books and  records,  and to  inspect  the

<PAGE>

         Collateral.  Borrower  shall  cooperate with Lender and such Persons in
         the conduct of such audits and  inspections and shall deliver to Lender
         any instrument  necessary for Lender to obtain records from any service
         bureau maintaining  records for Borrower.  Lender shall perform no more
         than one such audit in each fiscal  year,  unless a Default or Event of
         Default has occurred  that has not been cured or waived,  in which case
         such audits may be conducted as often as Lender chooses. Borrower shall
         reimburse Lender for Lender's  reasonable  out-of-pocket  costs of such
         audits and  inspections  if a Default or Event of Default has  occurred
         and is  continuing at the time such audit or inspection is initiated or
         if such audit or inspection  reveals that a Default or Event of Default
         has occurred .

         16.  Borrower  shall permit Lender and Persons  authorized by Lender to
         discuss the accounts,  affairs, finances, books and records of Borrower
         with its  accountants,  officers  and  employees as often as Lender may
         reasonably  request,   and  Borrower  shall  direct  such  accountants,
         officers  and  employees  to  cooperate   with  Lender  and  make  full
         disclosure  to Lender of those  matters that they may deem  relevant to
         the  continuing   ability  of  Borrower   timely  to  pay  and  perform
         obligations under this Note and Credit Agreement. Lender agrees that it
         will not  disclose  to third  Persons any  information  that it obtains
         about  Borrower or its  operations or finances  that are  designated by
         Borrower in writing as confidential or that Borrower has advised Lender
         in writing  constitutes  non-public  information.  Lender may, however,
         disclose  such  information  to  any  participants  in its  rights  and
         obligations  under  this Note and  Credit  Agreement  and its and their
         respective  officers,  attorneys,  auditors,  accountants,   examiners,
         agents and  representatives who have a need to know such information in
         connection with the  administration,  interpretation  or enforcement of
         this Note and Credit  Agreement,  but Lender  shall advise such persons
         that such information is to be treated as confidential. Lender may also
         disclose  such   information  to  the  extent  required  by  Law  or  a
         Governmental  Authority.  Lender may also disclose such  information in
         any documents that it files in any legal proceeding to pursue,  enforce
         or  preserve  its rights  under this Note and Credit  Agreement  to the
         extent that Lender's counsel advises in writing that such disclosure is
         reasonably  necessary.  Lender's  non-disclosure  obligation  shall not
         apply to any  information  that (i) is  disclosed  to Lender by a third
         Person not affiliated  with or employed by Borrower who does not have a
         commensurate  duty of  non-disclosure,  or (ii) becomes  publicly known
         other than as a result of disclosure by Lender.

         17.  Borrower  shall  execute and deliver,  or cause to be executed and
         delivered,  to Lender such documents and agreements,  and shall take or
         cause to be taken such actions, as Lender may from time to time request
         to  carry  out the  terms  and  conditions  of  this  Note  and  Credit
         Agreement.

         18.  Borrower shall not create,  incur,  assume,  or allow to exist any
         Indebtedness  of any kind or  description,  except the  following  (the
         Permitted Indebtedness):

             a. Indebtedness to trade creditors  incurred in the ordinary course
             of business, to the extent that it is not overdue past the original
             due date by more than 90 days.

             b. Indebtedness  secured by Permitted Security Interests other than
             Permitted Security Interests described in covenant 20 (g).

             c. Indebtedness to Lender.

             d.  Indebtedness  existing on the date hereof and  disclosed in the
             Disclosure Schedule.

             e.  Indebtedness for borrowed money not otherwise  described above,
             in an aggregate amount not to exceed $100,000.

<PAGE>

         19.  Borrower  shall not  create,  incur,  assume or allow to exist any
         Indirect Obligations.

         20.  Borrower  shall not  create,  incur,  assume or allow to exist any
         Security Interest upon any property of Borrower, now owned or hereafter
         acquired, except the following (the Permitted Security Interests):

             a.  Security  Interests  for  taxes,  assessments  or  governmental
             charges not delinquent or being diligently  contested in good faith
             and by appropriate proceedings and for which adequate book reserves
             in accordance with GAAP are maintained.

             b. Security  Interests  arising out of deposits in connection  with
             workers' compensation insurance,  unemployment  insurance,  old age
             pensions,   or  other  social   security  or  retirement   benefits
             legislation.

             c. Deposits or pledges to secure bids,  tenders,  contracts  (other
             than  contracts  for  the  payment  of  money),  leases,  statutory
             obligations, surety and appeal bonds, and other obligations of like
             nature arising in the ordinary course of business.

             d.  Security  Interests  imposed  by any Law,  such as  mechanics',
             workmen's,  materialmen's,  landlords',  carriers',  or other  like
             Security Interests arising in the ordinary course of business which
             secure payment of  obligations  which are not past due or which are
             being diligently contested in good faith by appropriate proceedings
             and for which  adequate book  reserves in accordance  with GAAP are
             maintained.

             e.  Security  Interests  of  customers  of  Borrower  in  items  of
             Inventory for the  manufacture  of which such  customers  have paid
             deposits to Borrower,  to the extent such Security Interests secure
             the repayment of such deposits.

             f. Security Interests in favor of Lender.

             g. Security  Interests  securing  payment of the purchase  price of
             capital  assets  acquired by  Borrower  after the date hereof in an
             aggregate  principal  amount  outstanding at any one time that does
             not exceed $50,000.

             h. Security  Interests existing on the date hereof and disclosed in
             the Disclosure Schedule.

         21. Borrower shall not make any Investments.

         22.  Borrower  shall  not  merge or  consolidate  with or into  another
         Person,  acquire an ownership interest in any other Person, acquire all
         or  substantially  all of the assets of any other  Person,  or cause or
         permit  Paul  Bluto,  his  spouse,  and his estate to  control,  in the
         aggregate, securities representing less than 60% of the voting power of
         Borrower's outstanding securities having the power to vote.

         23. Borrower shall not organize, create or acquire any Subsidiary.

         24.  Borrower shall not make any change in its capital  structure which
         has or could have a Material Adverse Effect; or create any new class of
         stock or membership  interest,  issue any stock or membership interest,
         or issue any other equity securities, or non-equity securities that are
         convertible into equity securities.

<PAGE>

         25. Borrower shall not engage in any business other than  substantially
         as conducted on the date hereof or as contemplated herein.

         26.  Borrower shall not enter into or be a party to any  transaction or
         arrangement,  including the  purchase,  sale or exchange of property of
         any kind or the rendering of any service,  with any Affiliate,  or make
         any loans or advances to any Affiliate. If there is no existing Default
         or Event of Default,  however, Borrower may engage in such transactions
         in the  ordinary  course of business  and  pursuant  to the  reasonable
         requirements  of  its  business  and  on  fair  and  reasonable   terms
         substantially  as  favorable  to it as those which it could obtain in a
         comparable arm's-length transaction with a non-Affiliate.

