
         



                                                                    Exhibit 99.2

V32

                             REGISTRATION AGREEMENT


     THIS REGISTRATION AGREEMENT (the "Agreement") is made and entered into this
15th day of  August,  1997,  between  (i) AMCE  Entertainment  Inc.,  a Delaware
corporation  (the  "Company"),  (ii)  Stanley H.  Durwood,  individually  and as
trustee of the 1992  Durwood,  Inc.  Voting  Trust dated  December 12, 1992 (the
"1992  Trust"),  and the Trust created  pursuant to the Stanley H. Durwood Trust
Agreement dated August 14, 1989 (the "1989 Trust"),  Carol D. Journagan,  Edward
D. Durwood,  Thomas A.  Durwood,  Elissa D. Grodin,  Brian H. Durwood,  Peter J.
Durwood, The Thomas A. and Barbara F. Durwood Family Investment  Partnership,  a
California   limited   partnership   (the  "TBD   Partnership")   (the   "Family
Stockholders")  and each Permitted  Assignee (as herein  defined) of such Family
Stockholder  listed on Exhibit A to this  Agreement from time to time (each such
Family  Stockholder  and Permitted  Assignee a  "Stockholder"  and  collectively
"Stockholders")  and (iii)  solely  for  purposes  of  Section  4 hereof,  Delta
Properties, Inc., a Missouri corporation.


The Company has agreed to provide to the Stockholders  the  registration  rights
("Registration Rights") set forth in this Agreement.


In consideration of the foregoing, the parties hereto agree as follows:


Section 1.     Certain Definitions.


For purposes of this  Agreement,  the  following  terms shall have the following
respective meanings:


"Adjusted  Basis" shall mean, as of a specified date with respect to a specified
number  of  shares of  Common  Stock or Class B Stock,  the  number of shares of
Common Stock and Class B Stock that a record holder of such specified  number of
shares on March


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<PAGE>

31, 1997 would hold on such  specified  date,  after giving  effect to all stock
dividends and splits and all subdivisions,  combinations or reclassifications of
such class of securities  the record date of which occurs between March 31, 1997
and such specified date.


"Charitable Assignee" of a Stockholder shall mean any charitable
organization,  including  charitable  remainder and  charitable  lead trusts,  a
transfer of property to which by such  Stockholder  would  qualify,  at least in
part, for an income, gift or estate tax charitable  deduction under the Internal
Revenue Code of 1986, as amended.


"Class B Stock" shall mean the Class B Stock,  par value 66 2/3(cent) per share,
of the Company.


"Commission"  shall mean the  Securities and Exchange  Commission,  or any other
federal agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.


"Common Stock" shall mean the Common Stock, par value 66 2/3(cent) per share, of
the Company.


"DI" shall mean  Durwood,  Inc., a Missouri  corporation,  which is to be merged
into the Company in the Merger.


"Effectiveness Period" shall have the meaning set forth in Section 2(a).


"Effective  Date"  shall  mean the  date on  which  the  Commission  declares  a
Registration effective or on which a Registration otherwise becomes effective.


"Exchange Act" shall mean the Securities  Exchange Act of 1934, or any successor
thereto, as the same shall be amended from time to time.

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<PAGE>

The term "holder" shall mean a Stockholder and such of its respective  Permitted
Assignees who acquire Registrable Securities,  directly or indirectly, from such
Stockholder or from any Permitted Assignee of such Stockholder.


"Merger"  shall mean the merger of DI with and into the Company  pursuant to the
Agreement  and Plan of Merger  and  Reorganization  dated as of March  31,  1997
between the Company and DI (the "Merger Agreement").


"Permitted Assignees" of a Stockholder shall mean any of the following
persons and entities to which  Registrable  Securities  are  transferred by such
Stockholder by gift prior to the date the Registration  Statement is first filed
with the  Commission  that at the time of such  transfer  agree by instrument in
form and  substance  reasonably  satisfactory  to the Company to be bound by the
provisions of (x) this Agreement and (y) the Stock Agreement,  in each case as a
"Stockholder":  (i) another Stockholder, (ii) the spouse of a Stockholder, (iii)
a lineal descendant of a Stockholder, including an adopted child, and any spouse
of a lineal descendant  (each, a "Family  Member"),  (iv) a trust established by
one  or  more  Stockholders  or  Family  Members  of one  or  more  Stockholders
principally  for the benefit of one or more  Stockholders  or Family  Members of
Stockholders  and/or one or more  Charitable  Assignees,  (v) the estate of such
Stockholder  and (vi) any  Charitable  Assignee.  Upon the transfer of shares of
Registrable  Securities  by  a  Stockholder  to a  Permitted  Assignee  of  such
Stockholder as provided herein prior to the date the  Registration  Statement is
first filed with the  Commission,  Exhibit A hereto will be deemed to be amended
without  further action of the parties hereto (x) to reduce the number of shares
of Registrable Securities set forth next to such Stockholder's name on Exhibit A
by the number of shares so transferred  that will be subject to this  Agreement,
(y) if such  Permitted  Assignee's  name is not  listed on Exhibit A, to add the
name of such Permitted  Assignee to Exhibit A as a  Stockholder,  and (z) to set
forth the number of shares of Registrable Securities so transferred that will be
subject to this  Agreement (or to increase the number of shares so listed by the
number of shares so transferred  that will be subject to this Agreement) next to
such Permitted  Assignee's name on Exhibit A.  Notwithstanding  any provision of
this Agreement to the contrary,  a Family Stockholder may transfer to or for the
benefit of one or more Charitable  Assignees in the aggregate up to five percent
(5%) of the number of shares of Common  Stock or Class B Stock  received by such
Family  Stockholder  in the  Merger  (or  shares of  Common  Stock  issued  upon
conversion of such Class B Stock),  free and clear of all the provisions of this
Agreement, and such Charitable Assignees may elect after the date of

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<PAGE>

transfer  (but  otherwise  at a time  consistent  with  the  provisions  of this
Agreement) to participate  in the  Registration  (in which case such  Charitable
Assignee shall be deemed to be a Permitted Assignee (except that such Charitable
Assignee need not agree to be bound by the provisions of the Stock  Agreement));
provided  that if any such  Charitable  Assignee  elects to  participate  in the
Registration, (i) such Charitable Assignee must then agree by instrument in form
and substance satisfactory to the Company to be bound by this Agreement and (ii)
the provisions of the preceding sentence shall apply.


