PURCHASE AND SALE AGREEMENT

 

                                                                    EXHIBIT 10.1

                          PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into this 3rd day of April, 1996, by and among Family Funn Entertainment, Inc.,
a Florida corporation ("Family Funn GP"), Family Entertainment Funding, L.P., a
Georgia limited partnership ("Family Entertainment LP") and Mountasia
Entertainment International, Inc., a Georgia corporation ("MEI" or
"Purchaser").

                              W I T N E S S E T H:

         WHEREAS, Family Funn GP is a general partner of National Entertainment
Funding, L.P., a Delaware limited partnership (the "Partnership"); and

         WHEREAS, Family Entertainment LP is a limited partner of the
Partnership; and

         WHEREAS, Family Entertainment LP is the holder of $2,718,000 original
principal amount of indebtedness from the Partnership (the "Indebtedness"); and

         WHEREAS, Family Funn GP desires to sell and convey its general
partnership interest in the Partnership (the "Family Funn GP Interest") to
Purchaser, and Purchaser desires to purchase and acquire the Family Funn GP
Interest from Family Funn GP; and

         WHEREAS, Family Entertainment LP desires to sell and convey its
limited partnership interest in the Partnership (the "L.P. Interest") and its
interest in the Indebtedness to Purchaser, and Purchaser desires to acquire the
L.P. Interest and the Indebtedness from Family Entertainment LP.

         NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, each intending to be legally bound, do hereby covenant and
agree as follows:

         1.      PURCHASE AND SALE OF THE FAMILY FUNN GP INTEREST, THE L.P.
INTEREST AND THE INDEBTEDNESS.  On the terms and conditions set forth herein,
(i) Family Funn GP hereby sells, transfers, assigns, conveys and delivers to
Purchaser the Family Funn GP Interest, and Purchaser hereby purchases and
acquires from Family Funn GP all of its right, title and interest in and to the
Family Funn GP Interest; and (ii) Family Entertainment LP hereby sells,
transfers, assigns, conveys and delivers to Purchaser all of its right, title
and interest in and to the L.P. Interest and the Indebtedness and Purchaser
hereby purchases and acquires from Family Entertainment LP all of its right,
title and interest in and to the L.P. Interest and the Indebtedness.

         2.      PURCHASE PRICE.  In full consideration for the purchase of the
Family Funn GP Interest, Purchaser is simultaneously herewith paying to Family
Funn GP a total purchase price (the "Family Funn GP Purchase Price") of ONE
HUNDRED DOLLARS ($100.00).  In

consideration for the purchase of the L.P. Interest, Purchaser is
simultaneously herewith paying to Family Entertainment LP a total purchase
price (the "L.P. Purchase Price") of TWO MILLION FOUR HUNDRED NINETY SIX
THOUSAND FIVE HUNDRED THIRTY THREE DOLLARS ($2,496,533.00).  In consideration
for the purchase of the Indebtedness, Purchaser is simultaneously herewith
paying to Family Entertainment LP a total purchase price (the "Indebtedness
Purchase Price") of TWO MILLION FIVE HUNDRED THIRTY SIX THOUSAND EIGHT HUNDRED
DOLLARS ($2,536,800.00).

         3.      PAYMENT OF PURCHASE PRICE.  Purchaser is paying the Family
Funn GP Purchase Price the L.P. Purchase Price and the Indebtedness Purchase
Price (collectively, the "Purchase Price") by delivering to Family Funn GP and
Family Entertainment LP, in exchange for the Family Funn GP Interest, the L.P.
Interest and the Indebtedness, Purchaser's 9.1% Subordinated Convertible
Debentures Due January 1, 1998 (individually, a "Debenture" and collectively,
the "Debentures"), the form of which is attached hereto as Exhibit A and by
this reference incorporated herein.  The Debentures, duly issued in the names
of Family Funn GP and Family Entertainment LP (collectively, "Sellers") in the
respective denominations set forth on Exhibit B, are simultaneously herewith
being delivered to Sellers, and the Sellers are simultaneously herewith
delivering to Purchaser Assignments of the Family Funn GP Interest, the L.P.
Interest and the Indebtedness in the form of Exhibit C attached hereto.
Purchaser shall have no rights of set-off with respect to the Purchase Price
for any reason.

         4.      REPRESENTATIONS AND WARRANTIES OF FAMILY FUNN GP.  Family Funn
GP hereby represents and warrants to Purchaser that all of the following are
true as of the date hereof, and such representations and warranties shall
survive for a period of one year from the date hereof:

                 4.1  DUE ORGANIZATION.  Family Funn GP is duly organized,
validly existing and in good standing under the laws of the State of Florida,
and is duly authorized, qualified and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to carry on its
business in the places and in the manner as now conducted except for where the
failure to be so authorized, qualified or licensed would not have a material
adverse effect on its business.

                 4.2  OWNERSHIP OF FAMILY FUNN GP INTEREST.  Family Funn GP is
the sole owner of the Family Funn GP Interest, free and clear of any liens,
charges, or other encumbrances whatsoever.  Subject to Section 8.3 hereof, the
making and performance of this Agreement does not and will not constitute a
default under or result in the creation of any adverse claim, lien, charge or
encumbrance upon or against the Family Funn GP Interest pursuant to any
agreement or instrument to which Family Funn GP or its assets is or may be
bound.

                 4.3  AUTHORIZATION.  Family Funn GP has full legal right,
power and authority to enter into this Agreement.  This Agreement has been duly
authorized by Family Funn GP.  The exchange of the Family Funn GP Interest for
the Debentures, pursuant to the provisions of this Agreement, will transfer
full and complete ownership of and valid title in the Family Funn GP Interest
to Purchaser, free and clear of all liens, encumbrances, pledges, security
interests and claims of every kind.

                 4.4  NO CONFLICTS.  The execution, delivery and performance of
this Agreement, the consummation of the transactions herein referred to or
contemplated hereby and the fulfillment of the terms hereof and thereof will
not conflict with, or result in a default under any document, agreement or
other instrument to which Family Funn GP is a party, or result in the
imposition of any lien, charge or encumbrance on Family Funn GP's properties
pursuant to (i) any law or regulation to which Family Funn GP, or its
properties is subject or (ii) any judgment, order or decree to which Family
Funn GP is bound or any of its properties is subject, except that the consent
of the general partners and a majority of the limited partners of the
Partnership is required for the transfer of the Family Funn GP Interest to
Purchaser.

         5.      REPRESENTATIONS AND WARRANTIES OF FAMILY ENTERTAINMENT LP.
Family Entertainment LP represents and warrants to Purchaser that the following
are true as of the date hereof and that such representations and warranties
shall survive for a period of one year from the date hereof.

                 5.1      DUE ORGANIZATION.  Family Entertainment LP is duly
organized, validly existing and in good standing under the laws of the State of
Georgia, and is duly authorized, qualified and licensed under all applicable
laws, regulations, ordinances and orders of public authorities to carry on its
business in the places and in the manner as now conducted except for where the
failure to be so authorized, qualified or licensed would not have a material
adverse effect on its business.

                 5.2  OWNERSHIP OF L.P. INTEREST.  Family Entertainment LP is
the owner of the L.P. Interest, free and clear of any liens, charges, or other
encumbrances of any nature whatsoever.  Subject to Section 7.3 hereof, the
making and performance of this Agreement does not and will not constitute a
default under or result in the creation of any adverse claim, lien, charge or
encumbrance upon or against the L.P. Interest pursuant to any agreement or
instrument to which Family Entertainment LP is a party or by which Family
Entertainment LP or its assets is or may be bound.

                 5.3  AUTHORIZATION.  Subject to the receipt of the consent of
a majority of the limited partners of Family Entertainment LP, Family
Entertainment LP has full legal right, power and authority to enter into this
Agreement, and this Agreement has been duly authorized by Family Entertainment
LP.  The exchange of the L.P. Interest and the Indebtedness for the Debentures,
pursuant to the provisions of this Agreement, will transfer full and complete
ownership of and valid title in the L.P. Interest and the Indebtedness to
Purchaser, free and clear of all liens, encumbrances, pledges, security
interests and claims of every kind.

                 5.4  NO CONFLICTS.  Subject to the receipt of the consent of a
majority of the limited partners of Family Entertainment LP, the execution,
delivery and performance of this Agreement, the consummation of the
transactions herein referred to or contemplated hereby and the fulfillment of
the terms hereof and thereof will not conflict with, or result in a default
under any document, agreement or other instrument to which Family Entertainment
LP is a party, or result in the imposition of any lien, charge or encumbrance
on Family Entertainment LP's properties pursuant to (i) any law or regulation
to which Family Entertainment LP , or its properties, is subject or (ii) any
judgement, order or decree to which Family Entertainment LP

is bound or any of its properties is subject, except that the consent of the
general and limited partners of the Partnership is required for the transfer of
the L.P. Interest to Purchaser and the consent of the Partnership may be
required for the transfer of the Indebtedness to Purchaser.

         6.      REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser hereby
represents and warrants to Sellers that all of the following representations
and warranties are true as of the date hereof and as of each date the
Debentures are converted into MEI common stock pursuant to the terms of the
Debentures, and shall survive for a period of twelve months following the date
the Debentures are converted into MEI common stock.

                 6.1  DUE ORGANIZATION.  Purchaser is duly organized, validly
existing and in good standing under the laws of the State of Georgia and is
duly authorized, qualified and licensed under all applicable laws, regulations,
and ordinances of public authorities to carry on its respective businesses in
the places and in the manner as now conducted except for where the failure to
be so authorized, qualified or licensed would not have a material adverse
effect on its respective businesses.  Copies of the Articles of Incorporation
(certified by the Secretary of State of the State of Georgia) and the Bylaws,
as amended, of Purchaser (certified by the Secretary of Purchaser) are attached
hereto as Schedule 6.1.

                 6.2  DEBENTURES.  The Debentures delivered to Sellers
simultaneously herewith have been duly authorized and are valid and legally
issued instruments of Purchaser and are free from all liens, encumbrances,
pledges and claims of every kind.  The Debentures have been duly executed and
delivered by Purchaser and constitute the legal, valid and binding obligation
of Purchaser, enforceable against it in accordance with their terms, except as
the same may be limited by applicable bankruptcy or other laws of general
application which affect the enforceability of creditors' rights.  A copy of
the form of the Debentures are attached hereto as Exhibit A and by this
reference incorporated herein.  The shares of Purchaser's common stock issuable
upon conversion of the Debentures will, when issued in accordance with the
terms of the Debentures, be duly authorized, validly and legally issued, fully
paid and nonassessable, not subject to any preemptive or similar rights, and
free from all liens, encumbrances, pledges and claims of every kind.