         27.  Borrower shall not enter into any agreement,  that would, if fully
         complied  with by it,  result in a Default or Event of  Default  either
         immediately or in a reasonably foreseeable time.

         28. Borrower shall not change its fiscal year.

         29.  Borrower shall not,  directly or  indirectly,  declare or make, or
         incur any liability to make, any Distribution without the prior written
         consent of Lender.  For purposes of this Section,  a Distribution means
         and includes (i) any cash dividend,  (ii) any purchase or redemption of
         any   outstanding   stock,   (iii)  any  retirement  or  prepayment  of
         outstanding debt securities before their regularly  scheduled  maturity
         dates,  and (iv) any loan or advance to a shareholder  other than loans
         to employees in an aggregate amount not exceeding  $25,000  outstanding
         at any time.

         30.  Borrower  shall not  enter  into any  transaction  which has or is
         reasonably likely to have a Material Adverse Effect.

         31. The ratio of Borrower's (i) EBITDA to (ii) Debt Service, calculated
         at the end of each fiscal year of Borrower, shall not be less than 1.20
         to 1.00.

         32.  Borrower shall not make Capital  Expenditures in excess of $75,000
         in the aggregate in any fiscal year.

         33. Borrower shall not amend the Ground Leases.

         34.  Borrower  shall  at all  times  keep  insured  or cause to be kept
         insured, in insurance companies having a rating of at least A by Best's
         Rating Service, all property owned by it of a character usually insured
         by others  carrying on  businesses  similar to that of Borrower in such
         manner and to such extent and  covering  such risks as such  properties
         are usually insured.  Borrower shall at all times carry  insurance,  in
         insurance  companies  having a rating  of at least A by  Best's  Rating
         Service,  against liability on account of damage to persons or property
         (including product liability insurance and insurance required under all
         applicable   workers'   compensation   Laws)  and  covering  all  other
         liabilities common to Borrower's  business,  in such manner and to such
         extent  as such  coverage  is  usually  carried  by  others  conducting
         businesses  similar to that of  Borrower.  All  policies  of  liability
         insurance  maintained  hereunder  shall  name  Lender as an  additional
         insured. All policies of insurance maintained hereunder shall contain a
         clause  providing  that such  policies may not be canceled,  reduced in
         coverage or otherwise  modified without 30 days prior written notice to
         Lender.  Borrower  shall upon  request of Lender at any time furnish to
         Lender  updated  evidence  of  insurance  (in the  form  required  as a
         condition to Lender's lending hereunder) for such insurance.

         35. Borrower shall not sell,  transfer,  exchange,  lease, or otherwise
         dispose of any of its assets except  obsolete or unusable  equipment in
         the ordinary course of business.

<PAGE>

Events of Default
-----------------

The  occurrence  of any of the  following  shall  constitute an Event of Default
under this Note and Credit  Agreement (and for purposes of each of the Events of
Default  listed  below,  the term Borrower is defined to include  Borrower,  any
Subsidiary of Borrower,  or any Guarantor of the Loan Obligations,  and an Event
of Default will occur if any of the listed  Events of Default occur with respect
to  Borrower,  any  Subsidiary  of  Borrower,  or  any  Guarantor  of  the  Loan
Obligation,  to  the  same  extent  as if  such  Subsidiary  or  Guarantor  were
Borrower):

         1.  Failure by Borrower to make any  payment of  principal  or interest
         under this Note and  Credit  Agreement,  or with  respect to any of the
         Loan Obligations, when such payment is due.

         2. Failure of Borrower to make any payment due on any  Indebtedness  or
         other  obligation of Borrower to any affiliate or subsidiary of Bank of
         America  Corporation  which  continues  unwaived  beyond any applicable
         grace period specified in the documents  evidencing such  Indebtedness;
         or failure of Borrower to make any payment  aggregating  $5,000 or more
         due on  Indebtedness  of Borrower to any Person other than an affiliate
         or subsidiary of Bank of America  Corporation or to a trade creditor or
         customer of Borrower,  in either case which  continues  unwaived beyond
         any applicable grace period specified in the documents  evidencing such
         Indebtedness.

         3. Any  obligation of Borrower for the payment of borrowed  money in an
         amount  over  $10,000  becomes or is  declared to be due and payable or
         required to be prepaid (other than by a regularly  scheduled payment or
         prepayment)  prior to the original maturity thereof as a consequence of
         a default with respect thereto by Borrower.

         4. Any  representation  or  warranty  made by Borrower in this Note and
         Credit  Agreement  or  any  statement  or  representation  made  in any
         certificate,  report,  opinion or other  document  (including  any Loan
         Document)  delivered to Lender by Borrower is  discovered  to have been
         false in any material respect when made.

         5. Failure of Borrower to comply with any term,  condition,  agreement,
         or covenant  applicable  to Borrower  herein or in the Loan  Documents.
         Notwithstanding  the  foregoing  sentence,  a failure  to  comply  with
         covenants  2, 6, 7, or 8 of this Note and  Credit  Agreement  shall not
         constitute an Event of Default if such failure is remedied or waived in
         writing by Lender  within 20 days after the initial  occurrence of such
         failure; provided,  however, that no such grace period shall apply, and
         an Event of Default  shall exist  promptly upon such failure to comply,
         if such failure may not, in Lender's reasonable determination, be cured
         by Borrower during such 20 day period.

         6. An individual  Guarantor of the Loan  Obligations,  if any, dies, or
         any  Guarantor  of the Loan  Obligations  denies any further  liability
         under its guaranty,  or any guaranty of the Loan Obligations becomes or
         is asserted to be  unenforceable  or void,  or there is a default under
         any guaranty of the Loan Obligations.

         7.  The  occurrence  of a  material  adverse  change  in the  financial
         condition, operations, assets, or prospects of Borrower.

         8. The occurrence of any default or event of default under any Material
         Agreement to which Borrower is a party which continues  unwaived beyond
         any applicable grace period provided therein;  provided,  however, that
         such  default  or event of  default  will  not  constitute  an Event of
         Default hereunder if Borrower is diligently contesting it in good faith
         by appropriate proceedings,  has established adequate reserves therefor

<PAGE>

         in  conformity  with GAAP on the  books of  Borrower,  and no  Security
         Interest in the property of Borrower,  other than a Permitted  Security
         Interest, results therefrom.

         9.  Borrower  (i) fails to pay, or admits in writing its  inability  to
         pay,  its debts as they  become  due, or  otherwise  becomes  insolvent
         (however  evidenced);  (ii)  makes an  assignment  for the  benefit  of
         creditors;  (iii)  files  a  petition  in  bankruptcy,  is  adjudicated
         insolvent  or  bankrupt,  petitions  or applies to any tribunal for any
         receiver  or any trustee of  Borrower  or any  substantial  part of its
         property;  (iv) commences any proceeding relating to Borrower under any
         reorganization,  arrangement,  readjustment  of  debt,  dissolution  or
         liquidation  law  or  statute  of  any  jurisdiction,  whether  now  or
         hereafter in effect;  (v) has commenced  against it any such proceeding
         which  remains  undismissed  for a  period  of 45  days,  or by any act
         indicates  its consent to,  approval  of, or  acquiescence  in any such
         proceeding or the  appointment of any receiver of or any trustee for it
         or of any  substantial  part  of  its  property,  or  allows  any  such
         receivership or trusteeship to continue undischarged for a period of 45
         days; or (vi) takes any action to authorize any of the foregoing.