The term "person" shall mean a corporation,  association,  partnership (general,
limited  or  limited  liability),   organization,  business,  limited  liability
company, individual, government or political subdivision thereof or governmental
agency.


"Prospectus"  shall mean the  prospectus  included in a  Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  Registration
Statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any portion of the  Registrable  Securities  covered by such
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
prospectus, including post-effective amendments, and all documents and materials
incorporated by reference in such prospectus.


"Registrable  Securities"  shall mean the shares of Common Stock (on an Adjusted
Basis),  listed on Exhibit A hereto and acquired by Stockholders pursuant to the
Merger  or  upon  conversion  of  shares  of  the  Class  B  Stock  acquired  by
Stockholders pursuant to the Merger.


"Registration" shall have the meaning set forth in Section 2(a).


"Registration Expenses" shall have the meaning set forth in Section 4 hereof.


"Registration Statement" shall mean a registration statement of the Company that
covers any of the  Registrable  Securities  pursuant to the  provisions  of this
Agreement,  including  the  Prospectus,   amendments  and  supplements  to  such
registration statement,

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<PAGE>

including post-effective amendments, all exhibits, and all material incorporated
by reference in such registration statement.


"Securities  Act"  shall  mean  the  Securities  Act of 1933,  or any  successor
thereto, as the same shall be amended from time to time.


"Stock Agreement" shall have the meaning set forth in the Merger
Agreement.


The term "underwritten offering" shall mean a distribution of securities
subject to registration under the Securities Act in which securities are sold to
an underwriter for reoffering to the public.


Section 2.     Registration.


     (a) Registration.  Subject  to the  consummation  of  the  Merger  and  the
effectiveness of the Registration,  each Stockholder  agrees to participate in a
registered  underwritten  secondary offering of at least 3,000,000 shares (on an
Adjusted  Basis) in the  aggregate of  Registrable  Securities  on the terms and
conditions  set forth in this  Agreement  and to sell  such  number of shares of
Common  Stock  in  such  underwritten  offering  as is set  forth  next  to each
Stockholder's  name on Exhibit A,  subject to increase or reduction as set forth
below.  The Stockholders  agree that the underwriters for the Registration  will
use their reasonable  efforts in light of market conditions to sell at least 70%
of the shares sold in such secondary  offering to  institutional  (as opposed to
retail)  investors.  The  Company  agrees  (subject  to the  performance  by the
Stockholders of their  obligations  hereunder) to use its reasonable  efforts to
file a  Registration  Statement  on a form  selected  by the Company to register
under the Securities Act for sale to the public in an underwritten  offering the
number of shares of Registrable  Securities  owned by each Stockholder set forth
next to such  Stockholder's name on Exhibit A hereto (on an Adjusted Basis) from
time to time (the "Registration") or such smaller or greater number of shares of
Registrable Securities as shall be agreed by the Company and such Stockholder in
writing,  provided that (x) the number of shares of Registrable  Securities of a
Stockholder  set forth on Exhibit A may be decreased  without the consent of the
Company by written notice to the Company reasonably

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<PAGE>

satisfactory to the Company from such Stockholder if (1) the number of shares of
Registrable  Securities of another  Stockholder set forth on Exhibit A is at the
same  time  increased  by a like  number  of  shares  or  (2)  such  shares  are
transferred  to a Permitted  Assignee  of such  Stockholder  and such  Permitted
Assignee  becomes a party hereto as a Stockholder and such shares so transferred
are set forth next to such Permitted  Assignee's  name on Exhibit A hereto,  (y)
the number of shares of  Registrable  Securities of a  Stockholder  set forth on
Exhibit A may be decreased  without the consent of the Company by written notice
to the Company  reasonably  satisfactory to the Company from such Stockholder so
long as after giving effect thereto the  Registration  covers at least 3,000,000
shares of Common  Stock (on an  Adjusted  Basis) and (z) the number of shares of
Registrable  Securities  of a Family  Stockholder  set forth in Exhibit A may be
increased  without the  consent of the Company by written  notice to the Company
from  such  Family  Stockholder  so long as  after  giving  effect  thereto  the
Registration  covers  no more  than  5,000,000  shares  of  Common  Stock (on an
Adjusted  Basis).  Should more than one Family  Stockholder seek to increase the
number of Registrable  Securities as permitted  above and as a result the number
of shares sought to be included in the Registration exceeds 5,000,000 shares (on
an Adjusted Basis),  the number of shares, if any, that Stanley H. Durwood,  the
1992 Trust and the 1989 Trust have sought to include in the  Registration  above
the number  listed on Exhibit A (on an Adjusted  Basis)  shall be reduced to the
extent  necessary to reduce the aggregate number of shares sought to be included
in the  Registration  to 5,000,000  shares (on an Adjusted  Basis),  and if such
number of shares  still  exceeds  5,000,000,  the  Company  shall  allocate  the
increased number of shares to be included in the Registration  among such Family
Stockholders (other than Stanley H. Durwood,  the 1992 Trust and the 1989 Trust)
seeking an increase  on a pro rata basis or in such other  manner as such Family
Stockholders  may agree.  In the event of any increase or decrease in the number
of Registrable  Securities of a Stockholder as set forth above, Exhibit A hereto
shall be deemed  amended to increase  or  decrease,  accordingly,  the number of
shares of Registrable  Securities set forth next to such Stockholder's name. The
Company  shall  (subject  to  the  performance  by  the  Stockholders  of  their
obligations  hereunder) use its reasonable  efforts to cause the Registration to
be declared  effective under the Securities Act as promptly as practicable on or
after the date that is six months and one day from the date of the Merger and to
keep the Registration  effective under the Securities Act for a period ending on
the date that is six months from such date  (provided that such six month period
shall be extended by the length of any  Postponement  Period (as defined below))
or such shorter  period ending when all  Registrable  Securities  covered by the
Registration have been sold (the "Effectiveness Period").

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<PAGE>

     (b) Supplements and Amendments.  The Company shall supplement and amend the
Registration Statement, prior to the Effective Date and during the Effectiveness
Period, if (i) required by the rules,  regulations or instructions applicable to
the registration form used for such Registration, (ii) otherwise required by the
Securities  Act or (iii)  reasonably  requested  by the holders of a majority in
aggregate  principal  amount  of the  Registrable  Securities  covered  by  such
Registration Statement or by any underwriter of such Registrable Securities.


