
<PAGE>


                          AGREEMENT OF SALE AND PURCHASE

                                       AMONG

                           AMERICAN MULTI-CINEMA, INC.,
                              a Missouri corporation
                                        and
                                  AMC REALTY, INC.,
                               a Delaware corporation
                                      ("SELLER")

                                        AND

                           ENTERTAINMENT PROPERTIES TRUST,
                      a Maryland real estate investment trust
                                    ("PURCHASER")


                             For the Sale and Purchase
                                          of

  Grand 24, Dallas, TX               Leawood Town Center 20, Kansas City, MO
  Promenade 16, Los Angeles, CA      South Barrington 30, Chicago, IL
  Ontario Mills 30, Los Angeles, CA  Mission Valley 20, San Diego, CA
  West Olive 16, St. Louis, MO       Lennox 24, Columbus, OH
  Studio 30, Houston, TX             First Colony 24, Houston, TX
  Huebner Oaks 24, San Antonio, TX   Oakview 24, Omaha, NE

                           November ___, 1997



  Michael G. O'Flaherty              E.T. Bullard
  Stinson, Mag & Fizzell, P.C.       Lathrop & Gage L.C.
  1201 Walnut                        Suite 2500
  Suite 2800                         2345 Grand Boulevard
  Kansas City, Missouri  64105       Kansas City, Missouri 64108
  Telephone:  (816) 691-3180         Telephone:  (816) 292-2000
  Telecopy:   (816) 691-3495         Telecopier:  (816) 292-2001

  Counsel to Purchaser               Counsel to Seller

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                    TABLE OF CONTENTS




ARTICLE I.

     DEFINITIONS. . . . . . . . . . . . . . . . . . . .1

ARTICLE II.

     AGREEMENTS TO SELL, PURCHASE, LEASE AND OPTION AND
     AGREEMENT REGARDING RIGHT TO PURCHASE. . . . . . 10
     2.1  Agreement to Sell and Purchase.   . . . . . 10
     2.2  Agreement to Lease. . . . . . . . . . . . . 10
     2.3  Agreement to Grant Option . . . . . . . . . 10
     2.4  Right to Purchase . . . . . . . . . . . . . 10

ARTICLE III.

     PURCHASE PRICE . . . . . . . . . . . . . . . . . 10
     3.1  Payment of Purchase Price . . . . . . . . . 10

ARTICLE IV.

     ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . 11
     4.1  Due Diligence Materials . . . . . . . . . . 11
     4.2  Due Diligence Review. . . . . . . . . . . . 12
     4.3  Investigations. . . . . . . . . . . . . . . 12
     4.4  Restoration After Investigations. . . . . . 12

ARTICLE V.

     REPRESENTATIONS, WARRANTIES, COVENANTS AND
     AGREEMENTS . . . . . . . . . . . . . . . . . . . 13
     5.1  Representations and Warranties of Seller. . 13
     5.2  Seller Indemnification. . . . . . . . . . . 17
     5.3  Covenants and Agreements of Seller. . . . . 17
     5.4  Representations and Warranties of Purchaser 19
     5.5  Survival. . . . . . . . . . . . . . . . . . 20

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ARTICLE VI.

     CONDITIONS TO OBLIGATIONS. . . . . . . . . . . . 20
     6.1  Conditions to the Purchaser's Obligations . 20
     6.2  Failure of Conditions to Purchaser's
          Obligations. . . . . . . . . . . . . . . .  22
     6.3  Conditions to the Seller's Obligations . .  22
     6.4  Failure of Conditions to Seller's
          Obligations. . . . . . . . . . . . . . . .  23

ARTICLE VII.

     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . 23
     7.1  Seller's Closing Obligations. . . . . . . . 23
     7.2  Purchaser's Closing Obligations . . . . . . 24
     7.3  Purchaser's Closing Obligations Respecting
          Grantor Option Property . . . . . . . . . . 25

ARTICLE VIII.

     EXPENSES OF CLOSING. . . . . . . . . . . . . . . 25
     8.1  Adjustments . . . . . . . . . . . . . . . . 25
     8.2  Closing Costs . . . . . . . . . . . . . . . 25
     8.3  Commissions/Broker's Fees . . . . . . . . . 26

ARTICLE IX.

     DEFAULT AND REMEDIES . . . . . . . . . . . . . . 26
     9.1  Seller's Default; Purchaser's Remedies. . . 26
          a.        Seller's Default. . . . . . . . . 26
          b.        Purchaser's Remedies. . . . . . . 27
     9.2  Purchaser's Default; Seller's Remedies. . . 27
          a.        Purchaser's Default . . . . . . . 27
          b.        Seller's Remedies . . . . . . . . 27

ARTICLE X.

     MISCELLANEOUS. . . . . . . . . . . . . . . . . . 27
     10.1 Survival. . . . . . . . . . . . . . . . . . 27
     10.2 Right of Assignment . . . . . . . . . . . . 27
     10.3 Notices . . . . . . . . . . . . . . . . . . 28
     10.4 Entire Agreement; Modifications . . . . . . 29
     10.5 Applicable Law. . . . . . . . . . . . . . . 29

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     10.6  Captions. . . . . . . . . . . . . . . . . . 29
     10.7  Binding Effect. . . . . . . . . . . . . . . 29
     10.8  Time is of the Essence. . . . . . . . . . . 29
     10.9  Waiver of Conditions. . . . . . . . . . . . 29
     10.10 Confidentiality . . . . . . . . . . . . . . 30
     10.11 Attorneys' Fees . . . . . . . . . . . . . . 30
     10.12 Remedies Cumulative . . . . . . . . . . . . 30
     10.13 Terminology . . . . . . . . . . . . . . . . 30
     10.14 Estoppel. . . . . . . . . . . . . . . . . . 30
     10.15 Joint Preparation . . . . . . . . . . . . . 30
     10.16 Counterparts. . . . . . . . . . . . . . . . 31
     10.17 Joint and Severable Liability . . . . . . . 31
     10.18 Non-Assignable Agreement. . . . . . . . . . 31
     10.19 Waiver of Jury Trial  . . . . . . . . . . . 31

                      SCHEDULE OF EXHIBITS

     A -- Property Descriptions (A-1 through A-17)
     B -- Assignment of Ground Lease
     C -- Bill of Sale
     D -- Certificate of Non-Foreign Status
     E -- Closing Certificate
     F -- Deed (F-1 through F-3)
     G -- Excluded Personal Property
     H -- Lease
     I -- Option Agreements
     J -- Personal Property
     K -- Purchase Price
     L -- Right to Purchase Agreement
     M -- Form of Surveyor's Certification
     N -- Opinions of Seller's and Purchaser's Counsel (N-1 and N-2)


                          iii

<PAGE>



                            AGREEMENT OF SALE AND PURCHASE

     THIS AGREEMENT OF SALE AND PURCHASE (the "Agreement") is made and entered 
into among AMERICAN MULTI-CINEMA, INC., a Missouri corporation, AMC REALTY, 
INC., a Delaware corporation (hereinafter sometimes individually or jointly 
referred to as "Seller" as the context requires), and ENTERTAINMENT 
PROPERTIES TRUST, a Maryland real estate investment trust (hereinafter 
referred to as "Purchaser"). Seller and Purchaser are sometimes collectively 
referred to herein as the "Parties" and each of the Parties is sometimes 
singularly referred to herein as a "Party".

     WHEREAS, Seller is the owner of the Properties (as hereinafter defined); 
and,

     WHEREAS, Seller desires to sell and Purchaser desires to purchase each 
Property, and simultaneously therewith, to enter into a lease transaction 
pursuant to which Purchaser shall, as the case may be, lease or sublease to 
Seller, and Seller shall lease or sublease from Purchaser, each such Property.

     NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), the 
mutual covenants and agreements contained herein and other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the Parties agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

     As used herein (including any Exhibits attached hereto), the following 
terms shall have the meanings indicated:

     "APPLICABLE NOTICES" shall mean any reports, notices of violation, or 
notices of compliance issued in connection with any Permits.

     "ASSIGNMENT" shall mean an assignment or assignments in substantially the 
same form as EXHIBIT B, attached hereto and made a part hereof, and 
sufficient to transfer to Purchaser all of Seller's right, title and interest 
as lessee in the Ground Leases.

     "BILL OF SALE" shall mean a bill or bills of sale in substantially the 
same form as EXHIBIT C, attached hereto and made a part hereof, and sufficient
to transfer to Purchaser all Personal Property.

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     "BUSINESS AGREEMENTS" shall mean any leases, contract rights, loan 
agreements, mortgages, easements, covenants, restrictions or other agreements 
or instruments affecting all or a portion of a Property, to the extent the 
same are assignable by Seller, but specifically excluding all of Seller's 
Operating and Service Agreements.

     "BUSINESS DAY(S)" shall mean calendar days other than Saturdays, Sundays 
and days on which banking institutions in the City of New York are authorized 
by law to close.

     "CERTIFICATE OF NON-FOREIGN STATUS" shall mean a certificate dated as of 
the Closing Date, addressed to Purchaser and duly executed by Seller, in 
substantially the same form as EXHIBIT D, attached hereto and made a part 
hereof.

     "CLAIM" shall mean any obligation, liability, lien, encumbrance, loss, 
damage, cost, expense or claim, including, without limitation, any claim for 
damage to property or injury to or death of any person or persons.

     "CLOSING" shall mean the consummation of the sale and purchase of a 
Property provided for herein, to be held at the offices of Lathrop & Gage 
L.C., 2345 Grand Boulevard, Suite 2800, Kansas City, Missouri, or such other 
place as the Parties may mutually agree.

     "CLOSING CERTIFICATE" shall mean a certificate in substantially the same 
form as EXHIBIT E, attached hereto and made a part hereof, wherein Seller and 
Purchaser, respectively, shall represent that the representations and 
warranties of Seller and Purchaser, respectively, contained in this Agreement 
are true and correct in all material respects as of the Closing Date as if 
made on and as of the Closing Date.

     "CLOSING DATE" shall mean the actual day on which the transfer to 
Purchaser of title to a Property is closed.  The Parties agree that each 
Closing Date shall be a date designated in writing by Seller to Purchaser 
which date (a) with respect to any Property on which the theatre thereon is 
open on the closing of the Registered Offering, shall not be earlier than the 
closing of the Registered Offering or later than twenty (20) days following 
the closing of the Registered Offering, or (b) with respect to any Property 
on which the theatre thereon is not open on the closing of the Registered 
Offering, shall be the earlier of actual opening date of the theatre thereon 
or the first day of the month following the Anticipated Opening Date shown in 
the final prospectus for the Offering or (c) such earlier or later date as 
shall be hereafter mutually agreed upon by the Parties.