         10. Any one or more judgments or orders is entered against  Borrower or
         any  attachment  or other levy is made against the property of Borrower
         with  respect  to  a  claim  or  claims   involving  in  the  aggregate
         liabilities (not paid or fully covered by insurance, less the amount of
         reasonable  deductibles  in  effect on the  advance  date) in excess of
         $150,000,  is not  satisfied  within 30 days after  becoming  final and
         non-appealable, or if timely appealed, within 30 days after such appeal
         is filed if such  judgment is not fully bonded and  collection  thereof
         stayed pending the appeal.

         11. Any  termination by the PBGC of a Pension  Benefit Plan of Borrower
         or an ERISA Affiliate of Borrower or the appointment by the appropriate
         United States  District  Court of a trustee to  administer  any Pension
         Benefit  Plan of  Borrower  or an ERISA  Affiliate  of  Borrower  or to
         liquidate any Pension Benefit Plan of Borrower or an ERISA Affiliate of
         Borrower;  or any  event  which  constitutes  grounds  either  for  the
         termination  of any  Pension  Benefit  Plan  of  Borrower  or an  ERISA
         Affiliate of Borrower by PBGC or for the appointment by the appropriate
         United  States  District  Court of a trustee to administer or liquidate
         any Pension  Benefit Plan of Borrower or an ERISA Affiliate of Borrower
         has occurred and is continuing for 30 days after Borrower has notice of
         any such event;  or any voluntary  termination  of any Pension  Benefit
         Plan of Borrower or an ERISA  Affiliate of Borrower  which is a defined
         benefit  pension  plan as defined in Section  3(35) of ERISA while such
         defined  benefit  pension plan has an accumulated  funding  deficiency,
         unless Lender has been notified of such intent to voluntarily terminate
         such plan and Lender has given its  consent  and agreed that such event
         shall not constitute an Event of Default;  or the plan administrator of
         any Pension  Benefit Plan of Borrower or an ERISA Affiliate of Borrower
         applies  under  Section  412(d) of the Code for a waiver of the minimum
         funding  standards of Section 412(1) of the Code and Lender  determines
         that the substantial  business  hardship upon which the application for
         such waiver is based could subject  Borrower or any ERISA  Affiliate of
         Borrower to a liability in excess of $150,000.

         12. Any substantial  part of the property of Borrower is  nationalized,
         expropriated,  seized or otherwise appropriated,  or custody or control
         of  such  property  or of  Borrower  is  assumed  by  any  Governmental
         Authority,  unless  the  same  is  being  contested  in good  faith  by
         appropriate proceedings diligently pursued and a stay of enforcement is
         in effect.

         13. Borrower files a certificate of dissolution  under applicable state
         law or is  liquidated  or  dissolved  or  suspends  or  terminates  the
         operation of its business,  or has  commenced  against it any action or

<PAGE>

         proceeding for its  liquidation or dissolution or the winding up of its
         business, or takes any action in furtherance thereof.

         14. Any default by Borrower occurs under the Ground Leases which is not
         cured within the applicable cure period therein, if any.

         15. For any reason  other than the failure of Lender to take any action
         available  to it to  maintain  perfection  of  the  Security  Interests
         created in favor of Lender  pursuant  to the Loan  Documents,  any Loan
         Document ceases to be in full force and effect or any Security Interest
         with  respect to any portion of the  Collateral  intended to be secured
         thereby  ceases to be,  or is not,  valid,  perfected  and prior to all
         other Security Interests (other than the Permitted Security  Interests)
         or is terminated, revoked or declared void or invalid.

Any Event of Default  under this Note and Credit  Agreement  will  constitute an
event of default under any other agreement of Borrower with Lender and under any
evidence of Indebtedness  of Borrower held by Lender,  whether or not such is an
event of default specified therein.

Upon an Event of  Default  described  in  paragraph  9 above,  or upon the sale,
assignment,  transfer  or  conveyance  of  all  or any  part  of the  Collateral
comprised of real  property or any interest  therein  without the prior  written
consent of Lender,  all  outstanding  principal and accrued  interest under this
Note will become immediately due and payable without notice or demand by Lender,
all of the outstanding Loan Obligations shall  automatically  become immediately
due and  payable.  Upon any other Event of Default as described in this Note and
Credit Agreement, all outstanding principal and accrued interest under this Note
and Credit Agreement shall, at the option of Lender,  become immediately due and
payable.  Upon an  Event  of  Default  as  described  in this  Note  and  Credit
Agreement, Lender may exercise all of its rights under the Loan Documents and at
law and equity, including its rights with respect to the Collateral.

Lender  may  apply  and  reverse  and  reapply,  payments  and  proceeds  of the
Collateral  in such  order  and  manner  as Lender  determines  in its  absolute
discretion.   Borrower  hereby   irrevocably  waive  the  right  to  direct  the
application of payments and proceeds of the Collateral.

General
-------

All of the Loan  Obligations  are hereby  cross-collateralized.  Any property of
Borrower in which Lender has a Security  Interest to secure the repayment of any
of the Loan  Obligations  is deemed to secure the repayment of each of the other
Loan Obligations, whether or not the Loan Documents giving rise to such Security
Interest so provides.  At the request of Lender,  Borrower agrees to execute and
deliver  to Lender,  or cause to be  executed  and  delivered  to  Lender,  such
documents and agreements  (including without  limitation  amendments to existing
Loan  Documents),  and shall  take or cause to be taken  such  actions as Lender
deems necessary to carry out the intent of this paragraph.

Demand for  payment,  presentment,  protest,  notice of protest and  nonpayment,
notice of dishonor, and all other notices and demands under this Note and Credit
Agreement and any and all lack of diligence in the  enforcement of this Note and
Credit  Agreement  are hereby  waived by all who are or shall become  parties to
this Note and  Credit  Agreement  and the same  hereby  assent to each and every
extension or  postponement  of the time of payment,  before or after maturity of
this Note and Credit Agreement,  at or after demand,  or other  indulgence,  and
hereby waive any and all notice thereof. Every such party by becoming a party to
this Note and Credit Agreement  further waives any defenses which such party may
have based on suretyship  or impairment of collateral  with respect to this Note
and Credit Agreement.

