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                                                                   EXHIBIT 10.24

             AMENDMENT NUMBER THIRTEEN TO CONSOLIDATED, AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT

               THIS AMENDMENT NUMBER THIRTEEN TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of
April ____, 2001 between FOOTHILL CAPITAL CORPORATION, a California corporation
("Foothill"), with a place of business located at 2450 Colorado Avenue, Suite
3000W, Santa Monica, California 90404, MALIBU ENTERTAINMENT WORLDWIDE, INC., a
Georgia corporation ("MEWI"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, MOUNTASIA MANAGEMENT COMPANY, a
Georgia corporation ("MMC"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, MALIBU GRAND PRIX CORPORATION, a
Delaware corporation ("MGPC"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, TUCSON MGPC, INC., an Arizona
corporation ("Tucson"), with its chief executive office located at 717 North
Harwood, Suite 1650, Dallas, Texas 75201, PUENTE HILLS MGPC, INC., a California
corporation ("PH"), with its chief executive office located at 717 North
Harwood, Suite 1650, Dallas, Texas 75201, PUENTE HILLS SHOWBOAT MGPC, INC., a
California corporation ("PHS"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, REDONDO BEACH CASTLE MGPC, INC.,
a California corporation ("RBC"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, REDWOOD CITY CASTLE MGPC, INC.,
a California corporation ("RCC"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, SAN DIEGO MGPC, INC., a
California corporation ("San Diego"), with its chief executive office located at
717 North Harwood, Suite 1650, Dallas, Texas 75201, PORTLAND MGPC, INC., an
Oregon corporation ("Portland"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, DALLAS CASTLE MGPC, INC., a
Texas corporation ("DC"), with its chief executive office located at 717 North
Harwood, Suite 1650, Dallas, Texas 75201, SAN ANTONIO CASTLE MGPC, INC., a Texas
corporation ("SAC"), with its chief executive office located at 717 North
Harwood, Suite 1650, Dallas, Texas 75201, SAN ANTONIO MGPC, INC., a Texas
corporation ("San Antonio"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, MOUNTASIA DEVELOPMENT COMPANY, a
Georgia corporation ("MDC"), with its chief executive office located at 717
North Harwood, Suite 1650, Dallas, Texas 75201, MALIBU GRAND PRIX DESIGN &
MANUFACTURING, INC., a California corporation ("MGPDMI"), with its chief
executive office located at 717 North Harwood, Suite 1650, Dallas, Texas 75201,
MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California corporation ("MGPFSI"),
with its chief executive office located at 717 North Harwood, Suite 1650,
Dallas, Texas 75201, OFF TRACK MANAGEMENT, INC., a California corporation ("Off
Track"), with its chief executive office located at 717 North Harwood, Suite
1650, Dallas, Texas 75201, MGP SPECIAL, INC., a California corporation
("Special"), with its chief executive office located at 717 North Harwood, Suite
1650, Dallas, Texas 75201, AMUSEMENT MANAGEMENT FLORIDA, INC., a Florida
corporation


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("Amusement"), with its chief executive office located at 717 North
Harwood, Suite 1650, Dallas, Texas 75201, MALIBU GRAND PRIX CONSULTING, INC., a
California corporation ("Consulting"), with its chief executive office located
at 717 North Harwood, Suite 1650, Dallas, Texas 75201, MOUNTASIA - MEI
INTERNATIONAL, INC., a Georgia corporation ("MMEII"), with its chief executive
office located at 717 North Harwood, Suite 1650, Dallas, Texas 75201, MOUNTASIA
- MEI LIMITED COMPANY, INC., a California corporation ("MMEILC"), with its chief
executive office located at 717 North Harwood, Suite 1650, Dallas, Texas 75201,
MOUNTASIA - MEI CALIFORNIA, INC., a California corporation ("MCNC"), with its
chief executive office located at 717 North Harwood, Suite 1650, Dallas, Texas
75201, MOUNTASIA - MEI CALIFORNIA LIMITED PARTNERSHIP, a California limited
partnership ("MMEICLP"), with its chief executive office located at 717 North
Harwood, Suite 1650, Dallas, Texas 75201, MOUNTASIA FAMILY ENTERTAINMENT
CENTERS, INC., a Texas corporation ("MFEC"), with its chief executive office
located at 717 North Harwood, Suite 1650, Dallas, Texas 75201, and MALIBU
CENTERS, INC., a California corporation ("MCI"), with its chief executive office
located at 717 North Harwood, Suite 1650, Dallas, Texas 75201.