     (c) Selection  of   Underwriters.   The  managing   underwriters   for  the
Registration   shall  be  selected   jointly  by  the  Company  and  the  Family
Stockholders  (other than the 1992 Trust and the 1989 Trust)  acting by majority
vote (for which purpose each such Family Stockholder shall have one vote).


     (d) Conditions to the Obligations of Company. The Company shall be entitled
to postpone (or if already filed may withdraw such Registration Statement),  for
an aggregate of up to 180 days (together  with any period  described in the last
sentence of Section 3(b) hereof,  a  "Postponement  Period"),  the filing of the
Registration  Statement  otherwise  required  to be  prepared  and  filed  by it
pursuant  hereto  if,  as a result  of the  Registration  the  Company  would be
required to prepare any  financial  statements  other than those it  customarily
prepares or the Company determines in its reasonable business judgment that such
registration   and  offering  would  interfere  with  any  material   financing,
acquisition, corporate reorganization or other material corporate transaction or
development  involving the Company and gives the Stockholders  written notice of
such determination.


Section 3.    Registration Procedures.


     (a) In connection  with  the  Company's  obligations  with  respect  to the
Registration,  the Company shall (subject to the performance by the Stockholders
of their obligations hereunder):


(i)  prepare and file with the Commission a Registration  Statement  which shall
     permit the  disposition of the Registrable  Securities,  in an underwritten
     offering, and use

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<PAGE>

     its reasonable efforts to cause such Registration  Statement to become
     effective as provided in this Agreement;  provided,  however, before filing
     the  Registration  Statement or Prospectus or any amendments or supplements
     thereto  (including   documents  that  would  be  incorporated  therein  by
     reference  after the initial  filing of the  Registration  Statement),  the
     Company  shall  afford the  Counsel  (as  defined  below) and the  managing
     underwriters,  an  opportunity  to  review  copies  of all  such  documents
     proposed to be filed;  provided,  further,  that the Company shall not file
     any  Registration  Statement or related  Prospectus  or any  amendments  or
     supplements thereto (including such documents incorporated by reference) if
     such  counsel for all such  holders,  or the  managing  underwriters  shall
     reasonably  object,  in writing,  on a timely basis (provided that any such
     objecting party and the Company use their best efforts  promptly to resolve
     such party's  objections on a basis  reasonably  satisfactory to such party
     and the Company which will permit such filing);


(ii) prepare  and  file  with the  Commission  such  amendments,  post-effective
     amendments  and  supplements  to  such   Registration   Statement  and  the
     Prospectus  included therein as may be necessary to effect and maintain the
     effectiveness  of such  Registration  Statement for the  applicable  period
     specified  herein  and  furnish  to the  Stockholders  copies  of any  such
     supplement  or  amendment  prior  to its  being  used  or  filed  with  the
     Commission;


(iii)for a reasonable period prior to the filing of such Registration Statement,
     and throughout the Effectiveness  Period,  make available for inspection by
     the Counsel and the counsel for the managing  underwriters  such  financial
     and other  information and books and records of the Company,  and cause the
     officers,  employees,  counsel and independent certified public accountants
     of the  Company  to  respond  to such  inquiries,  as shall  be  reasonably
     necessary,  in the judgment of the respective  counsel  referred to in such
     Section,  to  conduct a  reasonable  investigation  within  the  meaning of
     Section 11 of the Securities Act; provided,  however,  that each such party
     shall be  required to  maintain  in  confidence  and not to disclose to any
     other  person any  information  or  records  reasonably  designated  by the
     Company  in  writing  as being  confidential,  until  such time as (A) such
     information  becomes a matter of public  record  (whether  by virtue of its
     inclusion in such Registration Statement or otherwise),  or (B) such person
     shall be required so to disclose such information pursuant to a subpoena or
     order of any court or other governmental agency or body having jurisdiction
     over the matter (subject to the  requirements of such order, and only after
     such person  shall have given the  Company  prompt  written  notice of such
     requirement),  or (C) such  information is required to be set forth in such
     Registration Statement or the


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<PAGE>

     Prospectus included  therein  or  in  an  amendment  to  such  Registration
     Statement or an amendment or supplement to such Prospectus  in  order  that
     such Registration Statement,  Prospectus, amendment or supplement,  as  the
     case may be, does not contain an untrue  statement of a  material  fact  or
     omit to state  therein a material  fact  required  to be stated therein  or
     necessary to make the  statements  therein not misleading in light  of  the
     circumstances then existing;

(iv) notify the  Stockholders  and the  managing  underwriters  thereof  and, if
     requested by any such person, confirm such advice in writing, (A) when such
     Registration Statement or the Prospectus included therein or any Prospectus
     amendment or supplement or  post-effective  amendment has been filed,  and,
     with  respect  to  such  Registration   Statement  or  any   post-effective
     amendment,  when the same has become effective,  (B) of any comments by the
     Commission and by the blue sky or securities  commissioner  or regulator of
     any state  with  respect  thereto  or any  request  by the  Commission  for
     amendments or supplements to such  Registration  Statement or Prospectus or
     for  additional  information,  (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of such  Registration  Statement or
     the initiation or threatening of any proceedings  for that purpose,  (D) if
     at any time the representations and warranties of the Company  contemplated
     by Section  3(a)(xi)  hereof  cease to be true and correct in all  material
     respects,  (E) of the  receipt  by the  Company  of any  notification  with
     respect  to  the  suspension  of  the   qualification  of  the  Registrable
     Securities for sale in any jurisdiction or the initiation or threatening of
     any  proceeding  for such purpose,  or (F) at any time when a Prospectus is
     required to be delivered under the Securities  Act, that such  Registration
     Statement, Prospectus, Prospectus amendment or supplement or post-effective
     amendment,  or  any  document  incorporated  by  reference  in  any  of the
     foregoing,  contains  an untrue  statement  of a material  fact or omits to
     state any material fact required to be stated  therein or necessary to make
     the statements  therein not misleading in light of the  circumstances  then
     existing;


(v)  use its reasonable efforts to obtain the withdrawal of any order suspending
     the  effectiveness  of such  Registration  Statement or any  post-effective
     amendment thereto at the earliest practicable date;


(vi) if requested by the managing  underwriters  or the holders of a majority of
     the Registrable  Securities  covered by the Registration,  incorporate in a
     Prospectus  supplement or  post-effective  amendment such information as is
     required by the applicable