     "DEED" shall mean a special warranty deed or deeds in substantially the 
same form as EXHIBIT F-1, F-2 OR F-3, attached hereto and made a part hereof 
(as the same may be modified to comply with local law and custom), executed 
by Seller, as grantor, in favor

                                         2

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of Purchaser, as grantee, conveying the Land and Improvements to Purchaser, 
subject only to the Permitted Exceptions.

     "DUE DILIGENCE MATERIALS" shall mean the information to be provided by 
Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.

     "EFFECTIVE DATE" shall mean the later of the two (2) dates on which this 
Agreement is signed and all changes initialed by Seller and Purchaser, as 
indicated by their signatures below; provided, that in the event only one 
Party dates its signature, then the date of its signature shall be the 
Effective Date.

     "ENGINEERING DOCUMENTS" shall mean all site plans, surveys, soil and 
substrata studies, architectural drawings, plans and specifications, 
engineering plans and studies, floor plans, landscape plans, Americans with 
Disabilities Act compliance reports, environmental reports and studies, 
professional inspection reports, construction and/or architect's reports or 
certificates, feasibility studies, appraisals, and other similar plans and 
studies in the possession or control of Seller that relate to the Real 
Property or the Personal Property, to the extent the same are assignable by 
Seller.

     "EXCEPTION DOCUMENTS" shall mean true, correct and legible copies of 
each document listed as an exception to title in the Title Commitment.

     "EXCLUDED PERSONAL PROPERTY" shall mean all those items of tangible and 
intangible personal property described on EXHIBIT G, attached hereto and made 
a part hereof.

     "FIXTURES" shall mean all equipment, machinery, fixtures, and other 
items of real and/or personal property, including all components thereof, now 
or on the Closing Date located in, on or used in connection with, and 
permanently affixed to or incorporated into, the Improvements, including, 
without limitation, all furnaces, boilers, heaters, electrical equipment, 
electronic security equipment, heating, plumbing, lighting, ventilating, 
refrigerating, incineration, air and water pollution control, waste disposal, 
air-cooling and air-conditioning systems and apparatus, sprinkler systems and 
fire and theft protection equipment, and similar systems, all of which, to 
the greatest extent permitted by law, are hereby deemed by the Parties to 
constitute real estate, together with all replacements, modifications, 
alterations and additions thereto, but specifically excluding all items 
included within the definition of Personal Property and Excluded Personal 
Property.

     "GRANTOR" means Clip Funding, Limited Partnership, a Delaware limited 
partnership.

     "GRANTOR OPTION AGREEMENT" shall mean the Grantor Option Agreement, in 
substantially the same form as Exhibit I-2, attached hereto and made a part 
hereof, which

                                        3

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shall be executed and delivered by Grantor and Purchaser at the closing of 
the Registered Offering, and pursuant to which Grantor shall grant Purchaser 
an exclusive option to acquire the Grantor Option Properties.

     "GRANTOR OPTION PROPERTIES" shall mean the real property described on 
Exhibits A-15 through A-17, attached hereto and made a part hereof, and any 
other property of Grantor more particularly set forth in the Grantor Option 
Agreement.

     "GROUND LEASES" shall mean those leases pursuant to which Seller has 
leased certain land on which it has constructed certain improvements with 
respect to the Leased Real Property.

     "HAZARDOUS MATERIALS" shall mean (a) "hazardous substances" or "toxic 
substances" as those terms are defined by the Comprehensive Environmental 
Response, Compensation, and Liability Act of 1980 ("CERCLA"), 42 U.S.C. 
Section 9601 ET SEQ., or by the Hazardous Materials Transportation Act, 49 
U.S.C. Section 1802 ET SEQ., all as now and hereafter amended; (b) "hazardous 
wastes", as that term is defined by the Resource Conservation and Recovery 
Act of 1976 ("RCRA"), 42 U.S.C. Section 6902 ET SEQ., as now and hereafter 
amended; (c) any pollutant or contaminant or hazardous, dangerous or toxic 
chemicals, materials or substances within the meaning of any other applicable 
federal, state or local law, regulation, ordinance or requirement (including 
consent decrees and administrative orders) relating to or imposing liability 
or standards of conduct concerning any hazardous, toxic or dangerous waste 
substances or materials, all as now and hereafter amended; (d) petroleum 
including crude oil or any fraction thereof; (e) any radioactive material, 
including any source, special nuclear or by-product material as defined at 42 
U.S.C. Section 2011 ET SEQ., as now and hereafter amended; (f) asbestos in 
any form or condition; and (g) polychlorinated biphenyl ("PCBs") or 
substances or compounds containing PCBs.

     "HAZARDOUS MATERIALS LAW" shall mean any local, state or federal law 
relating to environmental conditions or industrial hygiene, including, 
without limitation, RCRA, CERCLA, as amended by the Superfund Amendments and 
Reauthorization Act of 1986 ("SARA"), the Hazardous Materials Transportation 
Act, the Federal Waste Pollution Control Act, the Clean Air Act, the Clean 
Water Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and 
all similar federal, state and local environmental statutes and ordinances 
and the regulations, orders, or decrees now or hereafter promulgated 
thereunder.

     "IMPROVEMENTS" shall mean the Leased Improvements and Owned Improvements.

     "INTANGIBLE PROPERTY" shall mean all Permits, Business Agreements and 
other intangible property or any interest therein now or on the Closing Date 
owned or held by Seller in connection with the Real Property, including all 
water rights and reservations,

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rights to use the trade name applicable to the Property, as set forth on 
EXHIBITS A-1 THROUGH A-12 hereof, and zoning rights related to the Real 
Property, or any part thereof, to the extent the same are assignable by 
Seller; provided, however, "Intangible Property" shall not include the 
general corporate trademarks, trade names, except as set forth above, service 
marks, logos or insignia or the books and records of Seller, Seller's 
accounts receivable and Seller's business and operating licenses for the 
facilities on the Real Property.

     "KNOWLEDGE" shall mean actual knowledge of Seller or Purchaser, as the 
case may be, at the time the representation is made or deemed to have been 
made with no affirmative duty of inquiry or investigation.

     "LAND" shall mean the Owned Real Property and the Leased Real Property.

     "LAWS" shall mean all federal, state and local laws, moratoria, 
initiatives, referenda, ordinances, rules, regulations, standards, orders and 
other governmental requirements, including, without limitation, those 
relating to the environment, health and safety and disabled or handicapped 
persons.

     "LEASE" shall mean the Lease in substantially the same form as EXHIBIT 
H-1, attached hereto and made a part hereof, which shall be executed and 
delivered by Seller (or an affiliate of Seller) and Purchaser at the Closing, 
and pursuant to the terms of which Purchaser shall lease a Property to 
American Multi-Cinema, Inc. following the Closing.  Each such Lease will be 
guaranteed by AMC Entertainment, Inc. pursuant to a Guaranty of Lease, 
substantially in the form of Exhibit H-2, attached hereto and made a part 
hereof.

     "LEASED IMPROVEMENTS" shall mean all buildings, improvements, structures 
and Fixtures now or on the Closing Date located on the Leased Real Property, 
including, without limitation, landscaping, parking lots and structures, 
roads, drainage and all above ground and underground utility structures, 
equipment systems and other so-called "infrastructure" improvements.

     "LEASED REAL PROPERTY" shall mean the real property legally described on 
EXHIBITS A-9 through A-12, attached hereto and made a part hereof, together 
with all of Seller's rights, titles, appurtenant interests, covenants, 
licenses, privileges and benefits thereunto belonging, and Seller's right, 
title and interest in and to any easements, rights-of-way, rights of ingress 
or egress or other interests in, on or under any land, highway, street, road 
or avenue, open or proposed, in, on, across, in front of, abutting or 
adjoining such real property including, without limitation, any strips and 
gores adjacent to or lying between such real property and any adjacent real 
property.

     "LEASED INTERESTS" shall mean (a) the leasehold estates in the Leased 
Real Property as created by the Ground Leases, and all rights and interests 
created by the Ground Leases, (b) all of Seller's right, title and interest 
in the Leased Improvements as created by the Ground

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Leases, and (c) all other rights, titles, interests or estates of Seller in 
the Leased Improvements or the Leased Real Property.

     "MATERIAL" and "MATERIALLY" shall mean a condition, noncompliance, 
defect or other fact which would: (a) cost, with respect to any individual 
Property, in the aggregate, in excess of Seven Hundred Fifty Thousand Dollars 
($750,000.00) and, with respect to any single defect or fact, would cost, 
with respect to any individual Property, in excess of Two Hundred Fifty 
Thousand Dollars ($250,000.00), to correct or repair; (b) in the aggregate, 
with respect to any individual Property, result in a loss to Purchaser or a 
reduction in the value of such Property in excess of Seven Hundred Fifty 
Thousand Dollars ($750,000.00) and, with respect to any single defect or 
fact, would, with respect to any individual Property, result in a loss to 
Purchaser or a reduction in the value of such Property in excess of Two 
Hundred Fifty Thousand Dollars ($250,000.00); or (c) in the aggregate with 
respect to the Properties, in excess of One Million Five Hundred Thousand 
Dollars ($1,500,000.00).

     "OPTION AGREEMENTS" means the Seller Option Agreement and the Grantor 
Option Agreement.

     "OPTION PROPERTIES" means the Seller Option Properties and the Grantor 
Option Properties.

     "OWNED IMPROVEMENTS" shall mean all buildings, improvements, structures 
and Fixtures now or on the Closing Date located on the Owned Real Property, 
including, without limitation, landscaping, parking lots and structures, 
roads, drainage and all above ground and underground utility structures, 
equipment systems and other so-called "infrastructure" improvements.

     "OWNED REAL PROPERTY" shall mean the real property legally described on 
EXHIBITS A-1 through A-8, attached hereto and made a part hereof, together 
with all of Seller's rights, titles, appurtenant interests, covenants, 
licenses, privileges and benefits thereunto belonging, and Seller's right, 
title and interest in and to any easements, right-of-way, rights of ingress 
or egress or other interests in, on or under any land, highway, street, road 
or avenue, open or proposed, in, on, across, in front of, abutting or 
adjoining such real property including, without limitation, any strips and 
gores adjacent to or lying between such real property and any adjacent real 
property.