                 6.3  AUTHORIZATION.  Purchaser has full legal right, power and
authority to enter into this Agreement.  The execution and delivery of this
Agreement by the Purchaser and the performance by Purchaser of its obligations
hereunder has been duly authorized by Purchaser.  This Agreement has been duly
executed and delivered by Purchaser and constitutes the legal, valid and
binding obligation of Purchaser, enforceable against it in accordance with its
terms, except as the same may be limited by applicable bankruptcy or other laws
of general application which affect the enforceability of creditors' rights.

                 6.4  NO CONFLICTS.  The execution, delivery and performance of
this Agreement, the consummation of any transactions herein referred to or
contemplated hereby and the fulfillment of the terms hereof and thereof will
not:

                 (i)  conflict with, or result in a breach or violation of the
         Articles of Incorporation or Bylaws of Purchaser;

                 (ii)  materially conflict with, or result in a material
         default (or constitute a default but for any requirement of notice or
         lapse of time or both) under, accelerate or permit the acceleration of
         the performance required by the terms of, or result in the creation or
         imposition of any lien, charge or encumbrance on any of Purchaser's
         properties pursuant to  (A) any document, agreement or other
         instrument to which Purchaser is a party, (B) any law or regulation to
         which Purchaser, or any of its property, is subject, or (C) any
         judgment, order or decree to which Purchaser is bound or any of its
         property is subject;

                 (iii)  result in termination or any impairment of any material
         permit, license, franchise, contractual right or other authorization
         of Purchaser; or

                 (iv)  require the consent, waiver or approval of, or any
         declaration or filing with, any person (whether or not a governmental
         authority).

                 6.5  DISCLOSURE.  Purchaser has provided each Seller with a
true and complete copy of its annual report on Form 10-K/A for its fiscal year
ended September 30, 1995 (the "1995 10-K") and its quarterly report on Form
10-Q for the quarter ended December 31, 1995 (the "10-Q").  The 1995 10-K and
10-Q do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein not
misleading in light of the circumstances under which they were made.  Since
December 31, 1995, there has been no material adverse change in, and there are
no facts which have a material adverse effect or in the future may reasonably
be expected to have a material adverse effect on, the Purchaser's business,
prospects, condition (financial or otherwise), affairs or operations which are
not disclosed in the 1995 10-K or the 10-Q.

                 6.6  ISSUANCE OF SHARES UPON CONVERSION.  To the best of
Purchaser's knowledge, there is no reason Purchaser will be unable to issue
shares of its common stock upon conversion of the Debentures pursuant to the
terms thereof as set forth in Exhibit A.

                 6.7  INVESTMENT INTENT.  Purchaser is acquiring the Family
Funn GP Interest, the L.P. Interest and the Indebtedness for its own account,
for investment, and without the intention of participating in a distribution
thereof; provided, however, it is the intention of Purchaser to consolidate the
business operations of the Partnership with it and to this extent Purchaser may
cause to occur a merger or other business combination between Purchaser and the
Partnership to accomplish this purpose.

                 6.8      PAYMENT OF INTEREST.  Purchaser currently has assets
legally available for, and is not subject to any restrictions with respect to,
the  payment of interest on the Debentures in accordance with the terms of the
Debentures (without regard to Section 17 thereof).  Purchaser has no reason to
expect that it will not have assets legally available for, or that it will be
subject to restrictions with respect to, the payment of interest on the
Debentures during the time the Debentures will be outstanding.

                 6.9      NO DEFAULTS UNDER SENIOR INDEBTEDNESS.  Purchaser is
not in default under any Senior Indebtedness (as defined in the Debentures),
and no conditions exist that would constitute a default thereunder but for any
requirement of notice or lapse of time or both.

         7.      ADDITIONAL COVENANTS AND ACKNOWLEDGEMENTS OF PURCHASER.

                 7.1  TRANSACTIONS WITH AFFILIATES.  Purchaser agrees that so
long as any of the Debentures remain outstanding, all transactions between
Purchaser and any entity into which any or all of Purchaser's operations and/or
assets may be transferred or any transactions between Purchaser and any
affiliate of Purchaser (other than wholly-owned subsidiaries of Purchaser)
shall be approved by a majority of the independent directors of the Purchaser's
Board of Directors and will be on an arms-length basis and fair to Purchaser
and to such other entity or affiliate.  For purposes of this provision, an
"affiliate" of Purchaser shall mean any officer, director or beneficial owner,
directly or indirectly, of more than five percent of the common stock of
Purchaser (and if such beneficial owner is a corporation, any person
controlling, controlled by, or under common control with such beneficial owner,
or any officer or director of such beneficial owner or of any corporation
occupying any such control relationship) or any other person which, directly or
indirectly, controls or is controlled by or is under common control with
Purchaser.  For purposes of this provision, "control" with respect to any
person shall mean possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such person, whether
through the ownership of voting securities or by contract or otherwise.  For
purposes of this Section 7.1, "independent director" shall mean each director
who is not an officer or employee of the Corporation or the "affiliate".

                 7.2  OPERATION OF THE PARTNERSHIP.  Purchaser acknowledges to
Sellers that (i) Purchaser has managed the Partnership since its formation and,
therefore, has full knowledge of its assets, liabilities, business, prospects,
condition (financial or otherwise), affairs and operations, (ii) Purchaser
accepts all risks with respect thereto, (iii) Sellers are making no
representations with respect thereto or otherwise regarding the Partnership and
(iv) Purchaser shall not seek to assert or enforce against the Sellers any
liabilities of the Partnership to the Purchaser or any other person.  Since
Purchaser has full knowledge of the Partnership's assets, liabilities,
business, prospects, condition (financial or otherwise), affairs and
operations, it agrees that in the event the Partnership does not pay the
Indebtedness pursuant to the terms thereof, Purchaser will have no claim
against Family Entertainment LP for such nonpayment.

                 7.3      PARTNERSHIP AND BANK CONSENTS.  Purchaser is aware of
the existence and contents of the National Entertainment Funding, L.P.
Formation Agreement (the "Formation Agreement") and the Amended and Restated
Agreement of Limited Partnership of National Entertainment Funding, L.P. (the
"Partnership Agreement"), each dated as of June 30, 1994.  Pursuant to the
Formation Agreement and the Partnership Agreement, the consent of the other
partners of the Partnership is required for the transactions contemplated
hereby.  Purchaser has advised Sellers that it is entering into a transaction
with the other partners of the Partnership, and that in connection with such
other transaction, Purchaser will obtain the necessary consents from the other
partners and the Partnership to the transactions contemplated by this
Agreement.  Purchaser has also advised Sellers that it is engaged in
negotiations with NationsBank, N.A. (South) ("NationsBank"), a lender to the
Partnership, and that Purchaser will obtain any necessary consents of
NationsBank to the transactions contemplated by this Agreement.

         8.      INDEMNIFICATION.  Sellers and Purchaser each make the
following representations to the other:

                 8.1  GENERAL INDEMNIFICATION BY SELLERS.  Each Seller
covenants and agrees that it will severally and not jointly indemnify, defend,
protect and hold harmless Purchaser at all times from and after the date of
this Agreement for a period of twelve (12) months from and against all claims,
damages, actions, suits, proceedings, demands, assessments, adjustments, costs
and expenses (including specifically, but without limitation, reasonable
attorneys' fees and expenses of investigation) incurred by Purchaser in excess
of Five Thousand Dollars ($5,000) in the aggregate as a result of or incident
to any breach of the representations and warranties of such Seller set forth
herein, on the schedules or certificates attached hereto or in any other
document delivered pursuant to this Agreement and any misrepresentations or
nonfulfillment of any agreement on the part of such Seller under this
Agreement.

                 8.2  INDEMNIFICATION BY PURCHASER.  Purchaser covenants and
agrees that it will indemnify, defend, protect and hold harmless Sellers at all
times from and after the date of this Agreement until the expiration of twelve
months following the date the Debentures are converted into common stock from
and against all claims, damages, actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys' fees and expenses of investigation)
incurred by Sellers in excess of Five Thousand Dollars ($5,000) in the
aggregate as a result of or incident to any breach of the representations and
warranties set forth herein, on the schedules or certificates attached hereto
or in any other document delivered pursuant to this Agreement and any
misrepresentations or nonfulfillment of any agreement on the part of Purchaser
under this Agreement.  Purchaser also covenants and agrees that it will
indemnify, defend, protect and hold harmless Sellers at all times from and
after the date of this Agreement from and against all claims, damages, actions,
suits, proceedings, demands, assessments, adjustments, costs and expenses
(including specifically, but without limitation, reasonable attorneys' fees and
expense of investigation) incurred by Sellers as a result of or incident to any
claim made by NationsBank under the Construction and Working Capital Loan
Agreement dated May 9, 1995, by and between the Partnership and NationsBank,
the Promissory Note issued by the Partnership to NationsBank pursuant to such
Loan Agreement or any other document, certificate or instrument delivered in
connection therewith.