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<PAGE>

     rules and regulations of the Commission and as such  managing  underwriters
     or such holders specify should be included therein relating  to  the  terms
     of the sale of such Registrable Securities, including, without  limitation,
     information with respect to the principal amount of Registrable  Securities
     being sold by such holders or to any underwriters, the name and description
     of such holders or underwriter, the  offering  price  of  such  Registrable
     Securities and any discount, commission or other  compensation  payable  in
     respect  thereof,  the  purchase  price  being  paid   therefor   by   such
     underwriters and with respect to any other terms of  the  offering  of  the
     Registrable Securities to be sold by such holders or to such  underwriters;
     and make all required  filings  of  such  Prospectus  supplement  or  post-
     effective amendment after notification of the matters to be incorporated in
     such Prospectus supplement or post-effective amendment;


(vii) furnish to each Stockholder,  each  underwriter  of holders of Registrable
     Securities  participating  in the  Registration  thereof and the Counsel an
     executed  copy of such  Registration  Statement,  each  such  amendment  or
     supplement  thereto (in each case,  upon  request,  including  all exhibits
     thereto and documents  incorporated by reference  therein) and furnish each
     such  holder  and  underwriter  such  number of  copies  of the  Prospectus
     included  in  such  Registration   Statement  (including  each  preliminary
     Prospectus and any summary  Prospectus)  as such holder or underwriter  may
     reasonably  request;  the  Company  hereby  consents  to the  use  of  such
     Prospectus  (including  such  preliminary  and summary  Prospectus) and any
     amendment or  supplement  thereto by each such holder and  underwriter,  in
     each case in the form most recently  provided to such party by the Company,
     in  connection  with the  offering and sale of the  Registrable  Securities
     covered  by  the  Prospectus   (including  such   preliminary  and  summary
     Prospectus) or any supplement or amendment thereto;


(viii) use its reasonable efforts to (A)  register  or qualify  the  Registrable
     Securities to be included in such  Registration  Statement under such state
     securities  laws or blue sky laws of such  jurisdictions  as any  holder of
     such  Registrable  Securities  and  underwriter  thereof  shall  reasonably
     request, (B) keep such registrations or qualifications in effect and comply
     with  such  laws so as to  permit  the  continuance  of  offers,  sales and
     dealings therein in such jurisdictions  during the period such Registration
     Statement  is  required  to be  kept  effective  and  for so long as may be
     necessary  to  enable  any such  holder  or  underwriter  to  complete  its
     distribution  of  Securities  pursuant to such  Registration  Statement  as
     contemplated  hereby  and (C)  take  any and all  other  actions  as may be
     reasonably   necessary   or  advisable  to  enable  each  such  holder  and
     underwriter to consummate the  disposition  in such  jurisdictions  of such
     Registrable Securities; provided, however, that the Company shall

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<PAGE>

     not be  required  for  any  such  purpose  to  (I)  qualify  as  a  foreign
     corporation in any jurisdiction where it would not otherwise be required to
     qualify but for the requirements of this Section 3(a)(viii),  (II)  consent
     to general service of process  in  any  such  jurisdiction,  (III)  subject
     itself to taxation in any such jurisdiction or (IV) make any changes to the
     Company's Certificate of Incorporation or By-laws or any agreement  between
     the Company and its stockholders;


(ix) cooperate with the holders of the  Registrable  Securities and the managing
     underwriters   to  facilitate  the  timely   preparation  and  delivery  of
     certificates   representing   Registrable  Securities  to  be  sold,  which
     Registrable  Securities shall not bear any restrictive  legends; and enable
     such Registrable  Securities to be registered in such names as the managing
     underwriters  may request at least two  business  days prior to any sale of
     the Registrable Securities to the underwriters;


(x)  enter into one or more underwriting agreements,  or similar agreements,  as
     appropriate,  with  customary  provisions  applicable  to such  agreements,
     provided that any such  underwriting  agreements shall contain an agreement
     of the  underwriters to indemnify and hold harmless the Company against any
     and all  losses,  claims,  damages,  and  liabilities  caused by any untrue
     statement or alleged  untrue  statement of a material fact contained in any
     Registration Statement or Prospectus relating to the Registrable Securities
     if a copy of the  current  Prospectus,  as  amended  or  supplemented,  was
     furnished  to the  underwriters  and/or  the  holders  of such  Registrable
     Securities  by the  Company but was not  provided  to a purchaser  and such
     current  Prospectus  would have cured the defect  giving rise to such loss,
     claim,  damage  or  liability,  or shall  contain a  substantially  similar
     agreement acceptable to the Company; and


(xi) (A)  make  such  representations  and  warranties  to the  holders  of such
     Registrable  Securities and the underwriters thereof in form, substance and
     scope as are  customarily  made in  connection  with an  offering of equity
     securities  pursuant  to  a  Registration   Statement  filed  on  the  form
     applicable  to the  Registration;  (B)  obtain an opinion of counsel to the
     Company  in  customary  form  and  covering  such  matters,   of  the  type
     customarily covered by such an opinion, as the managing  underwriters,  and
     as the holders of at least a majority in aggregate  principal amount of the
     Registrable Securities covered by the Registration, may reasonably request,
     addressed  to such  holder or holders  and the  underwriters  thereof;  (C)
     obtain "comfort" letters and updates thereof from the independent

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<PAGE>

     certified  public  accountants  of  the  Company  addressed  to the selling
     holders of  Registrable  Securities  and  the  underwriters  thereof,  such
     letters  to  be  in  customary  form  and  covering  matters  of  the  type
     ustomarily covered in "comfort" letters to underwriters in connection  with
     underwritten  offerings;  (D)  deliver  such  documents  and  certificates,
     including officer's certificates, as may be  reasonably  requested  by  the
     holders of at least  a  majority  in  aggregate  principal  amount  of  the
     Registrable Securities being sold and the managing underwriters  thereof to
     evidence the accuracy of the representations and warranties  made  pursuant
     to clause (A)  above  and  the  compliance  with  or  satisfaction  of  any
     agreements or conditions contained in the underwriting  agreement  or other
     agreement entered into by the Company; and (E) undertake  such  obligations
     relating to expense reimbursement, indemnification and contribution  as are
     provided in Sections 4 and 5 hereof.