     "PERMITS" shall mean all permits, licenses (but excluding Seller's 
business and operating licenses), approvals, entitlements and other 
governmental, quasi-governmental and nongovernmental authorizations 
including, without limitation, certificates of use and occupancy, required in 
connection with the ownership, planning, development, construction, use, 
operation or maintenance of the Real Property, to the extent the same are 
assignable by Seller.  As used herein, "quasi-governmental" shall include the 
providers of all utility services to the Real Property.

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     "PERMITTED EXCEPTIONS" shall mean those title exceptions which have been 
approved in writing by Purchaser, or are deemed to have been approved by 
Purchaser upon the expiration of the Review Period.

     "PERSONAL PROPERTY" shall mean all Intangible Property, Warranties, and 
Engineering Documents, and all those items of tangible personal property 
described on EXHIBIT J, attached hereto and made a part hereof, other than 
the Fixtures and the Excluded Personal Property, now or on the Closing Date 
owned by Seller and located on or about the Land or Improvements or used in 
connection with the operation thereof (specifically excluding personal 
property owned by employees of Seller).

     "PROPERTIES" shall mean, collectively, the Owned Real Property, the 
Owned Improvements, the Leasehold Interests, the Fixtures, and the Personal 
Property.  A "Property" shall mean the Land, the Improvements, the Fixtures 
and the Personal Property related to a particular Exhibit A-1 through A-12 
Property.

     "PURCHASE PRICE" shall mean the approximate aggregate sum of 
$249,856,000.00, which is allocated to each individual Property as set forth 
on EXHIBIT K attached hereto and made a part hereof.  The Purchase Price with 
respect to a Property shall be calculated by Seller and shall equal the cost 
to Seller of developing and constructing such Property and shall include 
actual land and construction costs of such Property and so-called soft or 
development costs allocated to such Property.  With respect to any Property 
on which the theatre thereon is not open on the closing of the Registered 
Offering, the Purchase Price to be paid at the closing of each such Property 
shall be the amount for such Property so provided in Exhibit K; provided, 
however, that if such amount does not equal the cost to Seller of developing 
and constructing such Property, the difference between the Purchase Price 
paid at the Closing of such Property and the cost to Seller of developing and 
constructing such Property shall be paid to Seller or Purchaser, as 
applicable, on the date which is 60 days from the Closing Date of such 
Property.

     "REAL PROPERTY" shall mean the Land, the Improvements and the Fixtures.

     "REGISTERED OFFERING" shall be the public offering by Purchaser 
described in Section 5.3.j. hereof.

     "REVIEW PERIOD" shall mean a period commencing on the Effective Date and 
ending thirty (30) days from the date of Purchaser's receipt of the last of 
the Due Diligence Materials; provided, should the Effective Date be less than 
thirty (30) days prior to the Closing Date, the Review Period shall terminate 
on the date which is five (5) days prior to the Closing Date.

     "RIGHT TO PURCHASE AGREEMENT" shall mean the Right to Purchase Agreement 
in substantially the same form as EXHIBIT L, attached hereto and made a part 
hereof, which shall be executed and delivered by the Parties at the Closing, 
and pursuant to the terms of which

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Seller shall agree to a duty of first offer and grant to Purchaser a right of 
first refusal for Purchaser to acquire certain property of Seller.

     "SEARCH REPORTS" shall mean reports of searches made of the Uniform 
Commercial Code Records of the County in which each Property is located, and 
of the office of the Secretary of State of the State in which each Property 
is located and in the State in which the principal office of Seller is 
located, which searches shall reflect that no Property is encumbered by liens 
or security interests which will remain on such Property after the Closing.  
The Search Reports shall be updated, at Seller's expense, at or within 
fifteen (15) days prior to Closing.

     "SELLER OPTION AGREEMENT" shall mean the Seller Option Agreement, in 
substantially the same form as Exhibit I-1, attached hereto and made a part 
hereof, which shall be executed and delivered by Seller to Purchaser at the 
closing of the Registered Offering, and pursuant to which Seller shall grant 
Purchaser an exclusive option to acquire the Seller Option Properties.

     "SELLER OPTION PROPERTIES" shall mean the real property described on 
Exhibits A-13, A-14, A-18, A-19 and A-20 attached hereto and made a part 
hereof, and any other property of Seller more particularly set forth in the 
Seller Option Agreement.

     "SELLER'S OPERATING AND SERVICE AGREEMENTS" shall mean all management, 
service and operating agreements and contracts entered into by Seller with 
respect to a Property, including, but not limited to, agreements and 
contracts relating to maintenance and repair at a Property, refuse service 
agreements, pest control service agreements, landscaping agreements, parking 
lot maintenance agreements, and snow removal contracts.

     "SURVEY" shall mean a current "as-built" ALTA survey, certified to ALTA 
requirements, prepared by an engineer or surveyor licensed in the State in 
which the Land is located reasonably acceptable to Purchaser, which shall: 
(a) include a narrative legal description of the Land by metes and bounds 
(which shall include a reference to the recorded plat, if any), and a 
computation of the area comprising the Land in both acres and gross square 
feet (to the nearest one-thousandth of said respective measurement); (b) 
accurately show the location on the Land of all improvements (dimensions 
thereof at the ground surface level and the distance therefrom to the facing 
exterior property lines of the Land), building and set-back lines, parking 
spaces (including number of spaces), fences, evidence of abandoned fences, 
ponds, creeks, streams, rivers, officially designated 100-year flood plains 
and flood prone areas, canals, ditches, easements, roads, rights-of-way and 
encroachments; (c) accurately show the location of encroachments, if any, 
upon adjoining property, or from adjoining property, upon the Land; (d) state 
the zoning classification of the Land; (e) be certified as of the date of the 
Survey to the Seller, the Purchaser, the Title Company, and any third-party 
lender designated by Purchaser; (f) legibly identify any and all recorded 
matters shown on said Survey by appropriate volume and page recording 
references; (g) show the

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location and names of all adjoining streets and the distance to the nearest 
streets intersecting the streets that adjoin the Land; (h) be satisfactory to 
(and updated from time to time as may be required by) the Title Company so as 
to permit it to delete the standard exception for survey matters and replace 
it with an exception for the matters shown on the Survey; and (i) include a 
written Surveyor's Certification in substantially the same form as set forth 
on EXHIBIT M, attached hereto.

     "TITLE COMMITMENT" shall mean a current commitment or current 
commitments issued by the Title Company to the Purchaser pursuant to the 
terms of which the Title Company shall commit to issue the Title Policy to 
Purchaser in accordance with the provisions of this Agreement, and reflecting 
all matters which would be listed as exceptions to coverage on the Title 
Policy.

     "TITLE COMPANY" shall mean Stewart Title Guaranty Company or the 
national service office of another title insurance company licensed in each 
state in which a Property is located selected by Seller and reasonably 
satisfactory to Purchaser.

     "TITLE POLICY" shall mean an ALTA Extended Coverage Owner's Policy (or 
policies) of Title Insurance (10/17/92 Form), or comparable state promulgated 
policies, with liability in the aggregate amount of the Purchase Price, dated 
as of the Closing Date, issued by the Title Company, insuring title to the 
fee interest (or ground lease interest, as applicable) in the Real Property 
in Purchaser, subject only to the Permitted Exceptions and to the standard 
printed exceptions included in the ALTA standard form owner's extended 
coverage policy of title insurance, with the following modifications, if 
available upon commercially reasonable terms and at commercially reasonable 
costs: (a) the exception for survey matters shall be deleted and replaced by 
an exception for the matters shown on the Survey; (b) the exception for ad 
valorem taxes shall reflect only taxes for the current and subsequent years; 
(c) any exception as to parties in possession shall be limited to rights of 
Seller in possession, as lessee only, pursuant to the Lease; (d) there shall 
be no general exception for visible and apparent easements or roads and 
highways or similar items (with any exception for visible and apparent 
easements or roads and highways or similar items to be specifically 
referenced to and shown on the Survey and also identified by applicable 
recording information); and (e) the Title Policy shall include such 
endorsements as Purchaser shall reasonably require.

     "TOTAL PROPERTIES" means the Properties and the Option Properties.

     "WARRANTIES" shall mean all warranties and guaranties with respect to the 
Real Property or Personal Property, whether express or implied, which Seller 
now holds or under which Seller is the beneficiary, to the extent the same 
are assignable by Seller.

                                         9


<PAGE>



                                       ARTICLE II.

                AGREEMENTS TO SELL, PURCHASE, LEASE AND OPTION AND 
                       AGREEMENT REGARDING RIGHT TO PURCHASE

     2.1     AGREEMENT TO SELL AND PURCHASE.  On the Closing Date for a 
Property, subject to the performance by the parties of the terms and 
provisions of this Agreement, Seller shall sell, convey, assign, transfer and 
deliver to Purchaser and Purchaser shall purchase, acquire and accept from 
Seller, such Property, for the Purchase Price therefor and subject to the 
terms and conditions of this Agreement. Subject to the terms and conditions 
of this Agreement, the Parties hereby agree to consummate [each] Closing for 
the sale of the Properties as soon as practicable following the closing of 
the Registered Offering.

     2.2     AGREEMENT TO LEASE.  On the Closing Date, and subject to the 
closing by Purchaser of the transaction contemplated herein with respect to 
some or all of the Property, Purchaser shall lease or sublease to American 
Multi-Cinema, Inc. ("AMC"), as applicable, and AMC shall lease or sublease 
from Purchaser, as applicable, the Property so purchased at the rental and 
upon the terms and conditions set forth in a Lease.  On the Closing Date for 
the purchase of any Option Property, Purchaser shall lease or sublease to 
AMC, as applicable, and AMC shall lease or sublease from Purchaser, as 
applicable, the Option Property at a rental and upon the terms and conditions 
set forth in a Lease.

     2.3     AGREEMENT TO GRANT OPTION.  On the Closing Date, and subject to 
the Closing by Purchaser of the transaction contemplated herein with respect 
to some or all of the Property, Seller shall grant to Purchaser options to 
acquire the Option Properties at the purchase price and upon the terms and 
conditions set forth in the Option Agreements.

     2.4     RIGHT TO PURCHASE.  On the Closing Date, and subject to the 
Closing by Purchaser of the transaction contemplated herein with respect to 
some or all of the Property, Seller shall agree to a duty of first offer and 
grant to Purchaser a right of first refusal to acquire certain property of 
Seller, upon the terms and conditions set forth in the Right to Purchase 
Agreement.

                                   ARTICLE III.