                 8.3  THIRD PERSON CLAIMS.  Promptly after any party hereto
(hereinafter the "Indemnified Party") has received notice of or has knowledge
of any claim by a person not a party to this Agreement ("Third Person") or the
commencement of any action or proceeding by a Third Person, the Indemnified
Party shall, as a condition precedent to a claim with respect thereto being
made against any party obligated to provide indemnification pursuant to Section
8.1 or 8.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying
Party written notice of such claim or the commencement of such action or
proceeding; provided, however, that the failure to give such notice shall not
affect the rights of any Indemnified Party or the obligations of any
Indemnifying Party hereunder except to the extent the Indemnifying Party has
been prejudiced as a result thereof.  Such notice shall state the nature and
the basis of such claim and a reasonable estimate of the amount thereof.  The
Indemnifying Party shall have right to defend and settle, at its own expense
and by its own counsel (which shall be reasonably acceptable to the Indemnified
Party) any such matter so long as the Indemnifying Party pursues the same in
good faith and diligently, provided that the Indemnifying Party shall consult
with and keep the Indemnified Party fully informed with respect to the defense
and any proposed settlement.  If the Indemnifying Party undertakes to defend or
settle, it shall promptly notify the

Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in the defense thereof
and in any settlement thereof; provided, however, that under no circumstances
shall the Indemnifying Party settle any Third Person claim without the written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld.  Such cooperation shall include, but shall not be limited to,
furnishing the Indemnifying Party with any books, records or information
reasonably requested by the Indemnifying Party that are in the Indemnified
Party's possession or control.  Notwithstanding the foregoing, the Indemnified
Party shall have the right to participate in any matter through counsel of its
own choosing at its own expense (unless there is a conflict of interest that
prevents counsel for the Indemnifying Party from representing Indemnified
Party, in which case the Indemnifying Party will reimburse the Indemnified
Party for the expenses of its counsel); provided that the Indemnifying Party's
counsel shall always be lead counsel and shall determine all litigation and
settlement steps, strategy and the like (unless there is a conflict of interest
that prevents counsel for the Indemnifying Party from representing the
Indemnified Party, in which case counsel for the Indemnified Party shall
determine all litigation and settlement steps, strategy and the like with
respect to the Indemnified Party).  After the Indemnifying Party has notified
the Indemnified Party of its intention to undertake to defend or settle any
such asserted liability, and for so long as the Indemnifying Party diligently
pursues such defense, the Indemnifying Party shall not be liable for any
additional legal expenses incurred by the Indemnified Party in connection with
any defense or settlement of such asserted liability, except to the extent such
participation is requested by the Indemnifying Party, in which event the
Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable
additional legal expenses, out-of-pocket expenses and allocable share of
employee compensation incurred in connection with such participation for any
employee whose participation is so requested.  If the Indemnifying Party
desires to accept a final and complete settlement of any such Third Person
claim which requires the payment of money only and includes as a condition
thereof a complete release of the Indemnified Party, and the Indemnified Party
refuses to consent to such settlement, then the Indemnifying Party's liability
under this Section with respect to such Third Person claim shall be limited to
the amount so offered in settlement by said Third Person and the Indemnified
Party shall reimburse the Indemnifying Party for any additional costs of
defense which it subsequently incurs with respect to such claim.  If the
Indemnifying Party does not undertake to defend such matter to which the
Indemnified Party is entitled to indemnification hereunder, or fails diligently
to pursue such defense, the Indemnified Party may undertake such defense
through counsel of its choice, at the cost and expense of the Indemnifying
Party, and the Indemnified Party may settle such matter, and the Indemnifying
Party shall reimburse the Indemnified Party for the amount paid in such
settlement and any other liabilities or expenses incurred by the Indemnified
Party in connection therewith, provided, however, that under no circumstances
shall the Indemnified Party settle any Third Person claim without the written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld.

         9.      FEDERAL SECURITIES ACT COMPLIANCE AND RESTRICTIONS ON
TRANSFER.

                 9.1  REPRESENTATIONS.  Each Seller acknowledges that none of
the Debentures to be delivered to it pursuant to this Agreement will, at the
time of delivery, be registered under the Securities Act of 1933, as amended
(the "Act").  Each Seller hereby represents and warrants that it is acquiring
the Debentures for investment, and not with a view toward, or for resale in
connection with, a distribution of such Debentures.  Each Seller hereby
acknowledges that the Debentures may be sold, pledged, hypothecated, disposed
of, or otherwise transferred or distributed only (i) pursuant to registration
of such Debentures under the Act, or (ii) pursuant to an exemption from the
registration requirements of the Act, and in the case of exemption, only if
such Seller delivers to Purchaser a legal opinion, in form and substance
reasonably satisfactory to Purchaser and Purchaser's legal counsel, stating
that an exemption from the registration requirements of the Act is available.
The Debentures shall bear a legend setting forth the restrictions on transfer
set forth in this Section 9.1.

                 9.2  SOPHISTICATION OF SELLERS.  Each Seller hereby makes the
following representations and warranties to and for the benefit of Purchaser:

                 (i)  such Seller has been provided with or has obtained a copy
         of the 1995 10-K;

                 (ii)  such Seller has had adequate opportunity to ask
         questions of and receive answers from the officers of Purchaser
         concerning any and all matters pertaining to the transactions referred
         to in the 1995 10-K which it deemed necessary or appropriate;

                 (iii)  such Seller has in fact asked of Purchaser's officers
         any and all questions of the nature described in Section 9.2(ii) above
         which it desired to ask, and all such questions have been answered to
         the satisfaction of such Seller;

                 (iv)  such Seller is the true party in interest and is not
         acquiring any of the Debentures for the benefit of any other person or
         entity;

                 (v)  such Seller is acquiring the Debentures for such Seller's
         own account for investment, and not with a view to the resale,
         redistribution, subdivision or fractionalization of such Debentures,
         except such distribution as may occur upon the dissolution and
         liquidation of such Seller;

                 (vi)  such Seller has such knowledge and experience in
         financial and business matters and investments in general that it is
         capable of evaluating the merits and risks of the ownership of the
         Debentures;

                 (vii)  such Seller acknowledges and understands that ownership
         of the Debentures involves a high degree of risk, including the
         possibility of a total loss of the investment in the Debentures; and

                 (viii)  Purchaser has provided to such Seller, or has offered
         to provide to such Seller, copies of all reports, proxy statements,
         and other information which Purchaser files with the Securities and
         Exchange Commission.

         10.     GENERAL.

                 10.1  COOPERATION.  Sellers and Purchaser shall each deliver
or cause to be delivered to the other on the date hereof and at such other
times and places as shall be reasonably agreed to, such additional instruments
as the other may reasonably request for the purpose of carrying out this
Agreement.  Sellers will cooperate and use their best efforts to cooperate with
Purchaser on and after the date hereof in furnishing information, evidence,
testimony and other assistance in connection with any actions, proceedings,
arrangements or disputes of any nature with respect to matters pertaining to
all periods prior to the date hereof.

                 10.2  SUCCESSORS AND ASSIGNS.  This Agreement and the rights
of the parties hereunder may not be assigned (except by operation of law) and
shall be binding upon and shall inure to the benefit of the parties hereto, and
their successors and permitted assigns.

                 10.3  ENTIRE AGREEMENT.  This Agreement (including the
schedules and annexes attached hereto) and the documents delivered pursuant
hereto constitute the entire agreement and understanding between Sellers and
Purchaser and supersede any prior agreement and understanding relating to the
subject matter of this Agreement. This Agreement, upon execution, constitutes a
valid and binding agreement of the parties hereto enforceable in accordance
with its terms and may be modified or amended only by a written instrument
executed by Sellers and Purchaser acting through their respective officers,
duly authorized by their respective Boards of Directors or other governing body
(if applicable).

                 10.4  COUNTERPARTS.  This Agreement may be executed
simultaneously in two (2) or more counterparts, each of which shall be deemed
an original and all of which together shall constitute but one and the same
instrument.

                 10.5  BROKERS AND AGENTS.  Each party represents and warrants
to the other that it will be solely responsible for any fee or compensation to
any broker or agent used by it in connection with this transaction and agrees
to indemnify the other against all loss, cost, damages or expense arising out
of claims for fees or commission of brokers employed or alleged to have been
employed by such indemnifying party.

                 10.6  EXPENSES.  Whether or not the transactions herein
contemplated shall be consummated, Purchaser will pay the fees, expenses and
disbursements of Purchaser and its agents, representatives, accountants and
counsel incurred in connection with the subject matter of this Agreement and
any amendments thereto.  Whether or not the transactions herein contemplated
shall be consummated, Purchaser will also pay the fees, expenses and
disbursements of Sellers and their agents, representatives, accountants and
counsel incurred in connection with the subject matter of this Agreement and
any amendments hereto and all other costs and expenses incurred in the
performance and compliance with all conditions to be performed by Sellers under
this Agreement.

                 10.7  NOTICES.  All notices of communication required or
permitted hereunder shall be in writing and may be given by depositing the same
in United States mail, addressed to the party to be notified, postage prepaid
and registered or certified with return receipt requested, or by delivering the
same in person to an officer or agent of such party, or by recognized overnight
courier service, fees prepaid.

                 (a)      If to Purchaser, addressed to it at:

                          Mountasia Entertainment International, Inc.
                          5895 Windward Parkway, Suite 220
                          Alpharetta, Georgia  30202
                          Attention:  L. Scott Demerau

                 With a copy to:

                          Nelson Mullins Riley & Scarborough, L.L.C.
                          400 Colony Square, Suite 2200
                          1201 Peachtree Street, N.E.
                          Atlanta, Georgia  30361
                          Attention:  Steven A. Cunningham, Esq.

                 (b)      If to Family Entertainment LP or Family Funn GP, 
addressed to them in care of:

                          Family Funn Entertainment, Inc.
                          P.O. Box 10321, Pacific Centre
                          Suite 1688
                          609 Granville Street
                          Vancouver, B.C. V7Y 1G5
                          Attention:  James Curtis or Tracy Moore

                 With a copy to:

                          Morgan, Lewis & Bockius, L.L.P.
                          101 Park Avenue
                          New York, New York  10178
                          Attention:  Charles E. Engros, Esq.

                 10.8  GOVERNING LAW.  This Agreement shall be construed in
accordance with the laws of the State of Georgia without regard to the
principles of conflict of laws.

                 10.9  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The
representations, warranties, covenants and agreements of the parties made
herein or in writing delivered pursuant to the provisions of this Agreement
shall survive the consummation of the transactions contemplated hereby and any
examination on behalf of the parties.

                 10.10  EXERCISE OF RIGHTS AND REMEDIES.  Except as otherwise
provided herein, no delay of or omission in the exercise of any right, power or
remedy accruing to any party as a result of any breach or default by any other
party under this Agreement shall impair any such right, power or remedy, nor
shall it be construed as a waiver of or acquiescence in any such breach or
default, or of any similar breach or default occurring later; nor shall any
waiver of any single breach or default be deemed a waiver of any other breach
or default occurring before or after that waiver.

                 10.11 REFORMATION AND SEVERABILITY.  In case any provision of
this Agreement shall be invalid, illegal or unenforceable, it shall, to the
extent possible, be modified in such manner as to be valid, legal and
enforceable but so as to most nearly retain the intent of the parties, and if
such modification is not possible, such provision shall be severed from this
Agreement, and in either case the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.