    (b) In the event that the  Company  would be  required,  pursuant to Section
3(a)(iv)(F) above, to notify the selling holders of Registrable Securities,  and
the managing underwriters thereof, the Company shall prepare and furnish to each
such  holder  and to  each  underwriter  a  reasonable  number  of  copies  of a
Prospectus   supplemented  or  amended  so  that,  as  thereafter  delivered  to
purchasers  of  Registrable  Securities,  such  Prospectus  shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing.  Each holder of Registrable Securities
agrees  that upon  receipt of any notice  from the  Company  pursuant to Section
3(a)(iv)(F) hereof,  such holder shall forthwith  discontinue the disposition of
Registrable Securities pursuant to the Registration Statement applicable to such
Registrable  Securities  until such holder  shall have  received  copies of such
amended or  supplemented  Prospectus,  and if so directed by the  Company,  such
holder shall deliver to the Company (at the Company's expense) all copies, other
than permanent file copies,  then in such holder's  possession of the Prospectus
covering such Registrable  Securities at the time of receipt of such notice.  In
the event the  Company  shall give such  notice,  the Company  shall  extend the
period during which such Registration Statement shall be maintained effective as
provided in Section 2(a) hereof by the number of days during the period from and
including  the date of the  giving of such  notice to the date when the  Company
shall make  available to each holder of  Registrable  Securities  covered by the
Registration Statement such amended or supplemented Prospectus.


    (c) The Company may require  each  holder of  Registrable  Securities  as to
which  any  registration  is being  effected  to  furnish  to the  Company  such
information  regarding  such  holder  (and,  in the case of Stanley H.  Durwood,
regarding DI, its subsidiaries

                                       12

<PAGE>

(other than the Company),  American Associated  Enterprises,  a Missouri limited
partnership  ("AAE"),  the 1989  Trust  and the 1992  Trust)  and the  method of
distribution of such Registrable Securities as the Company may from time to time
reasonably request in writing.  Each such holder agrees to notify the Company as
promptly as practicable  of any  inaccuracy or change in information  previously
furnished  by such  holder to the Company or of the  occurrence  of any event in
either case as a result of which any  Prospectus  relating to such  registration
contains or would contain an untrue  statement of a material fact regarding such
holder or the method of distribution of such Registrable  Securities or omits to
state  any  material  fact  regarding  such  holder  or the  intended  method of
distribution  of such  Registrable  Securities  required to be stated therein or
necessary  to make  the  statements  therein  not  misleading  in  light  of the
circumstances  then  existing,  and  promptly  to  furnish  to the  Company  any
additional  information  required to correct and update any previously furnished
information or required so that such Prospectus shall not contain,  with respect
to such holder or the method of distribution of such Registrable Securities,  an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing.


    (d) In connection with the Registration, the Family Stockholders (other than
the 1992 Trust and the 1989 Trust)  acting by majority  vote (for which  purpose
each such Family  Stockholder  shall have one vote)  thereby  shall  designate a
single counsel (the  "Counsel"),  which shall be reasonably  satisfactory to the
Company,  to  represent  the  collective  interests of all of the holders of the
Registrable Securities covered by the Registration Statement in the Registration
and in their dealings with the Company.


    (e) The Company may require each holder of Registrable Securities covered by
a  Registration  Statement  promptly to furnish in writing to the  Company  such
information  regarding  such  holder  (and,  in the case of Stanley H.  Durwood,
regarding DI, its subsidiaries (other than the Company), AAE, the 1989 Trust and
the 1992 Trust),  the plan of  distribution  of the  Registrable  Securities and
other information as the Company may from time to time reasonably  request or as
may be legally required in connection with such Registration.

                                       13

<PAGE>

Section 4.   Registration Expenses.


     Stanley H. Durwood, the 1989 Trust, the 1992 Trust and Delta shall bear and
pay (jointly and  severally),  promptly  upon request being made  therefor,  all
expenses  incident  to the  Company's  performance  of or  compliance  with this
Agreement whether or not the public offering contemplated by the Registration is
consummated,  including,  without  limitation,  (a) all  Commission and any NASD
registration  and  filing  fees  and  expenses,  (b) all fees  and  expenses  in
connection with the qualification of the Registrable Securities for offering and
sale  under  the  state  securities  and blue sky laws  referred  to in  Section
3(a)(viii)  hereof,  including  reasonable fees and disbursements of counsel for
the underwriters in connection with such  qualifications (in the event that such
counsel performs such functions),  (c) all expenses relating to the preparation,
printing,  distribution and reproduction of the Registration  Statement required
to be  filed  hereunder,  each  Prospectus  included  therein  or  prepared  for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
certificates  representing  the  Registrable  Securities and all other documents
relating hereto, (d) messenger and delivery  expenses,  (e) fees and expenses of
any escrow agent or custodian,  (f) fees,  disbursements and expenses of counsel
and  independent  certified  public  accountants  of the Company  (including the
expenses of any  opinions or "comfort"  letters  required by or incident to such
performance and compliance),  and fees,  expenses and disbursements of any other
persons,  including special experts,  retained by the Company in connection with
such registration  (collectively,  the "Registration Expenses").  Each holder of
the Registrable  Securities  being  registered  severally shall also pay (i) its
respective  pro rata  portion  of all  underwriting  discounts  and  commissions
attributable to the sale of such Registrable  Securities and the reasonable fees
and  disbursements  of the  Counsel  and (ii) the entire  amount of the fees and
expenses of any counsel or other  advisors or experts  retained by such  holder.
The  Company  shall  pay  all  of  its  internal  expenses  (including,  without
limitation,  all salaries and expenses of the  Company's  officers and employees
performing legal or accounting duties).


Section 5.     Indemnification.