                                  PURCHASE PRICE

     3.1     PAYMENT OF PURCHASE PRICE.  The Purchase Price for a Property 
shall be paid by Purchaser delivering to the Seller at the Closing for such 
Property Federal Reserve wire transfer funds or other immediately available 
collected funds payable to the order of the Seller in the sum equal to the 
Purchase Price for such Property, subject to adjustment as herein

                                        10

<PAGE>

provided.  On or before the Closing, the Parties shall agree on an allocation 
of the Purchase Price as between the Real Property and the Personal Property 
for each Property.

                                    ARTICLE IV.

                      ITEMS TO BE FURNISHED TO PURCHASER BY SELLER

     4.1     DUE DILIGENCE MATERIALS.  As a courtesy and without warranty or 
representation, except as expressly set forth herein, Seller previously has 
delivered or made available (at the offices of Seller or its legal counsel) 
to Purchaser for its review and/or copying, the following items respecting 
the Land and the Property:

     (a)  True, correct, complete and legible copies of all Business 
Agreements, Warranties, Permits, Applicable Notices, Engineering Documents 
and Seller's Operating and Service Agreements (solely for the purposes of 
this Section 4.1 and Section 10.19 hereof, the terms Business Agreements, 
Warranties, Permits, and Engineering Documents shall include all agreements, 
documents and instruments otherwise included within such definitions, whether 
or not the same are assignable by Seller);

     (b)  True, correct, complete and legible copies of tax statements or 
assessments for all real estate and personal property taxes assessed against 
each Property for the current and the two prior calendar years, if available;

     (c)  True, correct, complete and legible listing of all Fixtures, 
Personal Property and Excluded Personal Property, including a current 
depreciation schedule;

     (d)  True, correct, complete and legible copies of all existing fire and 
extended coverage insurance policies and any other insurance policies 
pertaining to each Property or certificates setting forth all coverages and 
deductibles with respect thereto, if any;

     (e)  True, correct, complete and legible copies of all instruments 
evidencing, governing or securing the payment of any loans secured by each 
Property or related thereto;

     (f)  True, correct, complete and legible copies of any and all 
environmental studies or impact reports relating to each Property, if any, 
and any approvals, conditions, orders or declarations issued by any 
governmental authority relating thereto (such studies and reports shall 
include, but not be limited to, reports indicating whether the Property is or 
has been contaminated by Hazardous Materials and whether the Property is in 
compliance with the Americans with Disabilities Act and Section 504 of the 
Rehabilitation Act of 1973, as applicable);

                                          11

<PAGE>

     (g)  True, correct, complete and legible copies of any and all 
litigation files with respect to any pending litigation and claim files for 
any claims made or threatened,  the outcome of which might materially affect 
each Property or the use and operation of each Property, together with 
summaries and such other more detailed information as Purchaser may 
reasonably request with respect to any other pending litigation or claim the 
outcome of which might materially affect Seller or materially affect each 
Property.

     (h)  The Title Commitment, Exception Documents, Survey and Search 
Reports.

     4.2     DUE DILIGENCE REVIEW.  Prior to the Closing Date (and in the 
event there is more than one Closing Date, prior to  the last Closing Date 
occurring pursuant to the terms hereof) (the "Review Period"), Purchaser has 
been given the right and opportunity to review the Due Diligence Materials 
delivered by Seller to Purchaser pursuant to the provisions of Section 4.1 
above.  By consummating the sale and purchase provided herein at Closing, 
Purchaser shall be deemed to have accepted and approved the Due Diligence 
Materials with respect to each Property purchased at such Closing, and the 
Property, and to have waived to the extent Seller has the responsibility for 
the same pursuant to the Lease, any such defect, deficiency or encumbrance 
disclosed in the Due Diligence Materials with respect to each Property 
purchased at such Closing, and to have accepted all exceptions to title 
referenced in the Title Commitment, and all matters shown on the Survey, with 
respect to each Property purchased at such Closing. Such accepted title 
exceptions and survey matters shall be included in the term "Permitted 
Exceptions" as used herein.

     4.3     INVESTIGATIONS. During the Review Period, Purchaser and its 
agents and designees have been given the right and opportunity to examine 
each Property for the purpose of inspecting the same and making tests, 
inquiries and examinations (collectively the "Investigations").

     4.4     RESTORATION AFTER INVESTIGATIONS.  Purchaser agrees, at its sole 
expense, to cause the Property to be restored to substantially the same 
condition it was in prior to such entry. In addition, Purchaser agrees to 
indemnify, defend and hold Seller, its successors and assigns and the current 
owner of the Land harmless for, from and against and to reimburse Seller with 
respect to all claims for bodily injury, personal injury or property damage, 
as well as any professional services lien, which may be asserted by reason of 
the activities of Purchaser or its agents or designees during the 
Investigations.  The foregoing indemnity shall survive the Closing and/or any 
termination of this Agreement and shall not operate as, or be deemed to be, an 
indemnification against any claim arising as a result of any condition or 
matter discovered as a result of the Investigations.

                                        12

<PAGE>

                                     ARTICLE V.

                REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

     5.1    REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Purchaser 
to enter into this Agreement and to purchase the Property, Seller represents 
and warrants to Purchaser as follows:

     (a)  Seller has and at each Closing will have, and will convey, transfer 
and assign to Purchaser, good, indefeasible and insurable right and title to 
the Land and its interest, as lessee, in the Ground Leases, free and clear of 
any deeds of trust, mortgages, liens, encumbrances, leases, tenancies, 
licenses, chattel mortgages, conditional sales agreements, security 
interests, covenants, conditions, restrictions, judgments, rights-of-way, 
easements, encroachments, claims and any other matters affecting title or use 
of the Property, except the Permitted Exceptions.

     (b)  Seller has duly and validly authorized and executed this Agreement, 
and has full right, title, power and authority to enter into this Agreement 
and to consummate the transactions provided for herein, and the joinder of no 
person or entity will be necessary to convey each Property fully and  
completely to Purchaser at the Closing of such Property and to lease or 
sublease such Property from Purchaser following such Closing. Sellers are 
corporations duly organized, validly existing and in good standing under the 
laws of the States of Missouri and Delaware, respectively, and are qualified 
to do business in each state in which any of the Property owned or leased by 
such Seller is located. The consummation of the transactions contemplated 
herein does not require the approval of Seller's shareholders or any third 
party, except such third party approvals as Seller has obtained or will 
obtain prior to each Closing Date.  The execution by Seller of this Agreement 
and the consummation by Seller of the transactions contemplated hereby do 
not, and at the Closing will not, result in a breach of any of the terms or 
provisions of, or constitute a default or a condition which upon notice or 
lapse of time or both would ripen into a default under, Seller's Bylaws or 
Certificate of Incorporation, any indenture, agreement, instrument or 
obligation to which Seller is a party or by which any Property or any portion 
thereof is bound; and does not constitute a violation of any Laws, order, 
rule or regulation applicable to Seller or any portion of a Property of any 
court or of any federal, state or municipal regulatory body or administrative 
agency or other governmental body having jurisdiction over Seller or any 
portion  of a Property.

     (c)  There are no adverse parties in possession of a Property or of any 
part thereof.  Seller has not granted to any party any license, lease or 
other right relating to the use or possession of a Property, except as set 
forth in the Permitted Exceptions or provided to Purchaser in the Due 
Diligence Materials.

                                      13

<PAGE>

     (d)  Except as provided to Purchaser in the Due Diligence Materials, no 
written notice has been received from any insurance company that has issued 
a policy with respect to any portion of a Property or from any board of fire 
underwriters (or other body exercising similar functions), claiming any 
defects or deficiencies or requiring the performance of any repairs, 
replacements, alterations or other work and as of the Closing no such written 
notice will have been received which shall not have been cured. No written 
notice has been received by Seller from any issuing insurance company that 
any of such policies will not be renewed, or will be renewed only at a 
higher premium rate than is presently payable therefor.

     (e)  No pending condemnation, eminent domain, assessment or similar 
proceeding or charge affecting any Property or any portion thereof exists.  
Seller has not heretofore received any written notice, and has no actual 
knowledge,that any such proceeding or charge is contemplated.

    (f)  All Improvements (including all utilities) have been, or as of the 
Closing will be, substantially completed and installed in accordance with 
the plans and specifications approved by the governmental authorities having 
jurisdiction to the extent applicable and are transferable to Purchaser 
without additional cost. Permanent certificates of occupancy, all licenses, 
permits, authorizations and approvals required by all governmental 
authorities having jurisdiction, and the requisite certificates of the local 
board of fire underwriters (or other body exercising similar functions) have 
been, or as of the Closing will be, issued for the Improvements, and, as of 
the Closing, where required, all of the same will be in full force and 
effect; provided, however, that temporary or partial certificates of 
occupancy may be provided in the event that under laws or regulations 
applicable to a particular Property, a permanent certificate of occupancy is 
not available because of the status of construction or subleasing of a 
portion of the Property.  The Improvements, as designed and constructed, 
substantially comply or will substantially comply with all statutes, 
restrictions, regulations and ordinances applicable thereto, including but 
not limited to the Americans with Disabilities Act and Section 504 of the 
Rehabilitation Act of 1973, as applicable.

     (g)  The existing water, sewer, gas and electricity lines, storm sewer 
and other utility systems on the Land are reasonably adequate to serve the 
current and contemplated utility needs of each Property.  All utilities 
required for the operation of the Improvements enter the Land through 
adjoining public streets or through adjoining private land in accordance with 
valid public or private easements that will inure to the benefit of 
Purchaser.  All approvals, licenses and permits required for said utilities 
have been obtained and are in full force and effect.  All of said utilities 
are installed and operating and all installation and connection charges have 
been paid in full.

     (h)  The location, construction, occupancy, operation and use of each 
Property (including the Improvements) do not violate any applicable law, 
statute, ordinance, rule, regulation, order or determination of any 
governmental authority or any board of fire

                                          14

<PAGE>

underwriters (or other body exercising similar functions), or any restrictive 
covenant or deed restriction (recorded or otherwise) affecting the Property 
or the location, construction, occupancy, operation or use thereof, 
including, without limitation, all applicable zoning ordinances and building 
codes, flood disaster laws and health and environmental laws and regulations, 
the Americans with Disabilities Act and Section 504 of the Rehabilitation Act 
of 1973, as applicable.

     (i)  There are not any structural defects in any of the buildings or 
other Improvements constituting each Property. The Improvements, all heating, 
electrical, plumbing and drainage at, or servicing, each Property and all 
facilities and equipment relating thereto are and, as of the Closing, will be 
in good condition and working order and adequate in quantity and quality for 
the normal operation of the Property.  No part of any Property has been 
destroyed or damaged by fire or other casualty.  To Seller's knowledge, there 
are no unsatisfied written requests for repairs, restorations or alterations 
with regard to the Property from any person, entity or authority, including 
but not limited to any lender, insurance provider or governmental authority.