                 10.12 PARTNER AND PARTNERSHIP CONSENTS.  Notwithstanding any
provision in the Formation Agreement or the Partnership Agreement to the
contrary, each of Family Funn GP, Family Entertainment LP and Purchaser, as a
general or limited partner of the Partnership, hereby consents to (i) the sale
to Purchaser of the Family Funn GP Interest, the L.P. Interest and the
Indebtedness, (ii) the sale to Purchaser of all of the issued and outstanding
shares of capital stock of Amusement Co., Inc., a general partner of the
Partnership, and Amusement Co. Partners, Inc., a limited partner of the
Partnership, and (iii) the sale to Purchaser of the promissory note from the
Partnership to Capital Trust Investments Limited in the principal amount of $3
million.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                            "PURCHASER"

                                            MOUNTASIA ENTERTAINMENT 
                                            INTERNATIONAL, INC.
ATTEST:

/s/ Barbara Jean Vandersaar                 By:   /s/ L. Scott Demerau
- -------------------------------                ---------------------------------

                                            Its:  President
                                                --------------------------------

      [CORPORATE SEAL]

                                     "FAMILY FUNN GP"
                                     FAMILY FUNN ENTERTAINMENT, INC.
                                     
                                     
                                     By: /s/ James Curtis   
                                        -------------------------------------
                                     
                                     Its: President  
                                         ------------------------------------
                                     
                                     
                                     "FAMILY ENTERTAINMENT LP"
                                     FAMILY ENTERTAINMENT FUNDING, L.P.
                                     
                                     By:   FAMILY FUNN ENTERTAINMENT, INC.
                                     Its:  Sole General Partner
                                     
                                     
                                     By:  /s/ James Curtis 
                                        -------------------------------------
                                     
                                     Its: President of FFE
                                         ------------------------------------

                                   EXHIBIT A

         NEITHER THIS DEBENTURE NOR THE SHARES OF COMMON STOCK ISSUABLE
          UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED UNDER
           THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
               LAWS OF ANY STATE, AND NEITHER MAY BE SOLD WITHOUT
                REGISTRATION THEREOF OR AN EXEMPTION THEREFROM.

9.1% SUBORDINATED CONVERTIBLE DEBENTURE DUE JANUARY 1, 1998

______________, 1996                                               $____________

                 1.       FOR VALUE RECEIVED, the undersigned, MOUNTASIA
ENTERTAINMENT INTERNATIONAL, INC., a corporation duly organized under the laws
of the State of Georgia (herein called the "Maker") promises to pay to
________________ or assigns (herein called the "Payee") the sum of
_____________________________ AND NO/100 DOLLARS ($___________________),
together with interest on the principal hereof from time to time outstanding
from the date of advancement until maturity, at the per annum rate hereinafter
stated (computed on the basis of a year of 360 days and paid for the actual
number of days elapsed), said principal and interest being payable in lawful
money of the United States of America by wire transfer pursuant to the
instructions provided to the Maker by the Payee.

                 2.       Purchase and Sale Agreement.  This Debenture is one
of the debentures being issued pursuant, and is subject, to the terms of that
certain Purchase and Sale Agreement dated as of April 3, 1996 by and among
Maker and Payee, among others (the "Purchase Agreement").  Reference is made to
the Purchase Agreement for a description of the respective rights and
limitations of rights, duties and obligations of the Payee and the Maker and
the provisions of the Purchase Agreement are hereby incorporated into this
Debenture by reference with the full effect of such provisions being stated
herein.  The Maker will provide a copy of the Purchase Agreement to the Payee
upon request to the Maker at 5895 Windward Parkway, Suite 220, Alpharetta,
Georgia 30202-4128, telephone number (770) 442-6640.  Capitalized terms used in
this Debenture and not defined herein shall have the meanings set forth in the
Purchase Agreement.

                 3.       Interest Rate and Interest Payment.  (a) From and
after the date hereof through maturity, the unpaid principal balance hereof
shall bear interest from January 1, 1996 at a rate of nine and one-tenth
percent (9.1%) per annum.  Interest on said principal is due and payable
quarterly in advance on the 8th of each of January, April, July and October,
commencing January 8, 1996; provided that the interest payment for the first
quarter this Debenture is outstanding shall be paid simultaneously with its
issuance.

                 (b)      No dividend shall be declared or paid or any other
distribution declared or made with respect to any class of stock of the Maker,
nor shall any sums be set aside for or applied to the purchase or redemption of
any shares of any class of stock of the Maker, unless and until all interest
payable upon this Debenture and all other debentures issued pursuant to the
Purchase Agreement (collectively, the "Debentures") have been fully paid.

                 (c)      Any partial interest payment with respect to the
Debentures shall be made pro rata to all holders of the Debentures in
proportion to the full amount of interest to which they would otherwise be
entitled.

                 (d)      If the Maker is required to make any withholding or
deduction from any interest payment required hereunder to the Payee for or in
respect of any present or future taxes, levies, imposts, duties, charges or
fees of any nature imposed by the United States (or any political subdivision
thereof or therein), (i) the Maker shall make such withholding or deduction,
pay such taxes or other fees and provide the Payee with proof of such payment
and (ii) the amount due to the Payee from the Maker with respect to such
interest payment shall be increased to the extent necessary to ensure that
after making such withholding or deduction, and any withholdings or deductions
required to be made in respect of any such increase, the Payee shall receive an
amount equal to the amount which the Payee would have received had no such
withholding or deduction been required to be made.

                 4.       Past Due or Default Rate.  All past due principal and
interest of this Debenture, whether due as the result of acceleration of
maturity or otherwise, shall bear interest from the due date at a rate equal to
twelve percent (12%).  In addition, upon the occurrence and during the
continuance of any Default (as defined in Section 12), the unpaid principal
balance and all due but unpaid interest thereon shall bear interest at a rate
of twelve percent (12%) per annum.

                 5.       Term and Principal Payments.  The principal of this
Debenture is due and payable in full together with all due but unpaid interest
thereon through the payment date on January 1, 1998 as such date may be
extended as hereinafter set forth (the "Maturity Date").

                 6.       Prepayment.  This Debenture is not subject to
prepayment without the consent of the Payee.

                 7.       Conversion.

                 (a)      Conversion Generally.  This Debenture shall be
convertible into shares of Maker's Common Stock at the option of Payee, at the
option of Maker or automatically, as provided in this Section 7.  This
Debenture shall be convertible into the number of fully paid and nonassessable
shares of Maker's Common Stock obtained by dividing the aggregate principal
balance of Debentures

to be converted plus any due and unpaid interest thereon by the Conversion
Price specified in the provision of this Section 7 pursuant to which the
Debenture is being converted.  All shares of Maker's Common Stock and any other
securities issuable upon conversion of the Debentures pursuant to this Section
7 shall be registered upon issuance under the Securities Act of 1933, as
amended (the "Securities Act").

                 (b)      Reorganization Prior to September 30, 1996.

                          (1)     Conversion at the Option of Payee.  If, prior
to September 30, 1996, Maker has completed a corporate restructuring whereby it
reorganizes itself by spinning off any or all of its operations and/or assets
to its shareholders as a separate public company or by creating a new class of
"tracking" stock of Maker, the value of which is tied specifically to the
performance of a portion of Maker's operations and/or assets (a
"Reorganization"), Payee shall have the right to convert all or a portion of
this Debenture into fully paid, nonassessable, registered shares of Common
Stock of Maker (which, for this purpose, shall mean the continuing entity and
not an entity which is spun off in the Reorganization) any time after September
30, 1996, at a Conversion Price equal to the closing bid price of a share of
Maker's Common Stock on the day prior to the day upon which the holder provides
notice that it wishes to convert its Debenture into shares of Maker's Common
Stock.

                          (2)     Conversion at the Option of Maker.  If Maker
has completed a Reorganization prior to September 30, 1996, Maker shall have
the option to require the conversion of this Debenture into fully paid,
nonassessable, registered shares of Common Stock of Maker (which, for this
purpose, shall mean the continuing entity and not an entity which is spun off
in the Reorganization) for a period of time beginning on the thirtieth trading
day after the date the Reorganization is completed and ending 90 days later,
upon no less than five days written notice from Maker to Payee; provided,
however, that upon the occurrence and during the continuance of a Default,
Maker shall not be entitled to require the conversion of this Debenture.  The
Conversion Price for any conversion pursuant to this Section 7(b)(2) shall be
an amount equal to the average of the closing bid prices of a share of Maker's
Common Stock for the thirty (30) trading days prior to the date of notice of
such conversion.

                          (3)     Automatic Conversion.  Notwithstanding the
foregoing, if Maker has completed a Reorganization prior to September 30, 1996,
any principal amount of this Debenture that has not been converted prior to
January 1, 1998 will be automatically converted into fully paid, nonassessable,
registered shares of Maker's Common Stock on January 1, 1998, at a Conversion
Price equal to the amount which is the lower of (i) the average of the closing
bid prices of a share of Maker's Common Stock for the thirty (30) trading days
prior to January 1, 1998, and (ii) $5.23.

                 (c)      No Reorganization.

                          (1)     Conversion at the Option of Payee.  If Maker
has not completed a Reorganization, Payee shall have the right to convert all
or a portion of this Debenture into fully paid, nonassessable, registered
shares of Maker's Common Stock at any time after September 30, 1996, at a
Conversion Price equal to the amount which is the lower of (i) the average of
the closing bid prices for a share of Maker's Common Stock for the thirty (30)
trading days prior to the date of notice of such conversion and (ii) $5.23.

                          (2)     Automatic Conversion.  If Maker has not
completed a Reorganization, any principal amount of this Debenture that has not
been converted prior to January 1, 1998 will be automatically converted into
fully paid, nonassessable, registered shares of Maker's Common Stock on January
1, 1998, at a Conversion Price equal to the amount which is the lower of (i)
the average of the closing bid prices for a share of Maker's Common Stock for
the thirty (30) trading days prior to January 1, 1998, and (ii) $5.23.