                                    Recitals:

A.      Borrower and Foothill are parties to the Consolidated, Amended, and
        Restated Loan and Security Agreement, entered into as of August 22, 1996
        (as amended from time to time prior to the date hereof, the "Loan
        Agreement").

B.      Borrower has requested that Foothill extend the date on which the
        mandatory prepayment of the Obligations are due from April 30, 2001 to
        May 31, 2001; and

C.      Foothill is willing to consent to the extension of the mandatory
        prepayment date from April 30, 2001 to May 31, 2001 on the terms and
        conditions set forth herein.

                                   Agreement:

                NOW, THEREFORE, in consideration of the mutual promises
contained herein, Foothill and Borrower hereby agree as follows:

                1. Definitions. All capitalized terms used herein and not
defined herein shall have the meanings ascribed to them in the Loan Agreement.

                2. Amendments to the Loan Agreement.

                        a.      Section 1.1 of the Loan Agreement hereby is
                                amended by adding or amending and restating, as
                                applicable, each of the following definitions in
                                alphabetical order:

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               "Thirteenth Amendment" means that certain Amendment Number
Thirteen to Consolidated, Amended, and Restated Loan and Security Agreement,
dated as of April ___, 2001.

               "Thirteenth Amendment Closing Date" means the date on which each
of the conditions precedent set forth in Section 3 of the Thirteenth Amendment
are satisfied in full.

                        b.      Section 2.12(b) of the Loan Agreement hereby is
                                amended and restated in its entirety as follows:

                (b)     On or before May 31, 2001, Borrower shall make a
mandatory prepayment of the Obligations in an amount sufficient to reduce the
aggregate amount of the Obligations outstanding to not more than $9,000,000.

                3. Condition to the Effectiveness of this Amendment. The
effectiveness of this Amendment is subject to the fulfillment, to the
satisfaction of Foothill, of each of the following conditions precedent:

                        a.      Foothill shall have received on or before the
                                Thirteenth Amendment Closing Date, this
                                Amendment, duly executed and in form and
                                substance satisfactory to Foothill.

                        b.      The representations and warranties in this
                                Amendment, the Agreement as amended by this
                                Amendment, and the other Loan Documents shall be
                                true and correct in all material respects on and
                                as of the date hereof as though made on such
                                date (except to the extent that such
                                representations and warranties relate solely to
                                an earlier date);

                        c.      After giving effect hereto, no Default or Event
                                of Default shall have occurred and be continuing
                                on the date hereof, nor shall result from the
                                consummation of the transactions contemplated
                                herein; and

                        d.      No injunction, writ, restraining order, or other
                                order of any nature prohibiting, directly or
                                indirectly, the consummation of the transactions
                                contemplated herein shall have been issued and
                                remain in force by any governmental authority
                                against Borrower, Foothill, or any of their
                                respective Affiliates.

                4. Representations and Warranties. Borrower hereby represents
and warrants to Foothill that (a) the execution, delivery, and performance of
this Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governments authority, or of the terms of its charter or

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bylaws, or of any contract or undertaking to which it is a party or by which any
of its properties may be bound or affected, (b) the Loan Agreement, as amended
by this Amendment, constitutes Borrower's legal, valid, and binding obligation,
enforceable against Borrower in accordance with its terms, and (c) this
Amendment has been duly executed and delivered.

                5. Further Assurances. Borrower shall execute and deliver all
financing statements, agreements, documents, and instruments, in form and
substance satisfactory to Foothill, and take all actions as Foothill may
reasonably request from time to time, to perfect and maintain the perfection and
priority of Foothill's security interests in the Collateral, and to fully
consummate the transactions contemplated under the Loan Agreement and this
Amendment.

                6. Effect on Loan Documents. The Loan Agreement, as amended
hereby, and the other Loan Documents shall be and remain in full force and
effect in accordance with their respective terms and each hereby is ratified and
confirmed in all respects. Except as expressly set forth herein, the execution,
delivery, and performance of this Amendment shall not operate as a waiver of or
as an amendment of any right, power, or remedy of Foothill under the Loan
Agreement, as in effect prior to the date hereof.