No amendment to or waiver of any provision of this Note and Credit Agreement nor
consent to any departure by Borrower from the  requirements  imposed on Borrower
in this Note and Credit  Agreement,  shall be effective  unless it is in writing

<PAGE>

and signed by authorized officers of Borrower and Lender. No notice to or demand
on Borrower in any case shall entitle Borrower to any other or further notice or
demand in similar or other circumstances.  No failure by Lender to exercise, and
no delay by Lender in exercising,  any right,  remedy,  power or privilege under
this Note and Credit  Agreement or law shall  operate as a waiver  thereof,  nor
shall any single or partial exercise by Lender of any such right,  remedy, power
or privilege  preclude any other exercise thereof,  or the exercise of any other
right,  remedy,  power or privilege.  Every right granted to Lender in this Note
and Credit  Agreement or in any of the other Loan  Documents or allowed to it by
law  shall  be  deemed   cumulative  and  may  be  exercised   concurrently   or
consecutively at the option of Lender from time to time.

All notices, consents, requests and demands to or upon Borrower and Lender shall
be in writing and shall be deemed to have been given or made when  delivered  in
person to those persons listed on the signature  page hereof,  or two days after
being  deposited  in the United  States mail,  postage  prepaid,  registered  or
certified (return receipt requested), or in the case of telegraphic notice or an
overnight  courier service,  one day after delivery to the telegraph  company or
overnight courier service, or in the case of telex or telecopy notice, when sent
and  verification  is  received,  in each case  addressed  to the address of the
intended  recipient  listed  below,  or such other  address as either  party may
designate by notice to the other:

         If to Lender:

         Bank of America, N.A.
         2940 South Glenstone
         Springfield, Missouri 65804
         Attention: Mr. Steven Fox
         Fax No. (417) 227-6159

         If to Borrower:

         3562 Shepherd of the Hills Expressway
         Branson, Missouri 65616
         Attention: Mr. Paul Rasmussen
         Fax No. (417) 336-5348

This Note and Credit Agreement shall be binding upon Borrower and its successors
and  assigns and shall  inure to the  benefit of Lender and its  successors  and
assigns, including all holders of this Note and Credit Agreement.

This Note and Credit  Agreement  and the rights and  obligations  of the parties
under this Note and Credit  Agreement  shall be  governed by and  construed  and
interpreted  in  accordance  with the  internal  Laws of the  State of  Missouri
applicable to contracts made and to be performed wholly within Missouri, without
regard to choice or conflict of laws provisions.

Lender may assign or sell  participations in all or a portion of Lender's rights
under this Note and Credit Agreement to any other Person.

This Note and Credit  Agreement is secured by, among other things,  that certain
Future  Advance  and Future  Obligation  Leasehold  Deed of Trust dated July 30,
1993, that certain  Leasehold Deed of Trust,  Assignment of Rents and Leases and
Security  Agreement  dated March 9, 1998,  and that certain  Security  Agreement
dated July 30, 1993, as each of them may have been amended from time to time.

<PAGE>

Definitions
-----------

As used in this  Note  and  Credit  Agreement,  the  following  terms  have  the
following  meanings  (capitalized  terms  used and not  defined in this Note and
Credit Agreement have the meanings given them in the Uniform  Commercial Code as
adopted by the State of Missouri):

         Affiliate -- with respect to any Person,  (a) any other Person who is a
         partner, director,  officer, member, or stockholder of such Person; and
         (b) any other Person which,  directly or indirectly,  is in control of,
         is controlled by or is under common  control with such Person,  and any
         partner, director,  officer, member or stockholder of such other Person
         described. For purposes of this Note and Credit Agreement, control of a
         Person by another  Person shall be deemed to exist if such other Person
         has the  power,  directly  or  indirectly,  either  to (i) vote  twenty
         percent (20%) or more of the securities  having the power to vote in an
         election of directors of such Person,  or (ii) direct the management of
         such Person,  whether by contract or otherwise  and whether alone or in
         combination with others.

         Asbestos Material -- either asbestos or asbestos-containing materials.

         Business  Day -- a day other  than a  Saturday,  Sunday or other day on
         which  commercial  banks are  authorized or required to close under the
         Laws of the United States or the State of Missouri.

         Capital  Expenditure  -- an  expenditure  for an  asset  that  must  be
         depreciated  or amortized  under GAAP,  for goodwill,  or for any asset
         that under GAAP must be treated as a capital asset,  including payments
         under Capital  Leases.  An expenditure  for purposes of this definition
         includes any deferred or seller financed  portion of the purchase price
         of an asset and the original capitalized amount of a Capital Lease.

         Capital Lease -- any lease that has been or should be capitalized under
         GAAP.

         Charter  Documents -- the articles or certificate of incorporation  and
         bylaws of a corporation;  the  certificate of limited  partnership  and
         partnership  agreement  of  a  limited  partnership;   the  partnership
         agreement of a general  partnership;  the articles of organization  and
         operating agreement of a limited liability company; or the indenture of
         a trust.

         COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

         Code  -- the  Internal  Revenue  Code  of  1986,  as  amended,  and the
         regulations,   rulings  and  proclamations   promulgated  and  proposed
         thereunder.

         Collateral  --  all  of  the  Goods,  Equipment,  Accounts,  Inventory,
         Instruments,  Documents,  Chattel Paper, General Intangibles, and other
         personal  property and Fixtures of Borrower,  and all real  property of
         Borrower,  and all other  property  of  Borrower,  whether now owned or
         hereafter  acquired,  in which  Lender  holds or will  hold a  Security
         Interest  to  secure  the  payment  or   performance   of  any  of  the
         Obligations, and all proceeds thereof.

         Commonly  Controlled  Entity -- a Person which is under common  control
         with another  Person within the meaning of Section 414(b) or (c) of the
         Code.

         Contract -- any contract,  note, bond, indenture,  deed, mortgage, deed
         of  trust,   security  agreement,   pledge   hypothecation   agreement,
         assignment, or other agreement or undertaking or any security.

<PAGE>

         Debt Service -- for any period of calculation,  the sum of (i) interest
         expense,  and  (ii)  current  maturities  of  principal  of  long  term
         Indebtedness, all as accrued in such period.

         Default  -- an event  which,  after  giving  effect to any  requirement
         herein for the giving of notice, for the lapse of time, or both, or for
         the happening of any other condition, event or act, would constitute an
         Event of Default.

         Dollars and the sign $ -- lawful money of the United States.

         EBITDA -- for any period of calculation,  an amount equal to the sum of
         (i) net income, (ii) federal, state and local income tax expense, (iii)
         interest  expense in such period,  (iv)  depreciation  and amortization
         expense,  (v) losses on the sale or other  disposition of assets,  (vi)
         extraordinary  losses,  and (vii) costs accrued  during such period but
         not paid in cash (but without  duplication) minus (a) gains on the sale
         or other  disposition of assets,  and (b)  extraordinary  gains, all as
         accrued in such period.

         Environmental  Law -- the Resource  Conservation  and Recovery Act, the
         Comprehensive  Environmental Response,  Compensation and Liability Act,
         the Clean Water Act, the Clean Air Act, or any other Law  pertaining to
         environmental quality or remediation of Hazardous Material.

         ERISA -- the  Employee  Retirement  Income  Security  Act of  1974,  as
         amended, and the regulations, rulings and proclamations promulgated and
         proposed thereunder.