     (j)  Except as may be set forth in any of the Due Diligence Materials, 
no work has been performed or is in progress at any Property, and no 
materials will have been delivered to the Property that might provide the 
basis for a mechanic's, materialmen's or other lien against the Property or 
any portion thereof, or amounts due for such work and material shall have 
paid or discharged to Purchaser's satisfaction as of Closing.

     (k)  There exist no service contracts, management or other agreements 
applicable to any Property, to which Seller is a party or otherwise known to 
Seller, other than Seller's Operating and Service Agreements and those 
agreements furnished to Purchaser pursuant to Section 4.1.

     (l)  Seller is not in default in any manner which would result in a 
material adverse effect on Seller or the Property under any of the Ground 
Leases, Business Agreements, or Seller's Operating and Service Agreements or 
any of the covenants, conditions, restrictions, rights-of-way or easements 
affecting the Property or any portion thereof, and, to Seller's knowledge no 
other party to any of the foregoing is in material default thereunder.

     (m)  There are no actions, suits or proceedings pending or, to Seller's 
knowledge, threatened against or affecting any Property or any portion 
thereof, or relating to or arising out of the ownership or operation of the 
Property, or by any federal, state, county or municipal department, 
commission, board, bureau or agency or other governmental instrumentality, 
other than those disclosed to Purchaser pursuant to Section 4.1. All judicial 
proceedings concerning any Property will be finally dismissed and terminated  
prior to Closing, excluding lawsuits in which Seller is involved in its 
ordinary course of business. Seller hereby covenants and agrees to indemnify 
and hold Purchaser harmless from and against any and all

                                       15

<PAGE>

Claims (including  reasonable attorneys' fees) arising out of or relating to  
any lawsuits or other proceedings in which Seller is involved which lawsuits 
involve or relate to the Property.

     (n)  Each Property has free and unimpeded access to presently existing 
public highways and/or roads (either directly or by way of perpetual 
easements); and, to Seller's knowledge,all approvals necessary therefor have 
been obtained.  No fact or condition exists which would result in the 
termination of the current access from the Property to any presently existing 
public highways and/or roads adjoining or situated on the Property.

     (o)  There are no attachments, executions, assignments for the benefit 
of creditors, or voluntary or involuntary  proceedings in bankruptcy or under 
any other debtor relief laws contemplated by or, to Seller's knowledge, 
pending or threatened against Seller or any Property.

     (p)  Except as may be set forth in any of the Due Diligence Materials, 
no Hazardous Materials have been installed, used, generated, manufactured, 
treated, handled, refined, produced, processed, stored or disposed of, or 
otherwise present in, on or under any Property by Seller or to Seller's 
knowledge by any third party.  No activity has been undertaken on any 
Property by Seller or, to Seller's knowledge, by any third party which would 
cause (i) any Property to become a hazardous waste treatment, storage or 
disposal facility within the meaning of, or otherwise bring any Property 
within the ambit of RCRA or any Hazardous Materials Law, (ii) a release or 
threatened release of Hazardous Materials from any Property within the 
meaning of, or otherwise bring any Property within the ambit of, CERCLA or 
SARA or any Hazardous Materials Law or (iii) the discharge of Hazardous 
Materials into any watercourse, body of surface or subsurface water or 
wetland, or the discharge into the atmosphere of any Hazardous Materials 
which would require a permit under any Hazardous Materials Law.  No activity 
has been undertaken with respect to any Property by Seller or, to Seller's 
knowledge, any third party which would cause a violation or support a claim 
under RCRA, CERCLA, SARA or any other Hazardous Materials Law. No 
investigation, administrative order, litigation or settlement with respect to 
any Hazardous Materials is in existence with respect to any Property, nor, to 
Seller's knowledge, is any of the foregoing threatened. No written notice has 
been received by Seller from any entity, governmental body or individual 
claiming any violation of any Hazardous Materials Law, or requiring 
compliance with any Hazardous Materials Law, or demanding payment or 
contribution for environmental damage or injury to natural resources. Seller 
has not obtained and, to Seller's knowledge, is not required to obtain, and 
Seller has no knowledge of any reason Purchaser will be required to obtain, 
any permits, licenses, or similar authorizations to occupy, operate or use 
the Improvements or any part of any Property by reason of any Hazardous 
Materials Law. Notwithstanding the representations made herein, such 
representations are and shall be deemed to be limited by the matters detailed 
in any Phase I Preliminary Site Assessment or other Due Diligence Materials 
obtained by or provided to Purchaser in connection herewith.

                                    16

<PAGE>

      (q)  Each Property includes all items of property, tangible and 
intangible, currently used by Seller in connection with the operation of the 
Property, other than the Excluded Personal Property, Seller's Operating and 
Service Agreements, and property expressly excluded from the definition of 
the Property, and the exclusion of such items from the property to be 
conveyed to Purchaser will not have any materials adverse affect upon 
Purchaser's ownership of the Property following the Closing.

     (r)  Seller has not knowingly failed to disclose anything of a material 
nature with respect to the Due Diligence Materials.

     5.2     SELLER INDEMNIFICATION.  Seller hereby agrees to indemnify and 
defend, at its sole cost and expense, and hold Purchaser, its successors and 
assigns, harmless from and against and to reimburse Purchaser with respect to 
any and all claims, demands, actions, causes of action, losses, damages, 
liabilities, costs and expenses (including, without limitation, reasonable 
attorney's fees and court costs) actually incurred of any and every kind or 
character, known or unknown, fixed or contingent, asserted against or 
incurred by Purchaser at any time and from time to time by reason of or 
arising out of (a) the breach of any representation or warranty of Seller set 
forth in Section 5.1 or any breach by Seller of any of its covenants and 
agreements set forth in this Agreement; (b) the failure of Seller, in whole 
or in part, to perform any obligation required to be performed by Seller 
pursuant to Section 5.1.; or (c) the ownership, construction, occupancy, 
operation, use and maintenance by Seller or its agents of the Property prior 
to the Closing Date.  This indemnity applies, without limitation, to the 
violation on or before the Closing Date of any Hazardous Materials Law in 
effect on or before the Closing Date and any and all matters arising out of 
any act, omission, event or circumstance existing or occurring on or prior to 
the Closing Date (including, without limitation, the presence on the Property 
or release from the Property of Hazardous Materials disposed of or otherwise 
released prior to the Closing Date), regardless of whether the act, omission, 
event or circumstance constituted a violation of any Hazardous Materials Law 
at the time of its existence or occurrence. Subject to the provisions of 
Section 5.5 hereof, the provisions of this Section shall survive the Closing 
of the transaction contemplated by Section 2.1 of this Agreement and shall 
continue thereafter in full force and effect for the benefit of Purchaser, 
its successors and assigns.  Notwithstanding any provision of this Agreement 
to the  contrary, Purchaser may exercise any right or remedy Purchaser may 
have at law or in equity should Seller fail to meet, comply with or perform 
its indemnity obligations required by this Section 5.2. In the event a 
defect, claim or deficiency is discovered by Purchaser prior to Closing or 
isnoticed in writing by Seller to Purchaser prior to Closing, Purchaser shall 
either terminate the Agreement as provided herein or waive the defect, claim 
or deficiency and proceed to Closing.

     5.3     COVENANTS AND AGREEMENTS OF SELLER.  Seller covenants and agrees 
with Purchaser, from the Effective Date until the Closing with respect to a 
Property or earlier termination of this Agreement:

                                      17

<PAGE>

     (a)  Seller shall:  (i) operate the Property in the ordinary course of 
Seller's business and in substantially the same manner as currently 
operated; and (ii) fully maintain and repair the Improvements, the Fixtures, 
and the Personal Property in good condition and repair.

     (b)  Seller shall cause to be maintained in full force and effect fire 
and extended coverage insurance upon the Property and public liability 
insurance with respect to damage or injury to persons or property occurring 
on or relating tooperation of the Property in commercially reasonable amounts 
(which for purposes hereof shall be deemed to be the amounts and coverages in 
effect on the date hereof).

     (c)  Seller shall pay when due all bills and expenses of the Property.  
Seller shall not enter into or assume anynew Business Agreements with regard 
to the Property which are in addition to or different from those furnished 
and disclosed to Purchaser and reviewed and approved pursuant to Section 4.1, 
except in the ordinary course of business.

     (d)  Seller shall not create or permit to be created any liens, 
easements or other conditions affecting any portion of the Property or the 
uses thereof, except in the ordinary course of business, without the prior 
written consent of Purchaser.  No such lien, easement or other condition 
affecting the Property which Seller creates or permits to  be created shall 
be or constitute a Permitted Exception until (i) such lien, easement or other 
condition affecting the Property has been disclosed to Purchaser in writing 
prior to Closing, (ii) a true and correct copy of all documents or 
instruments creating, evidencing, affecting or relatingto such lien, easement 
or other condition affecting the Property has been provided to Purchaser 
prior to Closing, and (iii) Purchaser has determined to proceed with Closing 
and accept such lien, easement or other condition affecting the Property as a 
Permitted Exception, which determination shall be conclusively presumed by 
Purchaser's election to proceed with Closing following Seller's compliance 
with the requirements of (i) and (ii) of this paragraph.

     (e)  Seller will pay, as and when due, all interest and principal and 
all other charges payable under any indebtedness of Seller secured by the 
Property from the date hereof until Closing, and will not suffer or permit 
any default or, except in the ordinary course of business, amend or modify 
the documents evidencing or securing any such indebtedness without the prior 
consent of Purchaser.

     (f)  Seller will give to Purchaser, its attorneys, accountants and other 
representatives, during normal business hours and as often as may be 
reasonably requested, access to all books, records and files relating to the 
Property so long as the same does not unreasonably interfere with Seller's 
business operations.

     (g)  Seller shall not remove any Personal Property or Fixtures from the 
Land or Improvements without replacing same with substantially similar items 
of equal or

                                       18

<PAGE>

greater value and repairing the damage, if any, to the Property as a result 
of such removal, except in the ordinary course of business.

     (h)  During the pendency of this Agreement, Seller, its corporate 
officers, directors, and agents shall not negotiate the sale or other 
disposition of the Property with any person or entity other than Purchaser, 
and shall not take any steps to initiate, consummate or document the sale or 
other disposition of the Property, or any portion thereof, to any person or 
entity other than Purchaser.

     (i)  Prior to the Closing Date, Seller agrees to notify Purchaser in 
writing within three (3) Business Days of any offer received by, delivered to 
or communicated to Seller for  the purchase, sale, acquisition or other 
disposition of the Property.