                 (d)      Reorganization After September 30, 1996.  If Maker
has not completed a Reorganization prior to September 30, 1996, but has
completed a Reorganization prior to such time as all of the principal amount of
this Debenture has been converted, then, any principal amount of this Debenture
converted at any time after the date such Reorganization is completed shall be
converted into Units (as hereinafter defined).  Payee shall have the right to
convert all or a portion of this Debenture into Units at any time on or after
the date the Reorganization is completed.  Any principal amount of this
Debenture that has not been converted prior to January 1, 1998 will be
automatically converted into Units on January 1, 1998.  The Units to be issued
as a result of conversion pursuant to this Section 7(d) shall consist of (i)
one fully paid, nonassessable, registered share of Maker's Common Stock
(adjusted for any stock split or stock dividend or similar event after the date
of the Reorganization) and (ii) the number (adjusted for any stock split or
stock dividend or similar event after the date of the Reorganization) of newly
issued, fully paid, nonassessable, registered shares of common stock or other
securities of the entity or entities which is/are spun off or of the new class
of "tracking" stock of Maker described in Section 7(b)(1) to which each share
of common stock of Maker was entitled as a result of the Reorganization.  The
Conversion Price for any conversion into Units pursuant to this Section 7(d)
shall be an amount equal to the lower of (i) the average of the aggregate of
the closing bid prices for a share (or other unit) of each of the individual
securities comprising a Unit (measured by reference to the number of shares (or
other units) of each such security within the Unit) for the thirty (30) trading
days prior to the required payment date and (ii) $5.23.

                 (e)      Merger, Sale of Assets or "Going Private"
Transaction.

                          (1)(A)  Immediately prior to the occurrence of (i) a
consolidation or merger of Maker with or into any other corporation or
corporations, or (ii) a sale, conveyance or other disposition of all or
substantially all of the assets of Maker, or (iii) a transaction or series of
related transactions in which any person or any persons acting together which
would constitute a "group" for purposes of Section 13(d) of the Exchange Act
acquires more than 25% of the voting power of Maker, or (iv) the termination of
registration of Maker's securities under Section 12(g) of the Exchange Act or
any other event which has the effect of Maker ceasing to file reports as
required by Section 13(a) of the Exchange Act, or the delisting of Maker's
securities from the Nasdaq Stock Exchange, in either case as a result of any
event other than a transaction described in any of clauses (i), (ii), (iii), or
(v) the resignation or removal of L. Scott Demerau from the offices of Chief
Executive Officer and President of Maker for any reason (including death) (any
of such events described in clauses (i), (ii), (iii), (iv) or (v), a "Change of
Control Transaction"), any principal amount of this Debenture that has not
otherwise been converted pursuant to Section 7 shall be immediately and
automatically converted into fully paid, nonassessable, registered shares of
Maker's Common Stock (except as provided in Section 7(e)(2)) at a Conversion
Price equal to the amount which is the lower of (x) $5.23 and (y) (1) the per
share merger consideration, purchase, exchange or conversion price for Maker's
Common Stock in a Change of Control Transaction described in clauses (i) or
(iii), (2) the aggregate purchase price (which shall include, without
limitation, the amount of any liabilities assumed by the purchaser, the present
value of any deferred consideration and the present value of any contingent
consideration as agreed between Maker and Payee or as determined by an
independent "Big Six" accounting firm chosen jointly by Maker and Payee) for a
Change of Control Transaction described in clause (ii) divided by the number of
shares of Maker's Common Stock outstanding at the time of such Change of
Control Transaction or (3) the average of the closing bid prices of a share of
Maker's Common Stock for the thirty (30) trading days prior to the effective
date of a Change of Control Transaction described in clauses (iv) or (v).

                 (B)      Maker or the person acquiring control of Maker
pursuant to the Change of Control Transaction shall be required to purchase the
shares of Maker's Common Stock issued upon conversion of this Debenture from
Payee at the closing of the Change of Control Transaction, or on the effective
date thereof if there is no closing, for a cash amount per share equal to (x)
the per share merger consideration, purchase, exchange or conversion price for
Maker's Common Stock in a Change of Control Transaction described in clauses
(i) or (iii) of the preceding paragraph (A), (y) the aggregate purchase price
(which shall include, without limitation, the amount of any liabilities assumed
by the purchaser, the present value of any deferred consideration and the
present value of any contingent consideration as agreed between Maker and Payee
or as determined by an independent "Big Six" accounting firm chosen jointly by
Maker and Payee) for a Change of Control Transaction

described in clause (ii) of the preceding paragraph (A) divided by the number
of shares of Maker's Common Stock outstanding at the time of such Change of
Control Transaction or (z) the average of the closing bid prices of a share of
Maker's Common Stock for the thirty (30) trading days prior to the effective
date of a Change of Control Transaction described in clauses (iv) or (v) of the
preceding paragraph (A).  If such cash purchase price is not paid in full when
due, the unpaid portion thereof shall bear interest at an annual rate of 14%
from the due date until such amount is paid in full.  Any partial payment shall
be made pro rata to holders of the Debentures in proportion to the full amount
to which they would otherwise be entitled.  Until such purchase price has been
paid in full, Maker and any other entity responsible for the payment thereof
shall not declare or pay any dividend or any other distribution or pay or set
aside any sums for or apply any sums to the purchase or redemption of any
shares of its capital stock.

                 (C)      This paragraph (e) shall not apply to a
Reorganization.

                          (2)     If Maker has not completed a Reorganization
prior to September 30, 1996, but has completed a Reorganization prior to the
occurrence of a Change of Control Transaction with respect to either entity
whose securities comprise the Units, any principal amount of this Debenture
that has not otherwise been converted pursuant to Section 7 shall be
immediately and automatically converted into Units immediately prior to the
occurrence of a Change of Control Transaction involving either of the entities
whose securities comprise the Units.  In such event, the Conversion Price shall
be an amount equal to the lower of

                          (i)     $5.23, and

                          (ii)    the sum of

                                  (a)      the average of the aggregate of the
                                  closing bid prices for a share (or other
                                  unit) of each of the individual securities
                                  included in a Unit of the entity that is not
                                  involved in the Change of Control Transaction
                                  (measured by reference to the number of
                                  shares (or other units) of such security
                                  within the Unit) for the thirty trading days
                                  prior to the effective date of the Change of
                                  Control Transaction with respect to the other
                                  entity and

                                  (b)      the applicable amount specified in
                                  clause (y) of Section 7(e)(1)(A), mutatis
                                  mutandis, for each of the individual
                                  securities included in the Unit of the entity
                                  that is involved in the Change of Control
                                  Transaction (measured by reference to the
                                  number of shares (or other units) of such
                                  security within the Unit).

At the completion of the Change of Control Transaction, if this Debenture has
been converted in the Change of Control Transaction pursuant to this Section
7(e)(2), Payee shall sell and receive cash for the securities issuable upon
conversion which were subject to the Change of Control Transaction in
accordance with the provisions of Section 7(e)(1)(B), mutatis mutandis, and it
shall thereafter continue to hold the securities issuable upon conversion of
the entity not involved in the Change of Control Transaction.

                 (f)      Mechanics of Conversion.  No fractional shares of
Common Stock shall be issued upon conversion of this Debenture.  In lieu of any
fractional share to which the holder would otherwise be entitled, Maker shall
pay cash to such holder in an amount equal to such fraction multiplied by the
applicable Conversion Price.  In order to convert this Debenture into full
shares of Common Stock, the holder shall surrender this Debenture, duly
endorsed, to the office of Maker or of any transfer agent for this Debenture,
and shall give written notice to Maker at such office that he elects to convert
the same, the principal amount of this Debenture to be so converted and a
calculation of the Conversion Price; provided, however, that Maker shall not be
obligated to issue certificates evidencing the shares of Common Stock issuable
upon such conversion until either this Debenture is delivered to Maker or its
transfer agent as provided above, or the holder notifies Maker or its transfer
agent that such Debenture has been lost, stolen or destroyed and executes an
agreement reasonably satisfactory to Maker to indemnify Maker from any loss
incurred by it in connection with such Debenture or conversion occurs
automatically or at the option of Maker pursuant to the provisions of Section
7.

                 Maker shall issue and deliver within three (3) business days
after delivery to Maker of this Debenture, or after such agreement and
indemnification, to Payee at the address of Payee specified in the notice of
conversion, a certificate or certificates for the number of shares of Common
Stock to which Payee shall be entitled as aforesaid.  The date on which notice
of conversion is given shall be deemed to be the date set forth in such notice
of conversion provided that the original Debenture to be converted is received
by the transfer agent or Maker within five (5) business days thereafter and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.  If the original Debenture
to be converted is not received by the transfer agent or Maker within five
business days after the date on which notice of conversion is given, the notice
of conversion shall become null and void.

                 If Payee exercises its right to convert part but not all of
this Debenture, in addition to the shares of Common Stock (or other securities,
if applicable) issuable upon conversion and cash for any fractional shares,
Maker will also deliver to such holder a new Debenture, of like tenor, for the
principal amount of this Debenture not being converted.

                 (g)      Reservation of Stock Issuable Upon Conversion.  Maker
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of this Debenture, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all then
outstanding Debentures being issued pursuant to the Purchase Agreement; and if
at any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all then outstanding Debentures
issued pursuant to the Purchase Agreement, Maker will promptly take such
corporate action as may be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

                 The provisions of this Section 7(g) shall also apply, mutatis
mutandis, to any securities issuable by the Company or any other entity as part
of any Unit issued pursuant to Section 7(d).

                 8.       Repayment.  If upon conversion of this Debenture,
Maker (or any other entity which is required to issue securities upon
conversion of this Debenture under Section 7(d)) fails to issue shares of its
Common Stock or other securities (if required under Section 7(d)) that have
been registered under the Securities Act as required under Section 7, Payee
shall have the right, upon written notice to Maker, to rescind the conversion
of this Debenture and require repayment hereunder in cash as provided in this
Section 8.  The aggregate cash repayment amount for this Debenture under this
Section 8 shall be an amount equal to the higher of (i) the current market
value on the date of the notice of redemption of the securities that would have
been issued upon conversion of this Debenture pursuant to Section 7 had Maker
and any other applicable entity issued securities registered under the
Securities Act as required by Section 7, or (ii) the outstanding principal
amount of this Debenture plus all due but unpaid interest hereon, or (iii) the
relevant aggregate purchase price specified in Section 7(e)(1)(B) if this
Debenture was converted in connection with a Change of Control Transaction
pursuant to Section 7(e).