                7. Miscellaneous.

                        a.      Upon the effectiveness of this Amendment, each
                                reference in the Loan Agreement to "this
                                Agreement", "hereunder", "herein", "hereof" or
                                words of like import referring to the Loan
                                Agreement shall mean and refer to the Loan
                                Agreement as amended by the First Amendment, the
                                Second Amendment, the Third Amendment, the
                                Fourth Amendment, the Fifth Amendment, the Sixth
                                Amendment, the Seventh Amendment, the Eighth
                                Amendment, the Ninth Amendment, the Tenth
                                Amendment, the Eleventh Amendment, Twelfth
                                Amendment, and this Amendment.

                        b.      Upon the effectiveness of this Amendment, each
                                reference in the Loan Documents to the "Loan
                                Agreement", "thereunder", "therein", 'thereof"
                                or words of like import referring to the Loan
                                Agreement shall mean and refer to the Loan
                                Agreement as amended by the First Amendment, the
                                Second Amendment, the Third Amendment, the
                                Fourth Amendment, the Fifth Amendment, the Sixth
                                Amendment, the Seventh Amendment, the Eighth
                                Amendment, the Ninth Amendment, the Tenth
                                Amendment, the Eleventh Amendment, Twelfth
                                Amendment, and this Amendment.



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                        c.      This Amendment shall be governed by and
                                construed in accordance with the laws of the
                                State of California.

                        d.      This Amendment may be executed in any number of
                                counterparts and by different parties on
                                separate counterparts, each of which, when
                                executed and delivered, shall be deemed to be an
                                original, and all of which, when taken together,
                                shall constitute but one and the same Amendment.
                                Delivery of an executed counterpart of this
                                Amendment by telefacsimile shall be equally as
                                effective as delivery of an original executed
                                counterpart of this Amendment. Any party
                                delivering an executed counterpart of this
                                Amendment by telefacsimile also shall deliver an
                                original executed counterpart of this Amendment
                                but the failure to deliver an original executed
                                counterpart shall not affect the validity,
                                enforceability, and binding effect of this
                                Amendment.

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                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed on the date first written above.

                MALIBU ENTERTAINMENT WORLDWIDE, INC., a Georgia corporation
                MOUNTASIA FAMILY ENTERTAINMENT CENTERS, INC., a Texas
                  corporation
                MOUNTASIA MANAGEMENT COMPANY, a Georgia corporation
                MALIBU GRAND PRIX CORPORATION, a Delaware corporation
                TUCSON MGPC, INC., an Arizona corporation
                PUENTE HILLS MGPC, INC., a California corporation
                PUENTE HILLS SHOWBOAT MGPC, INC., a California corporation
                REDONDO BEACH CASTLE MGPC, INC., a California corporation
                REDWOOD CITY CASTLE MGPC, INC., a California corporation
                SAN DIEGO MGPC, INC., a California corporation
                PORTLAND MGPC, INC., an Oregon corporation
                DALLAS CASTLE MGPC, INC., a Texas corporation
                SAN ANTONIO CASTLE MGPC, INC., a Texas corporation
                SAN ANTONIO MGPC, INC., a Texas corporation
                MOUNTASIA DEVELOPMENT COMPANY, a Georgia corporation
                MALIBU GRAND PRIX DESIGN & MANUFACTURING, INC., a California
                  corporation
                MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California
                  corporation
                OFF TRACK MANAGEMENT, INC., a California corporation
                MGP SPECIAL, INC., a California corporation
                AMUSEMENT MANAGEMENT FLORIDA, INC., a Florida corporation
                MALIBU GRAND PRIX CONSULTING, INC., a California corporation
                MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation
                MOUNTASIA - MEI LIMITED COMPANY, INC., a California corporation
                MOUNTASIA - MEI CALIFORNIA, INC., a California corporation
                MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation, in
                  its capacity as general partner of MOUNTASIA - MEI CALIFORNIA
                LIMITED PARTNERSHIP, a California limited partnership
                MALIBU CENTERS, INC., a California corporation

                By:
                   ------------------------------------------
                Name:
                Title:  Responsible officer for each of the
                        above referenced Persons composing Borrower

                           [signature page continues]



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                                               FOOTHILL CAPITAL CORPORATION,
                                               a California corporation

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




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