         ERISA   Affiliate   --  as  to  any  Person,   any  trade  or  business
         (irrespective of whether  incorporated) which is a member of a group of
         which  such  Person  is a member  and  thereafter  treated  as a single
         employer  under  ss.414(b),  (c), (m) or (o) of the Code or  applicable
         Treasury Regulations.

         Financial  Statements -- the financial  statements of Borrower that are
         furnished to Lender as required herein.

         GAAP -- those  generally  accepted  accounting  principles set forth in
         Statements of the Financial  Accounting Standards Board and in Opinions
         of the  Accounting  Principles  Board  of  the  American  Institute  of
         Certified   Public   Accountants   or  which  have  other   substantial
         authoritative  support in the United  States and are  applicable in the
         circumstances, as applied on a consistent basis.

         Governmental  Authority -- the federal government of the United States;
         the government of any foreign  country that is recognized by the United
         States or is a member of the  United  Nations;  any state of the United
         States;  any local  government or municipality  within the territory or
         under the jurisdiction of any of the foregoing; any department, agency,
         division,  or  instrumentality  of any of the foregoing;  and any court
         whose orders or judgements  are  enforceable by or within the territory
         of any of the foregoing.

         Ground  Leases - the Ground Lease  Agreement  dated July 27, 1993,  the
         Lease  Agreement  dated March 1, 1998,  and the Lease  Agreement  dated
         December 18,  1999,  each between  Treasure  Lake R. V. Resort  Camping
         Club,  Inc.  and  International   Tourist   Entertainment   Corporation
         (predecessor to Borrower) and/or Borrower.

         Group  -- as used in  Regulation  13-D  issued  by the  Securities  and
         Exchange Commission.

         Guarantor -each Person who hereafter  executes and delivers to Lender a
         guaranty of part or all of the Loan Obligations.

<PAGE>

         Hazardous  Material  -- any  hazardous,  radioactive,  toxic,  solid or
         special waste, material, substance or constituent thereof, or any other
         such  substance  (as  defined  under  any  applicable  Law),  including
         Asbestos  Material.  Hazardous  Material does not include  materials or
         products containing hazardous  constituents which are not considered to
         be waste under the applicable Environmental Law or which are considered
         to be waste but are  transported,  handled or disposed of in accordance
         with the applicable  Environmental  Law, or Asbestos  Material which is
         not friable.

         Indebtedness  --  as  to  any  Person  at  any  particular   date,  any
         contractual  obligation  enforceable  against  such Person (i) to repay
         borrowed money;  (ii) to pay the deferred purchase price of property or
         services; (iii) to make payments or reimbursements with respect to bank
         acceptances  or to a factor;  (iv) to make  payments or  reimbursements
         with  respect  to  letters  of credit  whether  or not there  have been
         drawings  thereunder;  (v) with  respect to which there is any Security
         Interest in any  property of such  Person;  (vi) to make any payment or
         contribution  to a  Multi-Employer  Plan;  (vii) that is evidenced by a
         note,  bond,   debenture  or  similar  instrument;   (viii)  under  any
         conditional sale agreement or title retention agreement; or (ix) to pay
         interest  or fees with  respect to any of the  foregoing.  Indebtedness
         also includes any other  Obligation  that either (a) is  non-contingent
         and  liquidated  in amount or (b)  should  under  GAAP be  included  in
         liabilities and not just as a footnote on a balance sheet.

         Indirect  Obligation  -- as to any  Person,  (a) any  guaranty  by such
         Person of any Obligation of another Person;  (b) any Security  Interest
         in any property of such Person that secures any  Obligation  of another
         Person,  (c) any enforceable  contractual  requirement that such Person
         (i) purchase an  Obligation  of another  Person or any property that is
         security  for such  Obligation,  (ii)  advance or  contribute  funds to
         another Person for the payment of an Obligation of such other Person or
         to maintain  the working  capital,  net worth or solvency of such other
         Person as required in any  documents  evidencing  an Obligation of such
         other  Person,  (iii)  purchase  property,  securities or services from
         another  Person for the  purpose of  assuring  the  beneficiary  of any
         Obligation  of such other Person that such other Person has the ability
         to timely  pay or  discharge  such  Obligation,  (iv)  grant a Security
         Interest in any  property of such  Person to secure any  Obligation  of
         another  Person,   or  (v)  otherwise   assure  or  hold  harmless  the
         beneficiary of any Obligation of another Person against loss in respect
         thereof; (d) any Obligation arising from the endorsement by such Person
         of an instrument;  (e) any  Obligation of such Person as a surety;  and
         (f) any other contractual  requirement  enforceable against such Person
         that has the same substantive effect as any of the foregoing.  The term
         Indirect  Obligation  does not,  however,  include the endorsement by a
         Person of instruments  for deposit or collection in the ordinary course
         of business or the liability of a general  partner of a partnership for
         Obligations of such partnership.  The amount of any Indirect Obligation
         of a Person shall be deemed to be the stated or determinable  amount of
         the Obligation in respect of which such Indirect Obligation is made or,
         if not  stated or  determinable,  the  maximum  reasonably  anticipated
         liability  in respect  thereof  as  determined  by such  Person in good
         faith.

         Interest Hedge  Obligation -- any  obligations of Borrower to Lender or
         any  Affiliate or Subsidiary  of Bank of America  Corporation  under an
         agreement or agreements between Borrower and Lender or any Affiliate or
         Subsidiary of Bank of America Corporation, whenever entered into, under
         which the  exposure of Borrower 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.

         Investment  -- (a) a loan or advance of money or  property to a Person,
         (b) stock or other equity  interest in a Person,  (c) a debt instrument
         issued by a Person, whether or not convertible to stock or other equity

<PAGE>

         interest in such  Person,  or (d) any other  interest in or rights with
         respect  to a Person  which  include,  in whole or in part,  a right to
         share, with or without  conditions or restrictions,  some or all of the
         revenues  or net  income of such  Person  (other  than rent  charged to
         tenants of Borrower  which is based on a  percentage  of such  tenant's
         sales).

         Law -- any statute, rule, regulation,  order, judgment, award or decree
         of any Governmental Authority.

         Loan  Documents  -- this Note and Credit  Agreement,  the  Amended  and
         Restated  Revolving Note executed by Borrower of even date herewith and
         payable to the order of Lender,  any guaranty of the Loan  Obligations,
         any security agreement,  deed of trust, mortgage, or assignment, or any
         other document  granting a Security  Interest to Lender in any asset of
         Borrower or any other Person to secure the Loan  Obligations  from time
         to time, any reimbursement  agreement between Borrower and Lender,  and
         all other agreements,  certificates,  documents,  instruments and other
         writings  executed in connection  herewith.  Loan Obligations -- all of
         Borrower's  Indebtedness  owing to  Lender  under  the Loan  Documents,
         whether as principal,  interest,  fees or otherwise,  all reimbursement
         obligations  of Borrower to Lender  with  respect to issued  letters of
         credit,  all other  obligations  and  liabilities of Borrower to Lender
         under the Loan Documents,  and all Interest Hedge  Obligations (in each
         case including all extensions, renewals, modifications, rearrangements,
         restructures,  replacements and refinancings of the foregoing,  whether
         or not the  same  involve  modifications  to  interest  rates  or other
         payment terms), 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,  including but not limited to
         the obligation of Borrower to repay future advances by Lender,  whether
         or not  made  pursuant  to  commitment  and  whether  or not  presently
         contemplated by Borrower and Lender in the Loan Documents.

