PREFERENCES AND RIGHTS OF SERIES F PREFERRED STOCK

                                       of

                   MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.

      2.6 Class F Preferred Stock. The voting powers, preferences and relative,
participating, optional and other special rights of the shares of Series F
Preferred Stock, and the qualifications, limitations or restrictions thereof,
are as follows:

      2.6.1 Designation and Amount. The shares of such series shall be
designated as "Series F Preferred Stock" and the number of shares constituting
such series shall be 2,700,000.

      2.6.2 Dividends and Distributions. (a) Except as set forth in the next
succeeding sentence, subject to the prior and superior rights of the holders of
any shares of any other series or class of Preferred Stock issued from time to
time the express terms of which make the shares of such other Preferred Stock
prior and superior to the shares of Series F Preferred Stock with respect to
dividends or other distributions or upon liquidation, dissolution or winding-up
("Senior Preferred Stock"), the holders of shares of Series F Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of Directors
of the Corporation (the "Board") out of funds legally available for the purpose,
dividends or other distributions payable or distributable on the date on which
dividends or other distributions are so payable or distributable on or in
respect of Common Stock (each such date being referred to herein as a "Dividend
Payment Date"), in an amount per share (rounded to the nearest cent) of Series F
Preferred Stock equal to ten times the aggregate per share amount of all cash
dividends, and ten times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions), declared on the Common Stock since
the immediately preceding Dividend Payment Date, or, with respect to the first
Dividend Payment Date, since the first issuance of any shares of Series F
Preferred Stock. Notwithstanding the preceding sentence, subject to the prior
and superior rights of the holders of Senior Preferred Stock, in the event the
Corporation shall declare any dividend or other distribution on shares of Common
Stock payable in shares of Common Stock or any other stock of the Corporation
having the right to vote in the election of directors on a regular basis ("Other
Voting Stock"), then (i) in each such case where shares of Common Stock would
have been payable, each holder of shares of Series F Preferred Stock shall be
entitled to receive a number of additional shares of Series F Preferred Stock
equal to one-tenth the number of shares of Common Stock such holder would have
received if all of such holder's shares of Series F Preferred Stock had been
converted into Common Stock in accordance with
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Section 2.6.8 below, as of the record date specified in Section 2.6.2(d) below,
and (ii) in each such case where shares of Other Voting Stock would have been
payable, each holder of shares of Series F Preferred Stock shall be entitled to
receive such number of shares of any series or class of the Corporation's stock
as shall provide such holder all the relative rights, preferences and powers,
except voting rights, that the holder would have received as a holder of Common
Stock if all of such holder's shares of Series F Preferred Stock had been
converted into Common Stock in accordance with Section 2.6.8 below (assuming for
this purpose that the conditions thereto had been satisfied), as of the record
date specified in Section 2.6.2(d) below.

            (b) Subject to the prior and superior rights of the holders of any
shares of Senior Preferred Stock, if the Corporation subdivides the outstanding
shares of Common Stock into a greater number of shares or combines the
outstanding shares of Common Stock into a greater number of shares, then in each
case the outstanding shares of Series F Preferred Stock shall also be subdivided
or combined in the same proportion, so that each share of Series F Preferred
Stock continues to be entitled to ten times the amount of dividends and
distributions as each share of Common Stock.

            (c) The Corporation shall declare a dividend or distribution on or
in respect of, or a subdivision or combination of, the Series F Preferred Stock
as provided in Section 2.6.2(a) or (b) above simultaneously with its declaration
of any dividend or distribution on or in respect of, or a subdivision or
combination of, the Common Stock.

            (d) The Board may fix a record date for the determination of holders
of shares of Series F Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be the same as the
record date for dividends or distributions on or in respect of Common Stock.

      2.6.3 Voting Rights. Except as set forth herein or otherwise provided by
law, holders of Series F Preferred Stock shall have no voting rights and their
consent shall not be required for taking any corporate action.

      2.6.4 Reacquired Shares. Any shares of Series F Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board, subject to the conditions and
restrictions on issuance set forth herein.


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      2.6.5 Liquidation, Dissolution or Winding Up. Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, the
holders of shares of Series F Preferred Stock shall receive an amount equal to
accrued and unpaid dividends and distributions thereon to the date of such
payment and an aggregate amount per share, equal to ten times the aggregate
amount to be distributed per share to holders of shares of Common Stock.

      2.6.6 Recapitalization, Consolidation, Merger, etc. In case the
Corporation shall enter into any recapitalization, consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series F Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to ten times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged.