                 The cash repayment amount shall be payable by Maker to the
holders of the Debentures requesting repayment in cash by wire transfer to such
account as specified by such holder on the fifth day after Maker's receipt of
notice from such holder of its request for repayment in cash.  In the event
Maker is unable or shall fail to pay the repayment amount in cash on the date
due, Maker shall repay on such date the principal amount of this Debenture
which it is able to repay, pro rata among all holders of the Debentures issued
pursuant to the Purchase Agreement that have then given notice of repayment in
cash in proportion to the full amounts to which they would otherwise be
entitled if all Debentures required to be repaid were repaid, and shall pay the
remainder of the repayment amount as soon as Maker is able to do so.  Any
unpaid portion of the repayment amount shall bear interest at an annual rate of
14% from the due date until such amount is paid in full.  For so long as any
repayment amount with respect to this Debenture

for which repayment in cash has been requested has not been fully paid, Maker
shall not declare or pay any dividend or any other distribution or pay or set
aside any sums for or apply any sums to the purchase or redemption of any
shares of capital stock of Maker.

         9.      Registration.

                 9.1      Maker hereby agrees at its sole cost and expense
(excluding any discounts and commissions, if applicable) to file, and use its
best efforts to cause to become effective within 180 days following the date
hereof (the "Registration Date") and to keep effective and current under the
Securities Act a registration statement or registration statements (each a
"Registration Statement") covering the maximum number of shares of Common Stock
of the Maker issuable upon conversion of this Debenture (the "Registrable
Shares").  Maker shall also use its best efforts to keep any such Registration
Statements, and the accompanying prospectuses, effective and current under the
Act at its expense for a period until the Payee is able to sell all of its
Registrable Shares (the "Registration Period").

                 9.2      Any Registration Statement referred to in Section 9
hereof shall be prepared and processed in accordance with the following terms
and conditions:

                          (a)     Payee will cooperate in furnishing promptly
to Maker in writing any information requested by Maker in connection with the
preparation, filing and processing of such Registration Statement and agrees to
comply with all requirements of the Securities Act or other laws applicable to
it in connection with the offer, sale, underwriting and distribution of its
respective Registrable Shares.

                          (b)     Maker will furnish to the Payee such number
of prospectuses or other documents incident to such registration as may from
time to time be reasonably requested, and cause its Registrable Shares to be
qualified under the blue sky laws of those states reasonably requested by the
Payee.

                          (c)     Maker will indemnify the Payee (and any
officer, director or controlling person of the Payee) and any underwriters
acting on behalf of the Payee against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) to which they may become subject
under the Securities Act or otherwise, arising out of or based upon any untrue
or alleged untrue statement of any material facts contained in any Registration
Statement filed pursuant hereto, or any document relating thereto, including
all amendments and supplements, or arising out of or based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein contained not misleading, and will
reimburse the Payee (or such other aforementioned parties) or such underwriters
for any legal and all other expenses reasonably incurred in connection with
investigating or defending

any such claim, loss, damage, liability or action; provided, however, that
Maker will not be liable where the untrue or alleged untrue statement or
omission or alleged omission is based upon information furnished in writing to
Maker by the Payee expressly for use therein, or solely as a result of the
Payee's failure to furnish to Maker information duly requested in writing by
counsel for Maker specifically for use therein.  This indemnity agreement shall
be in addition to any other liability Maker may have.  The indemnity agreement
of Maker contained in this paragraph (c) shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
indemnified party and shall survive the delivery and payment for the
Registrable Shares.

                 (d)      The Payee will indemnify Maker (and any officer,
director or controlling person of Maker) and any underwriters acting on behalf
of Maker against all claims, losses, expenses, damages and liabilities (or
actions in respect thereof) to which they may become subject under the
Securities Act or otherwise, arising out of or based upon any untrue or alleged
untrue statement of any material facts contained in any Registration Statement
filed pursuant hereto, or any document relating thereto, including all
amendments and supplements, or arising out of or based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein contained not misleading, and, will
reimburse Maker (or such other aforementioned parties) or such underwriters for
any legal and other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability, or action;
provided, however, that the Payee will be liable as aforesaid only to the
extent that such untrue or alleged untrue statement or omission or alleged
omission is based solely upon information furnished in writing to Maker by the
Payee expressly for use therein, or solely as a result of its failure to
furnish Maker with information duly requested in writing by counsel for Maker
specifically for use therein.  This indemnity agreement contained in this
paragraph (d) shall remain operative and in full force and effect regardless of
any investigation made by or an behalf of any indemnified party and shall
survive the delivery of and payment for Registrable Shares.

                 (e)      Promptly after receipt by an indemnified party under
this Section 9.2 of notice of the commencement of any action, such indemnified
party will follow the procedures prescribed by Section 10.3 of the Purchase
Agreement, which terms are incorporated herein by this reference and made a
part hereof, mutatis mutandis.

                 (f)      Except as expressly set forth in Section 9.2(g),
Maker shall bear all costs and expenses incident to any registration pursuant
to this Section 9 and the legal fees and expenses of one firm representing the
Payee and holders of all registrable shares under the Debentures.

                 (g)      The Payee shall pay any and all underwriters
discounts, brokerage fees and transfer taxes incident to the sale of any
securities sold by the Payee pursuant to this Section 9.

         10.     Subordination.

         (a)     Maker, for itself, its successors and assigns, covenants and
agrees, and Payee by Payee's acceptance of this Debenture, likewise covenants
and agrees, that the Debentures represent and at all times shall remain
unsecured indebtedness of Maker and the payment of the principal, interest and
premium (if any) on this Debenture and on each and all of the Debentures is
hereby expressly subordinated to the extent and in the manner set forth below
to the prior payment in full in cash of all Senior Indebtedness (as defined
below), whether such Senior Indebtedness is repaid in accordance with its
terms, or upon dissolution, winding up, liquidation or reorganization of Maker
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or otherwise).  The provisions of this
Section 10 shall constitute a continuing offer to all persons who become
holders of, or continue to hold, Senior Indebtedness, and such provisions are
made for the benefit of the holders of Senior Indebtedness and such holders are
hereby made beneficiaries hereunder, the same as if their names were written
herein as such, and they and/or each of them may proceed to enforce such
provisions.  Such provisions will not be amended without the prior written
consent of all holders of Senior Indebtedness.  For purposes of this Debenture,
"Senior Indebtedness" shall mean all loans, advances, liabilities, covenants,
duties or other indebtedness of Maker existing on the date hereof and listed on
Schedule A hereto or any Bank Debt (as defined below) arising from time to time
hereafter and any and all renewals, extensions and refundings of any such
indebtedness, whether for principal, premium or interest (including
post-petition interest) or otherwise, of Maker or any subsidiary of Maker,
whether direct or indirect, absolute or contingent, secured or unsecured, due
or to become due, unless in any instrument or instruments creating, evidencing
or securing any such indebtedness it is expressly provided that such
indebtedness is not superior in right of payment to the Debentures.  Without
limiting the generality of the foregoing, Maker and Payee acknowledge and agree
that the term "Senior Indebtedness" includes, without limitation, all loans,
advances, liabilities, covenants, duties and other indebtedness of Maker
existing on the date hereof or arising from time to time hereafter, and any and
all renewals, extensions and refundings of any such indebtedness, whether for
principal, premium, interest, fees or otherwise of Maker or any subsidiary of
Maker, whether direct or indirect, absolute or contingent, secured or
unsecured, due or to become due, to any or all of (i) Bank South, (ii)
NationsBank, N.A. (South), or any other Lender under the Credit Agreement,
dated as of November 14, 1994, among Maker, Bank South, as Agent, and the
Lenders listed therein, as amended or supplemented from time to time; and any
indebtedness of Maker to a commercial bank or financial institution that, by its

terms, is expressly incurred in replacement or substitution of all or any
portion thereof (the "Bank Debt").

         (b)     Upon any payment or distribution of the assets of Maker or any
subsidiary of Maker or any of them of any kind or character, whether in cash,
property or securities to creditors upon any dissolution, winding up, total or
partial liquidation, reorganization, recapitalization or readjustment of Maker
or any subsidiary of Maker or any of them or their respective securities
(whether voluntary or involuntary, or in bankruptcy, insolvency,
reorganization, liquidation or receivership proceedings, or upon an assignment
for the benefit of the creditors, or any other marshaling of the assets and
liabilities of Maker or any subsidiary of Maker, or otherwise), then in such
event:

                 (i)      the holders of Senior Indebtedness shall be entitled
to receive payment in full in cash (or to have such payments duly provided for
in a manner satisfactory to the holders of Senior Indebtedness) of all amounts
due or to become due on or in respect of all Senior Indebtedness, before any
payment is made on account of or applied on the Debentures (other than payment
in shares of stock of the Maker as reorganized or readjusted, or securities of
the Maker or any other corporation or other entity provided for by a plan of
reorganization or readjustment, which stock and securities are subordinated to
the payment of all Senior Indebtedness and securities received in lieu thereof
which may at the time be outstanding);

                 (ii)     any payment or distribution of assets of Maker or any
subsidiary of Maker or any of them of any kind or character from any source
whatsoever, whether in cash, property or securities (other than shares of stock
of the Maker as reorganized or readjusted, or securities of the Maker or any
other corporation or other entity provided for by a plan of reorganization or
readjustment, which stock and securities are subordinated to the payment of all
Senior Indebtedness and securities received in lieu thereof which may at the
time be outstanding), to which the holders of the Debentures would be entitled
except for the provisions of this Section 11, shall be paid or delivered by any
debtor, custodian or other person making such payment or distribution, directly
to the holders of the Senior Indebtedness, for application to payment of all
such Senior Indebtedness remaining unpaid, to the extent necessary to pay all
such Senior Indebtedness in full after giving effect to any concurrent payment
or distribution, or provision therefor, to the holders of such Senior
Indebtedness; and

                 (iii)    in the event that, notwithstanding the foregoing
provisions of this Section 11(b), any payment or distribution of assets of
Maker or any subsidiary of Maker or any of them of any kind or character from
any source whatsoever, whether in cash, property or securities (other than
shares of stock of the Maker as reorganized or readjusted, or securities of the
Maker or any other corporation or other entity provided for by a plan of
reorganization or readjustment, which stock and securities are

subordinated to the payment of all Senior Indebtedness and securities received
in lieu thereof which may at the time be outstanding) shall be received by any
holder of the Debentures before all such Senior Indebtedness is indefeasibly
paid in full in cash, such payment or distribution shall be held in trust for
the benefit of, and shall be immediately paid or delivered by such holder to,
as the case may be, the holders of such Senior Indebtedness remaining unpaid,
for application to the payment of all such Senior Indebtedness remaining
unpaid, to the extent necessary to pay all such Senior Indebtedness in full
after giving effect to any concurrent payment or distribution, or provision
therefor, to the holders of such Senior Indebtedness.