    (a)  Indemnification by the Company. The Company shall, and it hereby agrees
to,  indemnify  and hold harmless  each holder of  Registrable  Securities to be
included in the Registration (other than Stanley H. Durwood,  the 1992 Trust and
the 1989  Trust)  from and  against  any and all  losses,  claims,  damages  and
liabilities to which such holder may

                                       14

<PAGE>

become subject,  under the Securities Act or otherwise,  insofar as such losses,
claims,  damages and  liabilities  (or actions in respect  thereof)  and related
expenses (including without limitation  reasonable attorneys' fees and expenses)
("Losses")  arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in a Registration  Statement  under which
such  Registrable  Securities were  registered  under the Securities Act, or any
preliminary,  final or summary Prospectus  contained therein or furnished by the
Company to any such holder, or any amendment or supplement thereto, or arise out
of or are  based  upon any  omission  or  alleged  omission  to state  therein a
material fact necessary to make the statements therein not misleading; provided,
however,  that (A) the Company  shall not be  obligated  to  indemnify  any such
person in any such case to the  extent  that any such  Losses  are  caused by an
untrue  statement or alleged  untrue  statement or omission or alleged  omission
made  in  such  Registration  Statement,   or  preliminary,   final  or  summary
Prospectus,  or amendment or supplement based upon written information furnished
to the  Company  by any  holder  of  Registrable  Securities  expressly  for use
therein,  (B) the  Company  shall  not be liable  to any such  holder  under the
indemnity  agreement  in this  subsection  (a) with  respect to any  preliminary
Prospectus to the extent that any such Loss of such holder results from the fact
that such person sold Registrable  Securities to a person as to whom it shall be
established  that  there  was not  sent or  given  at or  prior  to the  written
confirmation of such sale, a copy of the Prospectus or of the Prospectus as then
amended or supplemented if the Company has previously  furnished  copies thereof
in sufficient quantity to such holder or underwriter and the loss, claim, damage
or liability of such holder or underwriter  results from an untrue  statement or
omission of a material fact contained in the  preliminary  Prospectus  which was
corrected in the Prospectus or in the Prospectus as amended or supplemented  and
(C) the Company shall not be obligated to indemnify any such holder with respect
to any  sales  occurring  after  the  Company  has given  notice  under  Section
3(a)(iv)(F)  to such  holder  and the  managing  underwriters  and  prior to the
delivery by the Company of any amended or supplemented Prospectus.


    (b)  Indemnification  by the Holders.  Each  Stockholder  shall,  and hereby
agrees to,  severally and not jointly,  indemnify and hold harmless the Company,
and all other holders of Registrable Securities, against any Losses to which the
Company or such other  holders of  Registrable  Securities  may become  subject,
under the  Securities  Act or  otherwise,  to the same  extent as the  foregoing
indemnity  by  the  Company  contained  in  (a),  but  only  with  reference  to
information  relating  to such  Stockholder  furnished  to the  Company  by such
Stockholder   expressly  for  use  in  such  Registration   Statement,   or  any
preliminary,  final or summary Prospectus and, where such Stockholder is Stanley
H.  Durwood,  the 1989 Trust or the 1992 Trust,  with  reference to  information
relating to DI, its subsidiaries (other than

                                       15

<PAGE>

the  Company),  AAE,  the 1989  Trust,  the 1992 Trust and  Stanley H.  Durwood;
provided, however, that no such holder shall be required to indemnify under this
Section  5(b) for any amounts in excess of the dollar  amount of the proceeds to
be received by such holder from the sale of such holder's Registrable Securities
pursuant to such Registration.  Such information shall be deemed to have been so
furnished  for use therein by a  Stockholder  if it relates to such  Stockholder
(or, in the case of Stanley H. Durwood,  the 1989 Trust or the 1992 Trust, where
it relates to  Stanley H.  Durwood,  the 1989  Trust,  the 1992  Trust,  DI, its
subsidiaries (other than the Company) or AAE) and if such Registration Statement
was  available  for review by such  Stockholder  (or the legal  counsel for such
Stockholder) a reasonable time before being filed and not objected to in writing
by such Stockholder prior to the filing thereof.


    (c) Notices of Claims,  Etc.  Promptly after receipt by an indemnified party
under  subsection (a) or (b) above of written notice of the  commencement of any
action,  such  indemnified  party shall,  if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 5, notify such indemnifying  party in writing of
the commencement of such action;  but the omission so to notify the indemnifying
party shall relieve it from liability which it may have to any indemnified party
only to the extent the  indemnifying  party is prejudiced  thereby.  In case any
such action shall be brought against any  indemnified  party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party shall
be  entitled  to  participate  therein  and,  to the extent  that it shall wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof,  including the employment of counsel reasonably satisfactory to
such indemnified  party,  and, after notice from the indemnifying  party to such
indemnified  party of its  election  so to  assume  the  defense  thereof,  such
indemnifying  party  shall pay the fees and  disbursements  of such  counsel and
shall not be liable to such  indemnified  party for any legal  expenses of other
counsel  or any other  expenses,  in each  case  subsequently  incurred  by such
indemnified  party unless (i) the indemnifying  party and the indemnified  party
shall have  mutually  agreed to the  retention of such counsel or (ii) the named
parties to any such proceeding  (including any impleaded  parties)  include both
the  indemnifying  party and the indemnified  party and  representation  of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall not, in connection with any proceeding or related  proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified  parties.  Such firm
shall be designated in writing by the managing  underwriter if the named parties
to such proceeding include the managing underwriter and by the Family

                                       16

<PAGE>

Stockholders  (other than the 1992 Trust and the 1989 Trust)  acting by majority
vote (in which each such Family  Stockholder shall have one vote) in the case of
parties  indemnified  pursuant to paragraph  (a) above and by the Company in the
case of parties  indemnified  pursuant to paragraph (b) above.  The indemnifying
party shall not be liable for any settlement of any proceeding  effected without
its written  consent not to be unreasonably  withheld,  but if settled with such
consent or if there be a final  judgment  for the  plaintiff,  the  indemnifying
party agrees to  indemnify  the  indemnified  party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party shall,
without  the  prior  written  consent  of  the  indemnified   party  not  to  be
unreasonably  withheld,  effect any  settlement  of any  pending  or  threatened
proceeding  in  respect of which any  indemnified  party is or could have been a
party and indemnity could have been sought hereunder by such indemnified  party,
unless such settlement  includes an  unconditional  release of such  indemnified
party  from  all  liability  on  claims  that  are the  subject  matter  of such
proceeding.


    (d)  Contribution.  Each party  hereto  agrees  that,  if for any reason the
indemnification  provisions  contemplated  by Section  5(a) or Section  5(b) are
unavailable to or insufficient to hold harmless an indemnified  party in respect
of any Losses  referred  to  therein,  then each  indemnifying  party under such
paragraph,  in lieu of indemnifying  such indemnified  party  thereunder,  shall
contribute to the amount paid or payable by such  indemnified  party as a result
of such  Losses in such  proportion  as is  appropriate  to reflect not only the
relative benefits received by the indemnifying  party and the indemnified party,
but also the relative fault of the indemnifying  party and the indemnified party
in connection  with the  statements or omissions  which resulted in such losses,
claims,  damages or liabilities (or actions in respect thereof),  as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party and  indemnified  party shall be  determined  by reference to, among other
things,  whether the untrue or alleged  untrue  statement of a material  fact or
omission or alleged  omission to state a material  fact  relates to  information
supplied  by such  indemnifying  party  or by such  indemnified  party,  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.