      2.6.7 Rights Offerings. If the Corporation shall offer for subscription
prorata to the holders of its Common Stock any additional shares of stock of any
class or any other right, then, in each such case, the Corporation shall give to
the holders of shares of Series F Preferred Stock the same notice and same
opportunity to participate in said subscription offering, as if the shares of
Series F Preferred Stock had theretofore been converted into Common Stock,
provided, however, that if (a) the offer involves any right to acquire shares of
Common Stock or any Other Voting Stock and (b) the shares of Series F Preferred
Stock are not then convertible into Common Stock in accordance with Section
2.6.8 below, then (x) if the offer involves Common Stock the Corporation shall
give the holders of the shares of Series F Preferred Stock the right to acquire
one tenth of a share of Series F Preferred Stock for each share of Common Stock
such holder would otherwise have had the right to acquire at a price per share
which would have applied to the Common Stock (a) multiplied by ten and (b)
reduced by 15%; and (y) if the offer involves Other Voting Stock, the
Corporation shall give the holders of the shares of Series F Preferred Stock the
right to acquire such number of shares of any series or class of the
Corporation's stock at such price and on such other terms as shall provide such
holder all the relative rights, preferences and powers, except voting rights,
that the holder would have received if all of such holder's shares of Series F
Preferred Stock had been converted into Common Stock in accordance with Section
2.6.8 below (assuming for this purpose that the conditions thereto had been
satisfied).

      2.6.8 Conversion. (a) The holders of Series F Preferred Stock shall have
the right to convert all or a portion of their shares of Series F Preferred
Stock into ten shares of Common


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Stock at any time after the Corporation's shareholders entitled to vote thereon
have approved the issuance of shares of Common Stock pursuant to Section 4.16 of
the Amended and Restated Investment Agreement, dated June 5, 1996, as amended,
by and between the Corporation and MEI Holdings, Inc. ("MEIH").

            (b) Regardless of whether the shareholder approval referred to in
Section 2.6.8(a) above has been obtained, the holders of shares of Series F
Preferred Stock will have the right at any time to convert all or a portion of
such shares of Series F Preferred Stock into ten shares of Common Stock under
any of the following circumstances: (i) so long as the shares of Series F
Preferred Stock to be so converted are beneficially owned by a person, entity or
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), as amended (collectively, a "Person"), other than,
and which (if a "group") does not include, MEIH or any "affiliate" (within the
meaning of Rule 12b-2 under the Exchange Act) of MEIH (collectively, the "MEIH
Group"), unless, as of the time of transfer of the shares of Series F Preferred
Stock by any member of the MEIH Group to any Person who or which is not a member
of the MEIH Group, both (A) the restrictions set forth in Section 2.1 of the
Standstill Agreement dated August 23, 1996 between the Company and MEI continue
to apply to limit ownership by MEI to less than a majority of the Total Voting
Power (as that term is defined in the Standstill Agreement) and (B) such Person,
after giving effect to such transfer, would be the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act, as in effect on the Issuance Date)
of a majority of the shares of capital stock of the Corporation entitled to vote
generally in the election of members of the Board (any such shareholder, a
"Controlling Shareholder"), (ii) by any member of the MEIH Group, so long as
after giving effect to such conversion, the MEIH Group, taken as a whole, would
not be a Controlling Shareholder, or (iii) with the approval of a majority of
the members of the Board who are not designated for election to the Board by, or
employed by any member of the MEIH Group or employed by the Corporation or any
subsidiary of the Corporation.

            (c) The Corporation shall at all times reserve and keep available,
free from liens, charges and security interest and not subject to any preemptive
rights, for issuance upon conversion of the shares of Series F Preferred Stock,
such number of its authorized but unissued shares of Common Stock as will from
time to time be sufficient to permit the conversion of all outstanding shares of
Series F Common Stock, and shall take all action required to increase the
authorized number of shares of Common Stock if necessary to permit the
conversion of all outstanding shares of Series F Preferred Stock.

      2.6.9 No Redemption. The shares of Series F Preferred Stock shall not be
redeemable.


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      2.6.10 Ranking. The Series F Preferred Stock shall rank junior to all
Senior Preferred which may be issued from time to time as to the payment of
dividends or other distributions or upon liquidation, dissolution or winding-up,
unless the terms of any such series shall provide otherwise.

      2.6.11 Amendment. The Articles of Incorporation of the Corporation may not
be further amended in any manner, nor may the Corporation take any other action,
which would alter or change the powers, preferences or special rights of the
Series F Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of a majority of the outstanding shares of Series F
Preferred Stock, voting separately as a class.

      2.6.12 Fractional Shares. Series F Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series F Preferred
Stock.


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