     (j)  Seller shall provide representations, warranties and consents as 
may be reasonably required in connection  with any public offering of stock 
(the "Registered  Offering") or debt obligations by Purchaser, including, and 
similar in kind but not limited to, inclusion of financial statements, 
summary financial information and other required information concerning 
Seller, or Seller as lessee under the Lease, in any Securities and Exchange 
Commission filings.  Seller shall cooperate in the preparation by Purchaser 
of a Form S-11 under the Securities Act of 1933, as amended, to be filed with 
the Securities and Exchange Commission in connection with the Registered 
Offering.

     5.4     REPRESENTATIONS AND WARRANTIES OF PURCHASER.  To induce Seller 
to enter into this Agreement and to sell the Property, Purchaser represents 
and warrants to Seller as follows:

     (a)  Purchaser has duly and validly authorized and executed this 
Agreement, and has full right, title, power and authority to enter into this 
Agreement and to consummate the transactions provided for herein, and the 
joinder of no person or entity will be necessary to purchase the Property 
from Seller at Closing, and to lease or sublease the Property to Seller 
following Closing.  Purchaser is a real estate investment trust duly 
organized, validly existing and in good standing under the laws of the State 
of Maryland and is qualified to do business in each state in which any of the 
Property is located. The consummation of the transactions contemplated herein 
or in the Lease does not require the  approval of Purchaser's shareholders or 
any third party, except such third party approvals as Purchaser has obtained 
or will obtain prior to the Closing Date.

     (b)  The execution by Purchaser of this Agreement and the consummation 
by Purchaser of the transactions contemplated hereby do not, and at the 
Closing will not, result in a breach of any of the terms or provisions of, or 
constitute  a default or a condition which upon notice or lapse of time or 
both would ripen into a default under, any indenture, agreement, instrument 
or obligation to which Purchaser is a party; and does not, and at the Closing 
will not, constitute a violation of any Laws, order, rule or regulation 
applicable to

                                          19

<PAGE>

Purchaser of any court or of any federal, state or municipal 
regulatory body or administrative agency or other governmental body having 
jurisdiction over Purchaser.

     (c)  There are no actions, suits or proceedings pending, or to the 
actual knowledge of Purchaser, threatened, before or by any judicial body or 
any governmental authority, against Purchaser which would affect in any 
material respect Purchaser's ability to proceed with the transaction 
contemplated by this Agreement and the Lease.

     (d)  Purchaser is sophisticated and experienced in the purchase of real 
property and that in proceeding with the acquisition of the Properties, 
Purchaser will be relying on its Investigations and examinations of each 
Property and not on any  representation or warranty of Seller not expressly 
set forth in this Agreement.

     5.5     SURVIVAL.  Each of the representations, warranties and covenants 
contained in this Article V is intended for the benefit of Seller or 
Purchaser, as the case may be, and any underwriter of the Registered 
Offering.  Each of said representations, warranties and covenants shall 
survive the Closing for a period of one (1) year, at which time they shall 
expire unless prior to such time the party receiving such representations, 
warranties and covenants has filed a legal action alleging a breach of one or 
more of the representations, warranties or covenants.  No investigation, 
audit, inspection, review or the like conducted by or on behalf of the party 
receiving such representations, warranties or covenants shall be deemed to 
terminate the effect of any such representations, warranties and covenants, 
it being understood that such party has the right to rely thereon and that 
each such representation, warranty and covenant constitutes a material 
inducement to execute this Agreement and to close the transaction 
contemplated hereby.

                                    ARTICLE VI.

                            CONDITIONS TO OBLIGATIONS

     6.1     CONDITIONS TO THE PURCHASER'S OBLIGATIONS.  The obligations of 
Purchaser to purchase a Property from Seller and to consummate the 
transactions contemplated by this Agreement are subject to the satisfaction, 
at all times prior to and as of the Closing with respect to such Property (or 
such other time period specified below), of each of the following conditions:

     (a)  All of the representations and warranties of Seller set forth in 
this Agreement shall be true at all times prior to, at and as of, the Closing 
in all material respects and Seller shall deliver a Closing Certificate in 
substantially the same form attached hereto as EXHIBIT E updating such 
representations and warranties.

                                        20

<PAGE>

     (b)  Seller shall have delivered, performed, observed and complied with, 
all of the items, instruments, documents, covenants, agreements and 
conditions required by this Agreement to be delivered, performed, observed 
and complied with by it prior to, or as of, the Closing.

     (c)  Seller shall not be in receivership or dissolution or have made any 
assignment for the benefit of creditors, or admitted in writing its inability 
to pay its debts as they mature, or have been adjudicated a bankrupt, or have 
filed a petition in voluntary bankruptcy, a petition or answer seeking 
reorganization or an arrangement with creditors under the federal bankruptcy 
law or any other similar law or statute of the United States or any state and 
no such petition shall have been filed against it.

     (d)  No material or substantial adverse change shall have occurred with 
respect to the condition, financial or otherwise, of the Seller or the 
Property.

     (e)  Neither the Property nor any part thereof or interest therein shall 
have been taken by execution or other process of law in any action prior to 
Closing, nor shall any action or proceeding seeking any such taking be 
pending.

     (f)  During the Review Period, Purchaser shall have satisfactorily 
completed its Investigations of the Property with respect to the physical 
condition thereof by agents or contractors selected by Purchaser.

     (g)  During the Review Period, Purchaser shall have received, in form 
acceptable to Purchaser, evidence of compliance by the Property with all 
building codes, zoning ordinances and other governmental entitlements as 
necessary for the operation of the Property for the current and intended use, 
including, without limitation, certificates of occupancy (or evidence of the 
existence thereof) and such other permits, licenses, approvals, agreements 
and authorizations as are required for the operation of the Property for the 
current and intended use.

     (h)  During the Review Period, all necessary approvals,  consents and 
the like of third parties to the validity and effectiveness of the 
transactions contemplated hereby have  been obtained.

     (i)  During the Review Period, Purchaser has reviewed and satisfied 
itself with respect to the Due Diligence Materials.

     (j)  No material portion of the Property shall have been destroyed by 
fire or casualty.

     (k)  No condemnation, eminent domain or similar proceedings shall have 
been commenced or threatened in writing with respect to any material portion 
of the Property.

                                          21

<PAGE>

     (l)  Purchaser shall have been successful in causing the formation of a 
real estate investment trust whose interests have been sold to the public 
pursuant to the Registered Offering and in connection therewith shall have 
raised capital in an amount not less than $_____________________.

     (m)  Purchaser shall have entered into option agreements, acceptable in 
form and substance to Purchaser, for the purchase of the Grantor Option 
Properties, such agreements to provide for the closing of the purchase of the 
Grantor Option Property as set forth therein.

     With respect to the conditions precedent set forth in paragraphs (a), 
(b), (d), (e), (f), (g), (h), (i), (j), (k) and (m) of this Section 6.1, 
Purchaser shall have the right to determine whether each of said conditions 
has been satisfied separately with respect to each individual Property or 
Grantor Option Property, and if Purchaser shall determine that any of said 
conditions have not been satisfied with respect to any one or more individual 
Property or Grantor Option Property, Purchaser shall have the right, 
notwithstanding the provisions of Section 6.2 hereof (subject, however, to 
the provisions of Section 6.3(e) hereof), to terminate this Agreement with 
respect to any one or more individual Property as to which any of such 
conditions has not been satisfied, and to proceed with the Closing with 
respect to the remaining Property.

     6.2     FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS. In the event 
any one or more of the conditions to Purchaser's obligations are not 
satisfied or waived in whole or in part at any time prior to or as of the 
Closing of a Property, Purchaser, at Purchaser's option, shall be entitled 
to: (a) terminate this Agreement by giving written notice thereof to Seller, 
whereupon all moneys, if any, which have been delivered by Purchaser to 
Seller or the Title Company shall be immediately refunded to Purchaser and 
Purchaser shall have no further obligations or liabilities hereunder; or (b) 
proceed to Closing hereunder.

     6.3     CONDITIONS TO THE SELLER'S OBLIGATIONS.  The obligations of 
Seller to sell a Property to Purchaser and to consummate the transactions 
contemplated by this Agreement are subject to the satisfaction, at all times 
prior to and as  of the Closing with respect to such Property (or such other 
time period specified below), of each of the following conditions:

     (a)  All of the representations and warranties of Purchaser set forth in 
this Agreement shall be true at all times prior to, at and as of, the Closing 
in all material respects and Purchaser shall deliver a Closing Certificate in 
substantially the same form attached hereto as EXHIBIT E updating such 
representations and warranties.

     (b)  Purchaser shall have delivered, performed, observed and complied 
with, all of the items, instruments, documents, covenants, agreements and 
conditions required by this Agreement to be delivered, performed, observed 
and complied with by it prior to, or as of, the Closing.

                                           22

<PAGE>

     (c)  Purchaser shall not be in receivership or dissolution or have made 
any assignment for the benefit of creditors, or admitted in writing its 
inability to pay its debts as they mature, or have been adjudicated a 
bankrupt, or have filed a petition in voluntary bankruptcy, a petition or 
answer seeking reorganization or an arrangement with creditors under the 
federal bankruptcy law or any other similar law or statute of the United 
States or any state and no such petition shall have been filed against it.

     (d)  Purchaser shall have been successful in causing the formation of a 
real estate investment trust whose interests have been sold to the public 
pursuant to the Registered Offering and in connection therewith shall have 
raised capital in an amount not less than $______________________.

     (e)  Purchaser has not elected to terminate this Agreement with respect 
to any Properties with an aggregate Purchase Price in excess of 
$__________________.

     (f)  Purchaser has entered into a Lease with respect to each Property 
being purchased by Purchaser effective upon and following the Closing of such 
Property.

     6.4     FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS.  In the event any 
one or more of the conditions to Seller's obligations are not satisfied or 
waived in whole or in part at any time prior to or as of the Closing, Seller, 
at Seller's option, shall be entitled to: (a) terminate this Agreement by 
giving written notice thereof to Purchaser, whereupon all moneys, if any, 
which have been delivered by Seller to Purchaser or the Title Company shall 
be immediately refunded to Seller and Seller shall have no further 
obligations or liabilities hereunder; or (b) proceed to Closing hereunder.

                                   ARTICLE VII.