     Notwithstanding  the  provisions  of this Section  5(d), no holder shall be
required  to  contribute  any amount in excess of the amount by which the dollar
amount of the proceeds  received by such holder from the sale of any Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  exceeds the amount of any damages which such holder has otherwise been
required to pay by reason of such untrue or alleged

                                       17

<PAGE>

untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  The holders' obligations in this Section 5(d) to
contribute shall be several in proportion to the principal amount of Registrable
Securities  registered  or  underwritten,  as the case  may be,  by them and not
joint.


    (e) The  obligations of the Company under this Section 5 shall extend,  upon
the same terms and  conditions,  to each  officer,  director and partner of each
holder and each person,  if any,  who controls any holder  within the meaning of
either Section 20 of the Exchange Act or Section 15 of the  Securities  Act; and
the obligations of the  Stockholders  contemplated by this Section 5 shall be in
addition to any liability  which the  Stockholders  may otherwise have and shall
extend, upon the same terms and conditions,  to each officer and director of the
Company  (including  any  person  who,  with  his  consent,   is  named  in  any
Registration Statement as about to become a director of the Company) and to each
person,  if any, who controls the Company  within the meaning of the  Securities
Act.


    (f) The obligations of the Company and each Stockholder under this Section 5
shall  terminate on the Termination  Date (as defined  below),  except that such
obligations shall survive in respect to any claim for indemnification made under
this   Section  5  prior  to  the   Termination   Date   until  such  claim  for
indemnification is finally resolved. As used herein "Termination Date" means the
March 31 that is two years after the March 31  occurring  immediately  after the
date on which the Effective Time (defined in the Merger Agreement) occurs.


Section 6.     Underwriting Requirements.


     Each  holder  of  Registrable  Securities  hereby  agrees  (i) to sell such
holder's Registrable Securities on a basis consistent with this Agreement and as
provided in any  underwriting  arrangements  approved  by the  persons  entitled
hereunder  to approve  such  arrangements  and (ii) to complete  and execute all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements.

                                       18

<PAGE>

Section 7.     Miscellaneous.


    (a) Specific  Performance.  The parties hereto acknowledge that there may be
no adequate  remedy at law if any party fails to perform any of its  obligations
hereunder and that each party may be irreparably harmed by any such failure, and
accordingly  agree that each party,  in addition to any other remedy to which it
may be  entitled  at law or in  equity,  shall be  entitled  to compel  specific
performance  of the  obligations  of any other  party  under this  Agreement  in
accordance with the terms and conditions of this Agreement,  in any court of the
United States or any State thereof having jurisdiction.


    (b) Notices.  All notices, requests,  claims,  demands,  waivers  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given when  delivered by hand, if delivered  personally  or by courier,  or
three days after being  deposited in the mail  (registered  or  certified  mail,
postage prepaid,  return receipt requested) as follows: if to the Company, to it
at 106 West 14th  Street,  Kansas City,  Missouri  64101,  Attention:  Corporate
Secretary,  if to Delta,  to it at 106 West 14th Street,  Kansas City,  Missouri
64101, and if to a Stockholder,  to such Stockholder at the address set forth on
the signature page hereof next to such  Stockholder's  signature,  provided that
such addresses may be changed by written  notice as provided in this  paragraph.
Information  copies of all notices given to a Stockholder (other than Stanley H.
Durwood, the 1992 Trust or the 1989 Trust) or to Delta shall be given to:


                                            Robert C. Kopple, Esq.
                                            Kopple & Klinger
                                            2029 Century Park East
                                            Suite 1040
                                            Los Angeles, CA  90067

                                            Glenn Kurlander, Esq.
                                            Schiff Hardin & Waite
                                            150 East 52nd Street
                                            Suite 2900
                                            New York, New York  10022

                                       19

<PAGE>

Information copies of all notices given
to Stanley H. Durwood, the 1992 Trust,
the 1989 Trust, or Delta should be
given to:                                  Raymond F. Beagle, Jr., Esq.
                                           Lathrop & Gage L.C.
                                           2345 Grand Boulevard, 24th Floor
                                           Kansas City, Missouri  64108-2684

Information copies of all notices given
to the Company should be given to:         Charles J. Egan, Jr., Esq.
                                           Hallmark Cards, Incorporated
                                           2501 McGee Trafficway
                                           Kansas City, MO  64141-6126

                                           The Honorable Paul E. Vardeman
                                           Polsinelli, White, Vardeman & Shalton
                                           Suite 1000, Plaza Steppes
                                           700 West 47th Street
                                           Kansas City, MO  64112-1802


    (c) Third Party  Beneficiaries:  Holders Entitled and Bound.  This agreement
shall be binding upon and inure to the benefit of the parties, their successors,
heirs,  legatees,  devisees  and  personal  and legal  representatives,  and any
transferee  that is a Permitted  Assignee.  No party may assign its rights under
this Agreement  (except to a Permitted  Assignee as provided herein) without the
consent of the other parties hereto.


    (d)  Counterparts.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.


    (e) Survival. The respective  indemnities,  agreements,  representations and
warranties and each other provision set forth in this Agreement or made pursuant
hereto shall remain in full force and effect regardless of any investigation (or
statement  as to the  results  thereof)  made by or on behalf  of any  holder of
Registrable Securities, any director, officer

                                       20

<PAGE>

or partner of such holder, any agent or underwriter or any director,  officer or
partner thereof,  or any controlling  person of any of the foregoing,  and shall
survive the transfer of Registrable Securities by such holder.


    (f) Law Governing; Consent to Jurisdiction.


     (I) This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Missouri without giving effect to the conflicts of laws
principles thereof.