         Material  Adverse  Effect -- as to any Person  and with  respect to any
         event  or  occurrence  of  whatever   nature   (including  any  adverse
         determination   in  any  litigation,   arbitration,   investigation  or
         proceeding),  a material  adverse  effect on the business,  operations,
         revenues, financial condition,  property, or business prospects of such
         Person,  or the  ability of such  Person to timely pay or perform  such
         Person's   obligations   generally,   or  in  the  case  of   Borrower,
         specifically  the  ability  of  Borrower  to  pay  or  perform  any  of
         obligations under this Note and Credit Agreement.

         Material  Agreement  -- as to any  Person,  any  Contract to which such
         Person is a party or by which such Person is bound  which,  if violated
         or  breached,  would have a Material  Adverse  Effect on such Person or
         Borrower.

         Material  Law -- any  separately  enforceable  provision of a Law whose
         violation  by a Person  would  have a Material  Adverse  Effect on such
         Person.

         Material  License  -- (i) as to any  Person,  any  license,  permit  or
         consent  from  a  Governmental   Authority  or  other  Person  and  any
         registration  and filing with a Governmental  Authority or other Person
         which if not  obtained,  held or made  would  have a  Material  Adverse
         Effect on  Borrower,  and (ii) as to any  Person who is a party to this
         Note and  Credit  Agreement  or any of the other  Loan  Documents,  any
         license,  permit or  consent  from a  Governmental  Authority  or other
         Person and any registration or filing with a Governmental  Authority or
         other Person that is necessary for the execution or performance by such
         party,  or the validity or  enforceability  against such party, of this
         Note and Credit Agreement or any of the other Loan Documents.

<PAGE>

         Material   Proceeding  --  any  litigation,   investigation   or  other
         proceeding by or before any  Governmental  Authority (i) which involves
         any of the  Loan  Documents  or  any of the  transactions  contemplated
         thereby,  or involves  Borrower as a party or any property of Borrower,
         and would have a Material  Adverse  Effect on  Borrower,  (ii) in which
         there has been issued an injunction,  writ, temporary restraining order
         or any other order of any nature  which  purports to restrain or enjoin
         the making of any advance,  the  consummation of any other  transaction
         contemplated  by  the  Loan  Documents,  or the  enforceability  of any
         provision of any of the Loan Documents, (iii) which involves the actual
         or alleged  breach or  violation by Borrower of, or default by Borrower
         under,  any Material  Agreement,  or (iv) which  involves the actual or
         alleged violation by Borrower of any Material Law.

         Multi-employer Plan -- a Pension Benefit Plan which is a multi-employer
         plan as defined in Section 4001(a)(3) of ERISA.

         Obligation -- as to any Person,  any  Indebtedness of such Person,  any
         guaranty by such Person of any Indebtedness of another Person,  and any
         contractual  requirement  enforceable against such Person that does not
         constitute Indebtedness of such Person or a guaranty by such Person but
         which would involve the expenditure of money by such Person if complied
         with or enforced.

         PBGC -- the Pension Benefit Guaranty Corporation.

         Pension  Benefit  Plan -- any pension or  profit-sharing  plan which is
         covered by Title I of ERISA and all other  benefit plans and in respect
         of which a Person or a Commonly  Controlled Entity of such Person as an
         employer as defined in Section 3(5) of ERISA.

         Permitted Indebtedness - defined in covenant 18.

         Permitted Security Interest -- defined in covenant 20.

         Person   --   any   individual,   partnership,    corporation,   trust,
         unincorporated  association,  joint venture, limited liability company,
         limited  liability  partnership,   Governmental   Authority,  or  other
         organization in any form that has the legal capacity to sue or be sued.
         If the  context  so  implies  or  requires,  the term  Person  includes
         Borrower.

         Prime  Rate -- on any day,  the rate of  interest  per annum  then most
         recently  established  by  Lender  as its  Prime  Rate.  Such rate is a
         general  reference  rate of  interest,  may not be related to any other
         rate, and may not be the lowest or best rate actually charged by Lender
         to any  customer or a favored rate and may not  correspond  with future
         increases or decreases in interest  rates  charged by other  lenders or
         market interest rates in general.

         Security Interest -- as to any item of tangible or intangible property,
         any  interest  therein or right with  respect  thereto  that secures an
         Obligation  or Indirect  Obligation,  whether such interest or right is
         created  under a Contract,  or by operation of law or statute  (such as
         but not limited to a  statutory  lien for work or  materials),  or as a
         result of a judgment, or which arises under any form of preferential or
         title retention agreement or arrangement  (including a conditional sale
         agreement or a lease) that has  substantially  the same economic effect
         as any of the foregoing.

         Subsidiary  -- as to  any  Person,  a  corporation,  limited  liability
         company,  trust or  partnership  with respect to which more than 80% of
         the  outstanding  shares of stock,  membership  interests,  partnership
         interests or trustee  powers having  ordinary  voting power (other than
         stock  having  such  power  only  by  reason  of  the  happening  of  a
         contingency)  is at the  time  owned by such  Person  or by one or more
         Subsidiaries of such Person.

<PAGE>

         Tax -- as to any Person,  any tax,  assessment,  fee,  or other  charge
         levied by a  Governmental  Authority  on the income or property of such
         Person,  including  any  interest or  penalties  thereon,  and which is
         payable by such Person.

         United States -- when used in a geographical  sense,  all the states of
         the United  States of America and the  District of  Columbia;  and when
         used in a legal  jurisdictional  sense,  the  government of the country
         that is the United States of America.

         Welfare Benefit Plan -- any plan described by Section 3(1) of ERISA.

Miscellaneous
-------------

Unless the context  otherwise  requires,  accounting  terms  herein that are not
defined  herein shall be calculated  under GAAP.  All Financial  Statements  and
financial  measurements  contemplated  hereunder  respecting  Borrower  shall be
presented  and  calculated  for  Borrower and all of its  Subsidiaries,  if any,
unless  otherwise   expressly  provided  herein,  on  a  consolidated  basis  in
accordance with GAAP.