                     PROVISIONS WITH RESPECT TO THE CLOSING

     7.1     SELLER'S CLOSING OBLIGATIONS.  At the Closing with respect to a 
Property, Seller shall furnish and deliver to the Purchaser, at Seller's 
expense, the following:

     (a)  The Deed, Title Policy (or the Title Commitment marked-up and 
initialed by the Title Company), Assignment, Bill of Sale, Certificate of 
Non-Foreign Status, Closing Certificate, Right to Purchase Agreement, Lease, 
and Seller Option Agreement, each duly executed and acknowledged by Seller 
and, as appropriate, in recordable form acceptable in the state and county in 
which each Property is located.

                                       23

<PAGE>

     (b)  Certificates of casualty and fire insurance for the Property and 
satisfactory evidence of all other insurance coverages as required pursuant 
to the Lease showing Purchaser as additional insured and loss payee 
thereunder, as required by the Lease, with appropriate provisions  for prior 
notice to Purchaser in the event of cancellation or termination of such 
policies and otherwise in form and substance as required by the Lease.

     (c)  Search Reports, dated not more than fifteen (15) days prior to 
Closing, evidencing no UCC-1 Financing Statements or other filings in the 
name of Seller with respect to the Property which will remain on the Property 
after the Closing or an indemnification in form reasonably acceptable to 
Seller and Purchaser with respect to any such UCC-1 Financing Statements or 
other filings.

     (d)  Such affidavits or letters of indemnity as the Title Company shall 
reasonably require in order to omit from the Title Policy all exceptions for 
unfiled mechanic's, materialman's or similar liens and rights of parties in 
possession (other than Seller under the Lease and other tenants under leases 
disclosed in the Due Diligence Materials).

     (e)  Any and all transfer declarations or disclosure documents, duly 
executed by the appropriate parties, required in connection with the Deed by 
any state, county or municipal agency having jurisdiction over the Property 
or  the transactions contemplated hereby.

     (f)  An opinion of Seller's counsel, dated as of the Closing  Date, in 
the form of EXHIBIT N-1, attached hereto.

     (g)  Such instruments or documents as are necessary, or reasonably 
required by Purchaser or the Title Company, to evidence the status and 
capacity of Seller and the authority of the person or persons who are 
executing the various documents on behalf of Seller in connection with the 
purchase and sale transaction contemplated hereby.

     (h)  Such other documents as are reasonably required by Purchaser to 
carry out the terms and provisions of this Agreement.

     (i)  All necessary approvals, consents, certificates and the like of 
third parties to the validity and effectiveness of the transactions 
contemplated hereby.

     7.2     PURCHASER'S CLOSING OBLIGATIONS.  At the Closing with respect to 
a Property, Purchaser shall furnish and deliver to Seller, at Purchaser's 
expense, the following:

     (a)  Federal Reserve, wire transfer funds or other immediately available 
collected funds payable to the order of Seller representing the cash portion 
of the Purchase Price due in accordance with Section 3.1 herein.

                                       24

<PAGE>

     (b)  The Closing Certificate, Right to Purchase Agreement,  Lease, 
Assignment and Seller Option Agreement duly executed and acknowledged by 
Purchaser.

     (c)  Such instruments or documents as are necessary,  or reasonably 
required by Seller or the Title Company, to evidence the status and capacity 
of Purchaser and the authority of the person or persons who are executing the 
various documents on behalf of Purchaser in connection with the purchase and 
sale transaction contemplated hereby.

     (d)  An opinion of Purchaser's counsel, dated as of the Closing Date, in 
the form of EXHIBIT N-2, attached hereto.

     (e)  Such other documents as are reasonably required by Seller to carry 
out the terms and provisions of this Agreement.

     (f)  All necessary approvals, consents, certificates and the like of 
third parties to the validity and effectiveness of the transaction 
contemplated hereby.

     7.3     PURCHASER'S CLOSING OBLIGATIONS RESPECTING GRANTOR OPTION 
PROPERTY.  Upon each closing of the purchase of any Grantor Option Property, 
Purchaser hereby agrees that it will, at such closing, furnish and deliver to 
Seller, at Purchaser's expense, the Lease, duly executed and acknowledged by 
Purchaser, as appropriate, with respect to such Grantor Option Property.

                                   ARTICLE VIII.

                                EXPENSES OF CLOSING

     8.1     ADJUSTMENTS.  There shall be no adjustment of taxes, 
assessments, water or sewer charges, gas, electric, telephone or other 
utilities, operating expenses, employment charges, premiums on insurance 
policies, rents or other normally proratable items, it being agreed and 
understood by the Parties that the Seller shall be obligated to pay such 
items after Closing under the terms of the Lease.

     8.2     CLOSING COSTS.  Seller shall pay (a) all title examination fees 
and premiums for the Title Policy; (b) the cost of the Search Reports; (c) 
the cost of the Survey; (d) Seller's legal, accounting and other professional 
fees and expenses and the cost of all opinions, certificates, instruments, 
documents and papers required to be delivered, or to cause to be delivered, 
by Seller hereunder, including without limitation, the cost of performance by 
Seller of its obligations hereunder; (e) all other costs and expenses which 
are required to be paid by Seller pursuant to other provisions of this 
Agreement; (f) any and all state, municipal or other documentary or transfer 
taxes payable in connection with the delivery of any instrument or

                                            25

<PAGE>

document provided in or contemplated by this Agreement or any agreement or 
commitment described or referred to herein; and (g) the charges for or in 
connection with the recording and/or filing of any instrument or document 
provided herein or contemplated by this Agreement or any agreement or document 
described or referred to herein.  Purchaser shall pay (x) Purchaser's legal, 
accounting and other professional fees and expenses and the cost of all 
opinions, certificates, instruments, documents and papers required to be 
delivered, or to cause to be delivered, by Purchaser hereunder, including, 
without limitation, the cost of performance by Purchaser of its obligations 
hereunder; (y) all costs and expenses, if any, in any way relating to any 
financing which Purchaser obtains in connection with its purchase of the 
Property; and (z) all other costs and expenses which are required to be paid 
by Purchaser pursuant to other provisions of this Agreement.  Purchaser and 
Seller shall each be responsible for other costs in the usual and customary 
manner for this kind of transaction in the county where the Property is 
located.

     8.3     COMMISSIONS/BROKER'S FEES.  Seller hereby represents and 
warrants to Purchaser that it has not contacted any real estate broker, 
finder or any other party in  connection with this transaction, and that it 
has not taken any action which would result in any real estate broker's, 
finder's or other fees being due or payable to any party with respect to the 
transaction contemplated hereby. Purchaser hereby represents and warrants to 
Seller that Purchaser has not contacted any real estate broker, finder or any 
other party in connection with this transaction, and that it has not taken 
any action which would result in any real estate broker's, finder's or other 
fees being due or payable to any party with respect to the transaction 
contemplated hereby.  Each Party hereby indemnifies and agrees to hold the 
other Party harmless from any loss, liability, damage, cost or expenses 
(including reasonable attorneys' fees) resulting to such other Party by 
reason of a breach of the representation and warranty made by such Party 
herein.

                                   ARTICLE IX.

                               DEFAULT AND REMEDIES

     9.1     SELLER'S DEFAULT; PURCHASER'S REMEDIES.

     (a)  SELLER'S DEFAULT.  Seller shall be deemed to be in default 
hereunder upon the occurrence of one of the following events: (i) any of 
Seller's warranties or representations set forth herein shall be untrue in 
any material re spect when made or at Closing; or (ii) Seller shall fail to 
meet, comply with, or perform any covenant, agreement or obligation on its 
part required within the time limits and in the manner required in this 
Agreement, which, in either of such events, is not cured by Seller within 
10 days following receipt by Seller of written notice of default from 
Purchaser.

                                       26

<PAGE>

     (b)  PURCHASER'S REMEDIES.  In the event Seller shall be deemed to be in 
default hereunder Purchaser may, at Purchaser's   sole option, do any one or 
more of the following: (i) terminate this Agreement by written notice 
delivered to Seller on or before the Closing; and/or (ii) enforce specific 
performance of this Agreement against Seller including Purchaser's reasonable 
costs and attorneys' fees and court costs in connection therewith; and/or 
(iii) exercise any other right or remedy Purchaser may have at law or in 
equity by reason of such default including, but not limited to, the recovery 
of reasonable attorneys' fees and court costs incurred by Purchaser in 
connection herewith.

     9.2     PURCHASER'S DEFAULT; SELLER'S REMEDIES.

     (a)  PURCHASER'S DEFAULT.  Purchaser shall be deemed to be in default 
hereunder upon the occurrence of one of the following events: (i) any of 
Purchaser's warranties or representations set forth herein shall be untrue in 
any material respect when made or at Closing; or (ii) Purchaser shall fail to 
meet, comply with, or perform any covenant, agreement or obligation on its 
part required within the time limits and in the manner required in this 
Agreement, which, in either of such events, is not cured by Purchaser within 
ten (10) days following receipt by Purchaser of written notice of default 
from Seller.

     (b)  SELLER'S REMEDIES.  In the event Purchaser shall be deemed to be in 
default hereunder Seller may, at Seller's sole option, do any one or more of 
the following: (i) terminate this Agreement by written notice delivered to 
Purchaser on or before the Closing; and/or (ii) enforce specific performance 
of this Agreement against Purchaser including Seller's reasonable costs and 
attorneys' fees and court costs in connection therewith; and/or (iii) 
exercise any other right or remedy Seller may have at law or in equity by 
reason of such default including, but not limited to, the recovery of 
reasonable attorneys' fees and court costs incurred by Seller in connection 
herewith.

                                      ARTICLE X.

                                    MISCELLANEOUS

     10.1    SURVIVAL.  Except as otherwise specifically provided herein 
(including Section 5.5), all of the representations, warranties, covenants, 
agreements and indemnities of Seller and Purchaser contained in this 
Agreement, to the extent not performed at the Closing, shall not survive the 
Closing but shall be deemed to merge upon the acceptance of the Deed and 
Assignment by Purchaser.

     10.2    RIGHT OF ASSIGNMENT.  Neither this Agreement nor any interest 
herein may be assigned or transferred by either Party to any person, firm, 
corporation or other entity without the prior written consent of the other 
Party, which consent may be given or withheld in the sole discretion of such 
other Party.