         (c)     No payment of principal on the Debentures other than pursuant
to Sections 7 or 8 hereof shall be made by or on behalf of Maker or any
subsidiary for Maker or any of them unless and until the Senior Indebtedness
shall have been indefeasibly paid in full in cash.

         (d)     No payment of any kind on account of the Debentures (whether
principal, interest, premiums, fees or otherwise) other than pursuant to
Section 7 hereof shall be made by or on behalf of Maker or any subsidiary of
Maker or any of them upon and during the continuance of any default in the
payment of principal, interest or premium, if any, with respect to any Senior
Indebtedness.

         (e)     Upon and during the continuance of any default or event of
default under or with respect to any Senior Indebtedness, except pursuant to
Sections 7 or 8 hereof, no holder of any Debenture may (i) accelerate or take
any action to accelerate the maturity of all or any portion of any Debenture,
or (ii) commence or continue any judicial proceedings against Maker or any of
its subsidiaries with respect to this Debenture, or (iii) exercise any rights
or remedies under any Debenture or at law or in equity in respect of the
collection of the indebtedness evidenced thereby.

         (f)     In the event that, notwithstanding the foregoing provisions of
this Section 10, any payment or distribution of assets of Maker or any
subsidiary of Maker or any or them of any kind or character from any source
whatsoever, whether in cash, property or securities, shall be received by any
holder of any Debenture contrary to the foregoing provisions of this Section
10, such payment or distribution shall be held in trust for the benefit of, and
shall be immediately paid or delivered by such holder to, as the case may be,
the holders of such Senior Indebtedness remaining unpaid, for application to
the payment or prepayment of all such Senior Indebtedness remaining unpaid, to
the extent necessary to pay all such Senior Indebtedness in full in cash.

         (g)     Each holder of Senior Indebtedness is hereby irrevocably
authorized and empowered (in its own name or otherwise), but shall have no
obligation, to demand, sue for, collect and receive every payment or
distribution referred to in respect of this Debenture and to file claims and
proofs of claim with respect to the

Debenture if the holder of the Debenture fails to do so within sixty (60) days
after receipt of written notice from the holders of the Senior Indebtedness
requesting it to take such action.

         (h)     The provisions of this Section 10 shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Indebtedness is rescinded or must otherwise be returned by
any holder of Senior Indebtedness, as though such payment had not been made.

         (i)     Holders of the Debentures hereby undertake and agree for the
benefit of the holders of Senior Indebtedness that, upon the occurrence and
during the continuance of a default under any Senior Indebtedness, they shall
take any actions reasonably requested by any holder of such Senior Indebtedness
to effectuate the full benefit of the subordination contained herein.

         (j)     Subject to the payment in full of all Senior Indebtedness, the
holders of the Debentures shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of assets of the Maker
applicable to the Senior Indebtedness until all amounts owing on the Debentures
shall be paid in full, and for the purpose of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness by or on behalf of the
Maker or by or on behalf of the holders of the Debentures by virtue of this
Section 10 which otherwise would have been made to the holders of the
Debentures, shall be deemed to be payment by the Company to or on account of
the Senior Indebtedness, it being understood that the provisions of this
Section 10 are and are intended solely for the purpose of defining the relative
rights of the holders of the Debentures, on the one hand, and the holders of
the Senior Indebtedness, on the other hand.

         (k)     Nothing contained in this Section 10 or elsewhere in this
Debenture shall impair, as between the Maker and the holder of this Debenture,
the obligation of the Maker, which is absolute and unconditional, to pay to the
holder of this Debenture the principal of and interest on this Debenture as and
when the same shall become due and payable in accordance with the terms hereof,
or prevent the holder of this Debenture upon any default hereunder from
exercising all rights, powers and remedies with respect hereto, all subject to
the rights of the holders of the Senior Indebtedness under this Section 10.

         11.     Default.  Each of the following shall constitute a "Default"
under this Debenture:

         (i)     the Maker shall fail to pay interest as required pursuant to
Section 3 hereof;

         (ii)    the Maker shall fail to convert all or any portion of this
Debenture as required pursuant to Section 7 hereof;

         (iii)   Maker shall fail to pay in cash when due the amounts payable
pursuant to Section 8 hereof;

         (iv)    maker shall default in the performance or observance of any
covenant contained in this Debenture or in the Purchase Agreement; or

         (v)     any event or circumstance shall have occurred which shall
result in the acceleration of the maturity of any Senior Indebtedness or which
shall permit any holder of any Senior Indebtedness to accelerate the maturity
thereof or to require an early prepayment or repayment of such Senior
Indebtedness.

         12.     Voting and Other Rights.  Upon the occurrence and during the
continuance of a Default, the holders of the Debentures shall be entitled to
vote together with the holders of the Common Stock of the Maker, voting
together as one class, on all actions to be voted on by the shareholders of the
Maker.  The holder of this Debenture shall be entitled to a number of votes
equal to the number of shares of Common Stock into which this Debenture would
be convertible, assuming a Conversion Price of $5.23.

         Holders of the Debentures shall be entitled to notice of all
shareholder meetings or written consents whether or not they would be entitled
to vote at such meetings or with respect to such consents, which notice would
be provided pursuant to the Maker's By-Laws and applicable statutes.  Holders
of the Debentures shall also be entitled to receive all reports and other
information or materials distributed to the holders of the Maker's Common Stock
at the time and in the manner such items are distributed to the holders of the
Maker's Common Stock.

         Except as provided in this Section 12, this Debenture shall not
entitle the holder hereof to any of the rights of a shareholder of Maker.

         13.     Certain Covenants  (a) So long as any principal amount of the
Debentures remain outstanding, all transactions between the Maker and any
separate public company into which the Maker may transfer any of its operations
or assets in a Reorganization and all transactions between the Maker and any
affiliate of the Maker (other than wholly-owned subsidiaries of the Maker)
shall be approved by a majority of the independent directors of the Maker's
Board of Directors and will be on an arms-length basis and fair to the Maker
and to such other entity or affiliate.  For purposes of this Section 13(a), an
"affiliate" of the Maker shall mean any officer, director or beneficial owner,
directly or indirectly, of more than five percent of the Maker's Common Stock
(and if such beneficial owner is a corporation, any person controlling,
controlled by or under common control with such beneficial owner, or any
officer or director of such beneficial owner or of any corporation occupying
any such control relationship) or any other person which, directly or
indirectly, controls or is controlled by or is under common control with the
Maker.  For purposes of this

Section 13(a), "control" with respect to any person shall mean possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting
securities or by contract or otherwise.  For purposes of this Section 14(a),
"independent director" shall mean each director who is not an officer or
employee of the Maker or an "affiliate."

         (b)     The Maker shall, as a condition of any spin-off of its
operations or assets to a separate public company in a Reorganization, cause
such separate public company to agree to be bound by the provisions of this
Debenture applicable to it.  In addition, the Maker shall, as a condition of
any Change of Control Transaction to which it is a party, cause the person
acquiring control of the Maker pursuant to the Change of Control Transaction to
agree to be bound by the provisions of this Debenture applicable to it.

         14.     Amendments.  This Debenture shall not be amended without the
prior written approval of the holders of at least two-thirds of the outstanding
principal amount of the Debentures.

         15.     Waiver.  Maker and any and all sureties, guarantors and
endorsers of this Debenture and all other parties now or hereafter liable
hereon, severally waive grace, demand, presentment for payment, protest, notice
of any kind (including, but not limited to, notice of dishonor, notice of
protest, notice of intention to accelerate and notice of acceleration) and
diligence in collecting and bringing suit against any party hereto, and agree
(a) to all extensions and partial payments, with or without notice, before or
after maturity, (b) to any substitution, exchange or release of any security
now or hereafter given for this Debenture, (c) to the release of any party
primarily or secondarily liable hereon, and (d) that it will not be necessary
for the Payee, in order to enforce payment of this Debenture, to first
institute or exhaust the Payee's remedies against Maker or any other party
liable therefor or against any security for this Debenture.

         16.     Costs of Collection.  If a Default occurs hereunder or under
any of the instruments securing payment hereof (whether or not suit is filed),
or if this Debenture is collected by suit or legal proceedings or through the
probate court or bankruptcy proceedings, Maker agrees to pay all reasonable
attorneys' fees and all expenses of collection and costs of court.

         17.     Interest Adjustments.  It is the intention of the parties
hereto to comply with applicable usury laws (now or hereafter enacted):
accordingly, notwithstanding any provision to the contrary in this Debenture,
or in any of the documents securing payment hereof or otherwise relating
hereto, in no event shall this Debenture or such documents require the payment
or permit the collection of interest in excess of the maximum amount permitted
by such laws.  If any such excess of interest is contracted for, charged,
taken, reserved or received under this Debenture or under

the terms of any of the documents securing payment hereof or otherwise
relating hereto, or in the event the maturity of the indebtedness evidenced by
this Debenture is accelerated in whole or in part, so that under any of such
circumstances the amount of interest contracted for, charged, taken, reserved
or received under this Debenture or under any of the instruments securing
payment hereof or otherwise relating hereto, on the amount of principal
actually outstanding from time to time under this Debenture shall exceed the
maximum amount of interest permitted by applicable usury laws, now or hereafter
enacted, then in any such event (i) the provisions of this paragraph shall
govern and control, (ii) any such excess which may have been collected at final
maturity of said indebtedness either shall be applied as a credit against the
then unpaid principal amount hereof or refunded to Maker, at the Payee's
option, (iii) if, as a result of the application of the provisions of this
paragraph, the Payee shall receive interest payments under this Debenture in an
amount less than the amount otherwise provided hereunder, such deficit will, to
the fullest extent permitted by applicable laws, cumulate and be carried
forward (without interest) until the payment in full of this Debenture, and
interest otherwise payable to Payee hereunder for any subsequent period shall
be increased by the maximum amount of such deficit that may be so added without
causing the Payee to receive interest in excess of the maximum amount then
permitted by applicable laws, and (iv) upon such final maturity, the effective
rate of interest shall be automatically reduced to the maximum lawful rate
allowed under applicable usury laws as now or hereafter construed by the courts
having jurisdiction thereof.  Without limiting the foregoing, all calculations
of the rate of interest contracted for, charged, taken, reserved or received
under this Debenture or under such other documents which are made for the
purpose of determining whether such rate exceeds the maximum lawful rate, shall
be made, to extent permitted by applicable laws, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the loan evidence hereby, all interest at any time contracted for,
charged, taken, reserved or received from Maker or otherwise by the Payee
connection with such indebtedness.