     (II)  Each  party  hereto  hereby   consents  to,  and  confers   exclusive
jurisdiction upon, the courts of the State of Missouri and the Federal courts of
the United States of America located in the City of Kansas City,  Missouri,  and
appropriate  appellate  courts  therefrom,  over any action,  suit or proceeding
arising out of or relating to this Agreement.  Each party covenants that it will
not commence any action,  suit or proceeding  arising out of or relating to this
Agreement in any other jurisdiction.  Nothing in this paragraph shall affect the
rights of a party to enforce a judgment  rendered  by the courts  referred to in
the first  sentence  of this  paragraph  in any other  jurisdiction.  Each party
hereto hereby waives, and agrees not to assert, as a defense in any such action,
suit or  proceeding  that it is not  subject to such  jurisdiction  or that such
action,  suit or proceeding  may not be brought or is not  maintainable  in said
courts or that this  Agreement  may not be enforced in or by said courts or that
its  property  is exempt  or immune  from  execution,  that the suit,  action or
proceeding is brought in an  inconvenient  forum, or that the venue of the suit,
action or proceeding is improper. Service of process in any such action, suit or
proceeding may be served on any party  anywhere in the world,  whether within or
without  the State of  Missouri  by  mailing a copy  thereof  by  registered  or
certified  mail,  postage  prepaid,  to such party at its  address  provided  in
Section  7(b) of  this  Agreement,  provided  that  service  of  process  may be
accomplished in any other manner permitted by applicable law.


    (g)  Headings.   The  descriptive  headings  of  the  several  Sections  and
paragraphs  of  this  Agreement  are  inserted  for  convenience  only,  do  not
constitute a part of this  Agreement and shall not affect in any way the meaning
or interpretation of this Agreement.


                                       21

<PAGE>

    (h) Entire Agreement;  Amendments.  This Agreement, the Stock Agreement, the
Indemnification  Agreement  and the Merger  Agreement  and,  with respect to the
Family  Stockholders,  that certain Durwood Family Settlement Agreement dated as
of January 22, 1996 contain the entire understanding of the parties with respect
to the transactions  contemplated  hereby.  This Agreement  supersedes all prior
agreements  and  understandings  between the parties with respect to its subject
matter,  except that the Durwood Family Settlement Agreement shall not be deemed
to be amended by this Agreement and shall remain in full force and effect.  This
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the
Family  Stockholders  acting by  majority  vote (for which  purpose  each Family
Stockholder (other than the 1992 Trust and the 1989 Trust) shall have one vote).
Each holder of any Registrable  Securities at the time or thereafter outstanding
shall be bound by any  amendment  or waiver  effected  pursuant to this  Section
7(h), whether or not any notice, writing or marking indicating such amendment or
waiver appears on such Registrable Securities or is delivered to such holder.


    (i)  Inspection.  For so long as this  Agreement  shall be in  effect,  this
Agreement  and a complete  list of the names and addresses of all the holders of
Registrable Securities shall be made available for inspection and copying on any
business  day by any  holder of  Registrable  Securities  at the  offices of the
Company at the address thereof set forth in Section 7(b) above.


    (j)  Severability.  In the  event  that  any one or  more of the  provisions
contained in this Agreement, or the application thereof in any circumstance,  is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


    (k) Certain  Provisions  Regarding the TBD Partnership.  The TBD partnership
will not participate in any vote or determination to be made by the Stockholders
hereunder.  All  agreements  and  obligations  of Thomas A.  Durwood and the TBD
Partnership  made  herein or arising  hereunder  shall be deemed to be joint and
several  agreements  and  obligations  of each of Thomas A.  Durwood and the TBD
Partnership,  except  that the number of  Registrable  Securities  to be sold by
Thomas A. Durwood and the TBD Partnership in the

                                       22

<PAGE>

secondary  offering provided for herein shall in the aggregrate equal the number
of shares of  Registrable  Securities set forth next to Thomas A. Durwood's name
on Exhibit A hereto  (the  allocation  of such  Registrable  Securities  between
Thomas  A.  Durwood  and the TBD  Partnership  to be  determined  by  Thomas  A.
Durwood).


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

AMC ENTERTAINMENT INC.

By:  /s/Peter C. Brown
     -----------------
     Peter C. Brown
     President

DELTA PROPERTIES, INC.
By:/s/Stanley H. Durwood
   ---------------------

     Address:                    Suite 1700
                                 Power & Light Building
                                 106 West 14th Street
                                 P.O. Box 419615
                                 Kansas City, Missouri  64141-6615
/s/Stanley H. Durwood
---------------------

                                 1323 Granite Creek Drive
/s/Carol D. Journagan            Blue Springs, Missouri 64015 
---------------------


                                   3001 West 68th Street
/s/Edward D. Durwood               Shawnee Mission, KS  66208
--------------------

                                   P.O. Box 7208
/s/Thomas A. Durwood               Rancho Santa Fe, CA  92067 
--------------------


                                       23

<PAGE>






                                  187 Chestnut Hill Road
/s/Elissa D. Grodin               Wilton, CT  06897
-------------------

                                  655 N.W. Altishan Place
/s/Brian H. Durwood               Beaverton, OR  97006
-------------------

                                  666 West End Avenue
/s/Peter J. Durwood               New York, NY  10025
-------------------

                                  Suite 1700
                                  Power & Light Building
                                  106 West 14th Street
                                  P.O. Box 419615
/s/Stanley H. Durwood,            Kansas City, Missouri  64141-6615
---------------------- 
as trustee of the 1992
Trust

                                  Suite 1700
                                  Power & Light Building
                                  106 West 14th Street
                                  P.O. Box 419615
/s/Stanley H. Durwood,            Kansas City, Missouri  64141-6615
---------------------- 
as trustee of the 1989
Trust

THE THOMAS A. AND BARBARA F.      P.O. Box 7208
DURWOOD FAMILY INVESTMENT         Rancho Santa Fe, California 92067 
PARTNERSHIP

By:/s/ Thomas A. Durwood
------------------------
Thomas A. Durwood, as Trustee of the Thomas A. and Barbara F. Durwood
Family Trust, as General Partner

By: /s/Barbara F. Durwood
--------------------------
Barbara F. Durwood, as Trustee of the Thomas A. and Barbara F. Durwood
Family Trust, as General Partner





                                       24

<PAGE>


                                    Exhibit A


Stanley H. Durwood         *
1989 Trust                 *
1992 Trust                 *
                      ___________ 
                       *500,000 shares, collectively

Carol D. Journagan     416,666.67 shares
Edward D. Durwood      416,666.67 shares
Thomas A. Durwood      416,666.67 shares
Elissa D. Grodin       416,666.67 shares
Brian H. Durwood       416,666.67 shares
Peter J. Durwood       416,666.67 shares


                                       25

<PAGE>