Unless the context  clearly  requires  otherwise:  (i)  references to the plural
include the singular and vice versa;  (ii)  references  to a party  include such
party's  successors and assigns but, if applicable,  only if such successors and
assigns are permitted by this Note and Credit Agreement; (iii) references to one
gender  include all  genders;  (iv)  including is not  limiting;  (v) or has the
inclusive  meaning  represented  by the phrase  and/or;  (vi) the words  hereof,
herein,  hereby,  hereunder and similar terms in this Note and Credit  Agreement
refer to this Note and  Credit  Agreement  as a whole and not to any  particular
provision of this Note and Credit  Agreement;  (vii) reference to any instrument
(including  this Note and Credit  Agreement),  document or agreement  means such
agreement, document or instrument as amended, modified or restated and in effect
from time to time in accordance  with the terms thereof and, if applicable,  the
terms hereof;  and (vii)  general and specific  references to any law means such
law as amended,  modified,  codified or reenacted,  in whole or in part,  and in
effect from time to time. In the computation of periods of time from a specified
date to a later  specified date, the word from shall mean from and including and
the  words to and  until  shall  each  mean to but  excluding.  Periods  of days
referred to in this Note and Credit  Agreement shall be counted in calendar days
unless  Business  Days are  expressly  prescribed.  References  in this Note and
Credit  Agreement to months and years means  calendar  months and calendar years
unless otherwise  specified,  and periods counted as a number of months or years
from a particular date shall be measured to the numerically  corresponding  date
of each following month or year, as applicable.

Any  controversy or claim between  Borrower and Lender,  including those arising
out of or  relating  to this  instrument  or any other  document  evidencing  or
securing the loan  transaction  herein  involved,  or any related  agreements or
instruments, including any claim based on or arising from an alleged tort, shall
be  determined  by  binding   arbitration  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration  Association and the Special Rules
set out below in this paragraph. In the event of any inconsistency,  the Special
Rules shall control.  Judgment upon any arbitration  award may be entered in any
court  having  jurisdiction.  Any party to such  document  may bring an  action,
including  a summary  or  expedited  proceeding,  to compel  arbitration  of any
controversy  or  claim to which  this  paragraph  applies  in any  court  having
jurisdiction over such action. The Special Rules are as follows: (1) there shall
be one arbitrator selected from a panel of disinterested arbitrators as provided
in the Commercial  Arbitration  Rules; (2) the arbitration shall be conducted in
Taney County,  Missouri;  (3) all arbitration hearings shall be commenced within
90 calendar days after the demand for arbitration;  and (4) the arbitrator shall
only, upon a showing of cause,  be permitted to extend the  commencement of such
hearing for up to an  additional  60 calendar  days.  Nothing in this  paragraph
shall be  deemed  to (i) limit the  applicability  of any  otherwise  applicable
statutes of limitation or repose and any waivers contained in this Note; or (ii)
limit the right of Lender (A) to exercise  self help  remedies  such as (but not
limited  to)  setoff,  or (B) to obtain from a court  provisional  or  ancillary
remedies such as (but not limited to) injunctive  relief or the appointment of a
receiver.  Neither the  exercise of self help  remedies nor the  institution  or

<PAGE>

maintenance of an action for provisional or ancillary  remedies shall constitute
a waiver of the right of any party,  including  the claimant in any such action,
to arbitrate the merits of the controversy or claim  occasioning  resort to such
remedies. No provision in this Note and Credit Agreement regarding submission to
jurisdiction  and/or  venue in any court is intended or shall be construed to be
in derogation of this paragraph for arbitration of any controversy or claim.

TO THE EXTENT THE PRECEDING PARAGRAPH DOES NOT APPLY FOR ANY REASON, AND SUBJECT
ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,  BORROWER AND LENDER HEREBY AGREE TO
THE  EXCLUSIVE  JURISDICTION  OF THE FEDERAL  COURT OF THE  WESTERN  DISTRICT OF
MISSOURI AND THE STATE COURTS OF MISSOURI LOCATED IN TANEY COUNTY, AND WAIVE ANY
OBJECTION  BASED ON VENUE OR FORUM NON  CONVENIENS  WITH  RESPECT  TO ANY ACTION
INSTITUTED  ON THIS  NOTE AND  CREDIT  AGREEMENT,  AND  AGREE  THAT ANY  DISPUTE
CONCERNING THE RELATIONSHIP BETWEEN BORROWER AND LENDER OR THE CONDUCT OF EITHER
OF THEM IN CONNECTION WITH THIS NOTE AND CREDIT AGREEMENT SHALL BE HEARD ONLY IN
THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) LENDER SHALL HAVE
THE RIGHT TO BRING ANY ACTION OR PROCEEDING  AGAINST BORROWER OR ITS PROPERTY IN
ANY COURTS OF ANY OTHER  JURISDICTION  LENDER DEEMS  NECESSARY OR APPROPRIATE IN
ORDER TO REALIZE ON THE COLLATERAL OR OTHER  SECURITY FOR THE LOAN  OBLIGATIONS,
IF ANY, AND (2) BORROWER AND LENDER ACKNOWLEDGE THAT ANY APPEALS FROM THE COURTS
DESCRIBED IN THE IMMEDIATELY  PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE THOSE JURISDICTIONS.

BORROWER AND LENDER HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT
AND  CONSENT  THAT ALL SUCH  SERVICE OF PROCESS MAY BE MADE BY  REGISTERED  MAIL
(RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER OR LENDER (AS APPLICABLE) AT ITS
ADDRESS SET FORTH IN THIS NOTE AND CREDIT  AGREEMENT,  AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED  FIVE DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED
IN THE U.S. MAILS, CERTIFIED OR REGISTERED. NOTHING IN THIS SECTION SHALL AFFECT
THE RIGHT OF LENDER OR  BORROWER  TO SERVE  LEGAL  PROCESS  IN ANY OTHER  MANNER
PERMITTED BY LAW.

BORROWER  AND  LENDER  HEREBY  WAIVE  ANY  RIGHT TO TRIAL BY JURY OF ANY  CLAIM,
DEMAND,  ACTION OR CAUSE OF  ACTION  (1)  ARISING  UNDER  THIS  NOTE AND  CREDIT
AGREEMENT,  OR (2) IN ANY WAY  CONNECTED  WITH OR RELATED OR  INCIDENTAL  TO THE
DEALINGS  OF  BORROWER  AND LENDER OR EITHER OF THEM IN RESPECT OF THIS NOTE AND
CREDIT  AGREEMENT OR THE TRANSACTIONS  RELATED HERETO,  IN EACH CASE WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.  BORROWER AND LENDER  AGREE AND CONSENT THAT ANY SUCH CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION  SHALL BE  DECIDED BY COURT  TRIAL  WITHOUT A JURY AND
THAT LENDER OR BORROWER (AS  APPLICABLE)  MAY FILE AN ORIGINAL  COUNTERPART OR A
COPY OF THIS  NOTE AND  CREDIT  AGREEMENT  WITH ANY  COURT IN THE  JURISDICTIONS
AGREED TO IN THIS NOTE AND CREDIT  AGREEMENT AS WRITTEN  EVIDENCE OF THE CONSENT
OF BORROWER AND LENDER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

<PAGE>

This Note and  Credit  Agreement  is an  amendment  and  restatement,  but not a
novation or  refinancing,  of the Note from  Borrower to Lender dated as of July
30, 1993 in the original  principal  amount of $3,500,000  (the Original  Note).
This  Note  does not  evidence  or effect a  release  or  relinquishment  of the
priority of the Security Interests of Lender in any of the Collateral (including
Collateral  which  secured the  repayment of the  Original  Note.) This Note and
Credit Agreement also supersedes the  representations and covenants contained in
that certain Third Modification Agreement executed by Borrower dated as of March
1, 1997 in favor of Lender.