         18.     Applicable Law.  This Debenture shall be govern and construed
under the applicable laws of the State of Georgia without regard to the
conflicts of law provisions thereof.

         19.     No Waiver by the Payee.  Any check, draft, money order or
other instrument given in payment of all or any portion hereof may be accepted
by the Payee and handled in collection in the Payee's customary manner, but the
same shall not constitute payment hereunder or diminish any rights of the Payee
except to the extent that actual cash proceeds of such instrument are
unconditionally received by the Payee.

         IN WITNESS WHEREOF, MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. has
caused this Debenture to be executed in its name by a duly authorized officer.

                                        MOUNTASIA ENTERTAINMENT
                                        INTERNATIONAL, INC.

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

                                   SCHEDULE A

1.       Loan Agreement, dated January 8, 1991, by and between Maker and 1st
         National Bank Northwest Florida.  Outstanding as of March 31, 1996 -
         $950,144.23

2.       Sales Contract and Licensing Agreement, dated March 13, 1996, by and
         between Maker and Petro Associates (d/b/a Amusement Solutions).
         Outstanding as of March 31, 1996 - $744,450.00

3.       Credit Agreement, dated as of November 14, 1994, among, Maker, Bank
         South, N.A. (k/n/a NationsBank, N.A.  (South)), as Agent and the
         Lenders listed therein.  Outstanding as of March 31, 1996 -
         $2,991,017.00

4.       Loan Agreement, dated August 1, 1994 by and between Maker and Bank
         South, N.A. (k/n/a NationsBank, N.A.  (South)).  Outstanding as of
         March 31, 1996 - $6,506,000.00

5.       Promissory Note, dated August 18, 1994, by and between Maker and
         Barnett Bank.  Outstanding as, of March 31, 1996 - $45,000.00

6.       Promissory Note, dated February 4, 1993, by and between Maker and
         Barnett Bank.  Outstanding as of March 31, 1996 - $11,055.00

7.       Master Lease, dated June 1994, by and between Maker and CIT Equipment
         Finance.  Outstanding as of March 31, 1996 - $1,819,206.58

8.       Promissory Note, dated June 17, 1995, by and between Maker and General
         Motors Acceptance Corporation.  Outstanding as of March 31, 1996 -
         $25,277.52

9.       Promissory Note, dated August 1993, by and between National Bank of
         Texas and Kingwood FFC, L.P.  Outstanding as of March 31, 1996 -
         $53,554.66

10.      Loan Agreement, dated January 1993, by and between Maker and Norwest
         Equipment Finance.  Outstanding as of March 31, 1996 - $353,798.78

11.      Loan Agreement, dated August 1993, by and between ITT and Kingwood
         FFC, L.P.  Outstanding as of March 31, 1996 - $927,777.81

                                                                       EXHIBIT B

                          DENOMINATIONS OF DEBENTURES

Denomination Name of Debentures - ---- ------------- Family Funn Entertainment, Inc. $ 100 Family Entertainment Funding, L.P. $5,033,333
EXHIBIT C FORM OF ASSIGNMENT OF [PARTNERSHIP INTEREST] [INDEBTEDNESS] This ASSIGNMENT is made and entered into as of the ____ day of March, 1996, by and between _________________________, a ______________________ [CORPORATION] [LIMITED PARTNERSHIP] (the "Assignor") and Mountasia Entertainment International, Inc., a Georgia corporation (the "Assignee"). W I T N E S S E T H: WHEREAS, the Assignor and the Assignee, together with certain other parties, have entered into a Purchase and Sale Agreement dated as of March __, 1996 (the "Purchase and Sale Agreement"), providing, among other things, for the sale, transfer, assignment, conveyance and delivery by the Assignor to the Assignee of its [GENERAL PARTNERSHIP INTEREST IN] [LIMITED PARTNERSHIP INTEREST IN] [INTEREST IN THE INDEBTEDNESS OWED TO IT BY] National Entertainment Funding, L.P., a Delaware limited partnership; NOW, THEREFORE, pursuant to the Purchase and Sale Agreement and in consideration of the provisions thereof and the mutual covenants and agreements set forth therein, the parties hereto agree as follows: 1. In consideration of the [FAMILY FUNN GP PURCHASE PRICE] [LFI PURCHASE PRICE] [L.P. PURCHASE PRICE] [INDEBTEDNESS PURCHASE PRICE] (as such term and all other capitalized terms used but not defined herein are defined in the Purchase and Sale Agreement), the Assignor hereby sells, transfers, assigns, conveys and delivers to the Assignee, and the Assignee hereby assumes from the Assignor, all of the Assignor's right, title and interest in and to the [FAMILY FUNN GP INTEREST] [LFI INTEREST] [L.P. INTEREST] [INDEBTEDNESS], to have and to hold the same for the Assignee, its successors and assigns forever. 2. The Assignor hereby constitutes and appoints the Assignee as its true and lawful attorney-in-fact with full power of substitution and in its name and stead or in the name of the Assignee or otherwise, by and on behalf and for the benefit of the Assignee to demand and receive from time to time any and all of the rights and interests hereby sold, transferred, assigned, conveyed and delivered, and to give receipts and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute in the name of the Assignor or otherwise, for the benefit of the Assignee, all proceedings at law, in equity or otherwise which the Assignor may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to or arising from the rights and interests hereby sold, transferred, assigned, conveyed and delivered, and for the benefit of the Assignee to defend or compromise any and all actions, suits or proceedings in respect of the [FAMILY FUNN GP INTEREST] [LFI INTEREST] [L.P. INTEREST] [INDEBTEDNESS] assigned hereby and to do all such acts and things in relation thereto as the Assignee shall deem desirable; the Assignor hereby declaring that the appointment made and the powers hereby granted are coupled with an interest and are and shall be irrevocable by the Assignor in any manner or for any reason. 3. This Assignment may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 4. This Assignment shall be binding upon and enforceable against and shall inure to the benefit of the Assignee and the Assignor and their respective successors and assigns. 5. This Assignment shall be construed in accordance with the laws of the State of Georgia without regard to the principles of conflict of laws. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year first written above. "ASSIGNOR" ---------------------------------------- By: ------------------------------------- Name: Title: "ASSIGNEE" MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC. By: ------------------------------------- Name: Title:

Basic Info X:

Name: PURCHASE AND SALE AGREEMENT
Type: Purchase and Sale Agreement
Date: Sept. 13, 1996
Company: MALIBU ENTERTAINMENT WORLDWIDE INC
State: Georgia

Other info:

Date:

  • 3rd day of April , 1996
  • September 30 , 1995
  • December 31 , 1995
  • June 30 , 1994
  • May 9 , 1995
  • April 3 , 1996
  • January 1 , 1996
  • January , April
  • October
  • January 8 , 1996
  • the first quarter
  • January 1 , 1998
  • September 30 , 1996
  • January 8 , 1991
  • March 13 , 1996
  • November 14 , 1994
  • August 1 , 1994
  • August 18 , 1994
  • February 4 , 1993
  • June 1994
  • June 17 , 1995
  • January 1993
  • August 1993
  • March 31 , 1996
  • March , 1996

Organization:

  • Family Funn Entertainment , Inc.
  • Family Funn GP Purchase Price the L.P. Purchase Price
  • Secretary of State of the State of Georgia
  • Purchaser's Board of Directors
  • Restated Agreement of Limited Partnership of National Entertainment Funding
  • Working Capital Loan Agreement
  • Securities and Exchange Commission
  • Nelson Mullins Riley & Scarborough
  • Pacific Centre Suite
  • Granville Street Vancouver
  • Morgan , Lewis & Bockius
  • Family Entertainment LP
  • Amusement Co. , Inc.
  • Amusement Co. Partners , Inc.
  • Capital Trust Investments Limited
  • Option of Maker
  • Common Stock of Maker
  • Nasdaq Stock Exchange
  • Maker's Common Stock
  • Mechanics of Conversion
  • Reservation of Stock Issuable Upon Conversion
  • Maker 's Common Stock
  • Maker's Board of Directors
  • Change of Control Transaction
  • 1st National Bank Northwest Florida
  • Petro Associates dba Amusement Solutions
  • 3. Credit Agreement
  • CIT Equipment Finance
  • General Motors Acceptance Corporation
  • National Bank of Texas
  • Norwest Equipment Finance
  • Mountasia Entertainment International , Inc.
  • ] National Entertainment Funding

Location:

  • State of Florida
  • Windward Parkway
  • Atlanta
  • New York
  • Esq
  • United States of America
  • Alpharetta
  • Georgia
  • L.P.
  • Delaware

Money:

  • $ 2,718,000
  • $ 100.00
  • $ 2,496,533.00
  • $ 2,536,800.00
  • $ 5,000
  • $ 3 million
  • $ 5.23
  • $ 950,144.23
  • $ 744,450.00
  • $ 2,991,017.00
  • $ 6,506,000.00
  • $ 45,000.00
  • $ 11,055.00
  • $ 1,819,206.58
  • $ 25,277.52
  • $ 53,554.66
  • $ 353,798.78 11
  • $ 927,777.81

Person:

  • Steven A. Cunningham
  • Tracy Moore
  • Charles E. Engros
  • Barbara Jean Vandersaar
  • James Curtis
  • L. Scott Demerau

Percent:

  • one-tenth percent
  • 9.1 %
  • twelve percent
  • 12 %
  • 25 %
  • 14 %
  • five percent