                                           27

<PAGE>

     10.3    NOTICES.  All notices, requests and other communications under 
this Agreement shall be in writing and shall be either (a) delivered in 
person, (b) sent by certified mail, return-receipt requested, (c) delivered 
by a recognized delivery service or (d) sent by facsimile transmission and 
addressed as follows:

If intended for Purchaser:        Entertainment Properties Trust 
                                  1221 Baltimore Avenue 
                                  Kansas City, Missouri  64105 
                                  Phone:  (816) 480-4649 
                                  Fax:  (816) 480-4617 
                                  Attention:  Robert L. Harris, President

With a copy to:                   Stinson, Mag & Fizzell, P.C. 
                                  1201 Walnut, Suite 2800 
                                  Kansas City, Missouri  64105 
                                  Phone:  (816) 691-3180 
                                  Fax:  (816) 691-3495 
                                  Attention:  Michael G. O'Flaherty

If intended for Seller:           AMC Entertainment Inc. 
                                  106 West 14th Street 
                                  Kansas City, Missouri  64105 
                                  Phone:  (816) 221-4000 
                                  Fax:  (816) 480-4617 
                                  Attention:  Peter C. Brown, President

With a copy to:                   Lathrop & Gage L.C. 
                                  2345 Grand Boulevard, Suite 2800 
                                  Kansas City, Missouri  64108 
                                  Phone:  (816) 460-5515 
                                  Fax:  (816) 292-2001 
                                  Attention:  E.T. Bullard

or at such other address, and to the attention of such other person, as the 
parties shall give notice as herein provided. A notice, request and other 
communication shall be deemed to be duly received if delivered in person or 
by a recognized delivery service, when delivered to the address of the 
recipient, if sent by mail, on the date of receipt by the recipient as shown 
on the return receipt card, or if sent by facsimile, upon receipt by the 
sender of an acknowledgment or transmission report generated by the machine 
from which the facsimile was sent indicating that the facsimile was sent in 
its entirety to the recipient's facsimile number; provided that if a notice, 
request or other communication is served by hand or is received by facsimile 
on a day which is not a Business Day, or after 5:00 P.M. on any

                                      28

<PAGE>

Business Day at the addressee's location, such notice or communication shall 
be deemed to be duly received by the recipient at 9:00 A.M. on the first 
Business Day thereafter.

     10.4    ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement, together with 
the other documents, instruments and agreements heretofore or hereinafter 
entered into in connection with the transactions contemplated herein, embody 
and constitute the entire understanding between the Parties with respect to 
the transactions contemplated herein, and all prior or contemporaneous 
agreements, understandings, representations and statements (oral or written) 
are merged into this Agreement.  Neither this Agreement nor any provision 
hereof may be waived, modified, amended, discharged or terminated except by 
an instrument in writing signed by the Party against whom the enforcement of 
such waiver, modification, amendment, discharge or termination is sought, and 
then only to the extent set forth in such instrument.

     10.5    APPLICABLE LAW.  THIS AGREEMENT AND THE TRANSACTIONS 
CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 
LAWS OF THE STATE OF MISSOURI.  The Parties agree that jurisdiction and venue 
for any litigation arising out of this Agreement shall be in the Courts of 
Jackson County, Missouri or the U.S. District Court for the Western District 
of Missouri and, accordingly, consent thereto.

     10.6    CAPTIONS.  The captions in this Agreement are inserted for 
convenience of reference only and in no way define, describe, or limit the 
scope or intent of this Agreement or any of the provisions hereof.

     10.7    BINDING EFFECT.  This Agreement shall be binding upon and shall 
inure to the benefit of the Parties hereto and their respective successors 
and assigns.

     10.8    TIME IS OF THE ESSENCE.  With respect to all provisions of this 
Agreement, time is of the essence. However, if the first date of any period 
which is set out in any provision of this Agreement falls on a day which is 
not a Business Day, then, in such event, the time of such period shall be 
extended to the next day which is a Business Day.

     10.9    WAIVER OF CONDITIONS.  Any Party may at any time or times, at 
its election, waive any of the conditions to its obligations hereunder, but 
any such waiver shall be effective only if contained in a writing signed by 
such Party.  No waiver by a Party of any breach of this Agreement or of any 
warranty or representation hereunder by the other Party shall be deemed to be 
a waiver of any other breach by such other Party (whether preceding or 
succeeding and whether or not of the same or similar nature), and no 
acceptance of payment or performance by a Party after any breach by the other 
Party shall be deemed to be a waiver of any  breach of this Agreement or of 
any representation or warranty hereunder by such other Party, whether or not 
the first Party knows of such breach at the time it accepts such payment or 
performance.  No failure or delay by a Party to exercise any right it may 
have by reason of the

                                      29

<PAGE>

default of the   other Party shall operate as a waiver of default or 
modification of this Agreement or shall prevent the exercise of any right by 
the first Party while the other Party continues to be so in default.

     10.10   CONFIDENTIALITY.  Except as hereinafter provided, from and after 
the execution of this Agreement, Seller and Purchaser shall keep the Due 
Diligence Materials and the contents thereof confidential and shall not 
disclose the contents thereof except to their respective attorneys, 
accountants, engineers, surveyors, financiers, bankers and other  parties 
necessary for the consummation of the contemplated transactions.  
Notwithstanding the foregoing, it is acknowledged that Purchaser is in the 
process of consummating the Registered Offering and, as a result thereof, is 
and will be subject to various securities laws relating to, among other 
things, disclosure of material facts.  Accordingly, this document may be 
filed with the SEC and its contents and information relating to the 
Properties and the Option Properties will be disclosed to Purchaser's 
underwriters, the Securities and Exchange Commission and/or similar state 
authorities and to the public.  If Purchaser does not consummate the 
Registered Offering or acquire any Property, it shall deliver to Seller all 
copies of proprietary information delivered to Purchaser by Seller.

     10.11   ATTORNEYS' FEES.  If either Party obtains a judgment against the 
other Party by reason of a breach of this Agreement, a reasonable attorneys' 
fee as fixed by the court  shall be included in such judgment.

     10.12   REMEDIES CUMULATIVE.  Except as herein expressly set forth, no 
remedy conferred upon a Party by this Agreement is intended to be exclusive 
of any other remedy herein or by law provided or permitted, but each shall be 
cumulative and shall be in addition to every other remedy given herein or now 
or hereafter existing at law, in equity or by statute.

     10.13   TERMINOLOGY.  The words "include", "includes" and "including" 
shall be deemed to be followed by the phrase "without limitation".  The words 
"herein", "hereof", "hereunder" and similar terms shall refer to this 
Agreement unless the context requires otherwise.  Whenever the context so 
requires, the neuter gender includes the masculine and/or feminine gender, 
and the singular number includes the plural and vice versa.

     10.14   ESTOPPEL.  Each Party confirms and agrees that (a) it has read 
and understood all of the provisions of this Agreement; (b) it is an 
experienced real estate investor and is familiar with major sophisticated 
transactions such as that contemplated by this Agreement; (c) it has 
negotiated with the other Party at arm's length with equal bargaining power; 
and (d) it has been advised by competent legal counsel of its own choosing.

     10.15   JOINT PREPARATION.  This Agreement (and all exhibits thereto) is 
deemed to have been jointly prepared by the Parties hereto, and any 
uncertainty or ambiguity existing herein, if any, shall not be interpreted 
against any Party, but shall be interpreted according to the application of 
the rules of interpretation for arm's-length agreements.

                                      30

<PAGE>

     10.16   COUNTERPARTS.  This Agreement may be executed at different times 
and in any number of 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. Delivery of an executed counterpart of a signature 
page to this Agreement by telecopier shall be as effective as delivery of a 
manually executed counterpart of this Agreement. In proving this Agreement, 
it shall not be necessary to produce or account for more than one such 
counterpart signed by the Party against whom enforcement is sought.

     10.17   JOINT AND SEVERAL LIABILITY.  The obligations of the 
parties-Seller under this Agreement, and under all of the documents and 
instruments entered into in accordance with the provisions of this Agreement, 
are joint and several.

     10.18   NON-ASSIGNABLE AGREEMENT.  Seller hereby covenants and agrees to 
use its best reasonable efforts to obtain all necessary consents to the 
assignment of any of the Business Agreements, Warranties, Permits and 
Engineering Documents (for the purposes of this Section 10.18, the terms 
Business Agreements, Warranties, Permits and Engineering Documents shall   
include all agreements, documents and instruments included within such 
definitions, whether or not the same are assignable by Seller) as Purchaser 
and Seller shall mutually agree upon.  If and to the extent that any of the 
Business Agreements, Warranties, Permits and Engineering Documents are not 
assignable without the consent or approval of a third party, and either (a) 
Purchaser does not request that Seller obtain such approval, or (b) Seller is 
unable to obtain such approval following Purchaser's request that Seller 
obtain such consent or approval, then, in either of such cases, and subject 
to the Purchaser's rights as hereinafter provided, Seller hereby agrees and 
acknowledges that it will, from and after Closing, own and hold such Busin 
ess Agreements, Warranties, Permits and Engineering Documents as agent on 
behalf of and for the benefit of Purchaser, and Seller will from time to time 
execute such documents as Purchaser shall reasonably require to evidence that 
Seller own and hold such Business Agreements, Warranties, Permits and 
Engineering Documents as agent on behalf of and for the benefit of Purchaser. 
If Purchaser requests that Seller obtain any required third party consents 
for the assignment by Seller to Purchaser of any of the Business Agreements, 
Warranties, Permits and Engineering Documents, and Seller is unable to obtain 
such consent or approval, then Purchaser shall have the rights to determine 
that the Due Diligence Materials with respect to the Property or Due 
Diligence Property in question are not acceptable to Purchaser, and to 
exercise Purchaser's rights under Section 6.1 hereof.  The provisions of this 
Section 10.18 shall not terminate or expire as otherwise provided in this  
Agreement, but the covenants and agreements in this Section 10.18 shall 
survive and continue in full force and effect at all times after Closing.

     10.19   WAIVER OF JURY TRIAL.  EACH PARTY HEREBY WAIVES TRIAL BY JURY 
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY 
OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN

                                    31

<PAGE>

ANY WAY CONNECTED WITH THIS AGREEMENT OR THE OTHER AGREEMENTS.

EXECUTED to be effective as of the Effective Date.

SELLER:                               PURCHASER:

AMERICAN MULTI-CINEMA, INC.,          ENTERTAINMENT PROPERTIES TRUST, 
A MISSOURI CORPORATION                A MARYLAND REAL ESTATE INVESTMENT TRUST

By:______________________________     By: ___________________________
Name: Peter C. Brown                  Name: Robert L. Harris 
Title:  Executive Vice President      Title: President
        and CFO

Seller's Tax Identification Number:   Purchaser's Tax Identification Number:

___________________________________   _______________________________________

AMC REALTY, INC., A DELAWARE 
CORPORATION

By: ________________________________
Name:  Peter C. Brown 
Title: Executive Vice President 
       and CFO

Seller's Tax Identification Number:

___________________________________


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