[Company Letterhead]

                                  July 23, 1996

MEI Holdings, LP
4200 Texas Commerce Tower
Dallas, Texas  75201

            RE: Investment Agreement dated as of July 5, 1996/As Amended

Ladies and Gentlemen:

      Reference is made to that certain Investment Agreement between Mountasia
Entertainment International, Inc. (the "Company") and you ("Purchaser") dated as
of June 5, 1996 as amended to and through the date hereof.

      In connection with the substantial investment proposed to be made by you
in the Company as set forth in the Investment Agreement, as amended, the
undersigned hereby agrees as follows:

      (i) that, notwithstanding anything to the contrary in any employment
      agreement or stock option agreement between the Company and the
      undersigned, any investments or transactions by you or any affiliate or
      associate of you in the Company or in the securities of the Company shall
      not, alone or with other investments or transactions, constitute a change
      of control or other trigger any rights or payments to the undersigned
      under any such agreements; and

      (ii) irrevocably to vote or caused to be voted all shares of common stock
      beneficially owned by the undersigned in favor of shareholder approval of
      the matter referred to in Paragraph 2 of that Letter of Amendment dated
      July 24, 1996 amended the Investment Agreement to provide for the Company
      Call Option and the Purchaser Option.

                                          Sincerely,
                                         
                                          /s/ L. Scott Demerau
                                         
                                          L. Scott Demerau
                                          President and Chief Executive Officer
                                   
<PAGE>

                              [Company Letterhead]

                                  July 23, 1996

MEI Holdings, LP
4200 Texas Commerce Tower
Dallas, Texas  75201

            RE: Investment Agreement dated as of July 5, 1996/As Amended

Ladies and Gentlemen:

      Reference is made to that certain Investment Agreement between Mountasia
Entertainment International, Inc. (the "Company") and you ("Purchaser") dated as
of June 5, 1996 as amended to and through the date hereof.

      In connection with the substantial investment proposed to be made by you
in the Company as set forth in the Investment Agreement, as amended, the
undersigned hereby agrees as follows:

      (i) that, notwithstanding anything to the contrary in any employment
      agreement or stock option agreement between the Company and the
      undersigned, any investments or transactions by you or any affiliate or
      associate of you in the Company or in the securities of the Company shall
      not, alone or with other investments or transactions, constitute a change
      of control or other trigger any rights or payments to the undersigned
      under any such agreements; and

      (ii) irrevocably to vote or caused to be voted all shares of common stock
      beneficially owned by the undersigned in favor of shareholder approval of
      the matter referred to in Paragraph 2 of that Letter of Amendment dated
      July 24, 1996 amended the Investment Agreement to provide for the Company
      Call Option and the Purchaser Option.

                                          Sincerely,

                                          /s/ Julia E. Demerau

                                          Julia E. Demerau
                                          Executive Vice President