The  following  notice is given  pursuant  to Section  432.045  of the  Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify the terms of the Loan  Documents:  ORAL AGREEMENTS OR COMMITMENTS TO LOAN
MONEY,  EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
PROMISES  TO  EXTEND OR RENEW  SUCH DEBT ARE NOT  ENFORCEABLE.  TO  PROTECT  YOU
(BORROWER)  AND US  (CREDITOR)  FROM  MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY
AGREEMENTS WE REACH  COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,  WHICH
IS THE COMPLETE AND EXCLUSIVE  STATEMENT OF THE AGREEMENT  BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.

The  following  notice is given  pursuant  to Section  427.120  of the  Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify the terms of the Loan  Documents:  UNLESS  YOU  PROVIDE  EVIDENCE  OF THE
INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE
AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY,
BUT NEED NOT, PROTECT YOUR INTERESTS.  THE COVERAGE THAT WE PURCHASE MAY NOT PAY
ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH
THE  COLLATERAL.  YOU MAY LATER CANCEL ANY  INSURANCE  PURCHASED BY US, BUT ONLY
AFTER  PROVIDING  EVIDENCE THAT YOU HAVE  OBTAINED  INSURANCE AS REQUIRED BY OUR
AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL,  YOU WILL BE RESPONSIBLE
FOR THE COSTS OF THAT INSURANCE,  INCLUDING THE INSURANCE PREMIUM,  INTEREST AND
ANY  OTHER  CHARGES  WE MAY  IMPOSE  IN  CONNECTION  WITH THE  PLACEMENT  OF THE
INSURANCE,  UNTIL THE EFFECTIVE  DATE OF THE  CANCELLATION  OR EXPIRATION OF THE
INSURANCE.  THE COSTS OF THE  INSURANCE  MAY BE ADDED TO YOUR TOTAL  OUTSTANDING
BALANCE OR  OBLIGATION.  THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF
INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

                      [The next page is the signature page]
<PAGE>



<PAGE>




THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED BY THE
PARTIES.



ITEC ATTRACTIONS, INC.

By:
   ------------------------------
Name:
     ----------------------------
Title:
      ---------------------------


Acknowledged and Agreed:


BANK OF AMERICA, N.A.


By:
   ------------------------------
Name:
     ----------------------------
Title:
      ---------------------------

<PAGE>


                                  ATTACHMENT A

                              Amortization Schedule

<PAGE>


                                  ATTACHMENT B

                               Disclosure Schedule


Trade Names Used:

IMAX Entertainment Complex
Ozark Discovery IMAX Theater
Remember When Theater
McFarlain's Restaurant
Legacy and Legend Gift Shop
IMAX Food Court

Existing Indebtedness

Ann Bluto                                   $100,000
Great Southern Bank                         $100,000
GMAC (Tahoe Lease)                          $564.18 per month
GMAC (Van Lease)                            $474.05 per month
GMAC (Oldsmobile Aurora loan)               $20,700
Caterpillar Financial Services              $22,000
Cannon Financial Services                   $3,300
Ozark Mountain Bank (sign lease)            $13,000
ATM Machine                                 $5,200



<PAGE>


                                  ATTACHMENT C

                         Form of Compliance Certificate


TO:      BANK OF AMERICA, N.A.

         This Compliance  Certificate is furnished  pursuant to that Amended and
Restated Term Note and Credit  Agreement dated as of July ___, 2000 (as the same
may be amended,  restated or otherwise  modified from time to time, the Note and
Credit Agreement), from ITEC ATTRACTIONS, INC., as Borrower, to BANK OF AMERICA,
N.A., as Lender. Unless otherwise defined herein, capitalized terms used in this
Compliance  Certificate  have  the  meanings  defined  in the  Note  and  Credit
Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.       I am the duly elected _____________ of Borrower.

         2. I have  reviewed the Note and Credit  Agreement  and I have made, or
         have  caused  to  be  made  under  my  supervision,  a  review  of  the
         transactions  and conditions of Borrower  during the accounting  period
         covered by the attached Financial Statements.

         3. The  examinations  described in paragraph 2 did not disclose,  and I
         have no knowledge  of, the  existence  of any  condition or event which
         constitutes  a  Default  or  Event  of  Default  as of the date of this
         Compliance Certificate;  and to my knowledge all of the representations
         and warranties of Borrower  contained in the Note and Credit  Agreement
         are true and correct.

         4. Schedule I attached  hereto  contains the Financial  Statements  for
         Borrower  for the fiscal year ended,  which are complete and correct in
         all material  respects and have been prepared in  accordance  with GAAP
         applied  consistently  throughout  the period  and with  prior  periods
         (except as disclosed therein).

         5. Borrower is in compliance  with all of the covenants in the Note and
         Credit  Agreement,  including  the  financial  covenants  therein,  and
         Schedule II attached hereto contains  calculations  based on Borrower's
         financial  statements and other financial  records that show Borrower's
         compliance with such financial covenants. The calculations and the data
         upon  which  they are  based  are  believed  by me to be  complete  and
         correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this ______ day of -------------------.

                                      ITEC ATTRACTIONS, INC.

                                      by its -------------------------------

                                      --------------------------------------

                                      Signed:
                                             -------------------------------


<PAGE>



                      SCHEDULE I TO COMPLIANCE CERTIFICATE
                      ------------------------------------

                        See current Financial Statements.


<PAGE>


                      SCHEDULE II TO COMPLIANCE CERTIFICATE
                      -------------------------------------
               Calculations of Compliance with Financial Covenants
                   for fiscal year ended ______________ (Date)

Covenant 31--Debt Service Coverage Ratio

1)    EBITDA

  a)  net income                                               $________________

  b)  plus federal, state and local income tax expense         $________________

  c)  plus interest expense                                    $________________

  d)  plus depreciation and amortization expense               $________________

  e)  plus losses on the sale or other disposition of assets   $________________

  f)  plus extraordinary losses                                $________________

  g)  plus costs accrued but not paid in cash                  $________________

  h)  minus gains on the sale or other disposition of assets  $(_______________)

  i)  minus extraordinary gains                               $(_______________)

  j)  Total EBITDA                                             $________________

2)    Debt Service

  a)  interest expense                                         $________________

  b)  current principal maturities of long term indebtedness   $________________

  c)  Total Debt Service                                       $________________

3)    Debt Service Coverage Ratio (1(j) to 2(c))               _________________

4)    Ratio required by Covenant 31                                1.20 to 1.00


<PAGE>