
<PAGE>


                                   OPTION AGREEMENT

         THIS OPTION AGREEMENT (this "Option Agreement"), dated as of 
November ___, 1997, is by and between ENTERTAINMENT PROPERTIES TRUST, a 
Maryland real estate investment trust having an address at 1221 Baltimore 
Avenue, Kansas City, Missouri, 64105 ("Grantee"), and CLIP FUNDING, LIMITED 
PARTNERSHIP, a Delaware limited partnership having an address at World 
Financial Center, North Tower-10th Floor, 250 Vesey Street, New York, New 
York 10281-1310 ("Grantor").

                                 W I T N E S S E T H

         WHEREAS, Grantee and American Multi-Cinema, Inc. ("AMC") have 
requested Grantor to grant to Grantee a non-assignable option to purchase (a) 
Grantor's interest in the land and the improvements thereon known as Gulf 
Pointe 30 located in Houston, Texas ("Option Property I") which is legally 
described on Exhibit A attached hereto and made a part hereof by this 
reference; (b) Grantor's interest in the land and the improvements thereon 
known as Mesquite 30 located in Mesquite, Texas ("Option Property II") which 
is legally described on Exhibit B attached hereto and made a part thereof by 
this reference; and (c) Grantor's interest in the land and the improvements 
thereon known as Hampton Town Center 24 located in Norfolk, Virginia ("Option 
Property III") which is legally described on Exhibit C attached hereto and 
made a part hereof by this reference; (Option Property I, Option Property II, 
and Option Property III are hereinafter referred to individually as an 
"Option Property" and collectively as the "Option Properties"); and

         WHEREAS, prior to the date hereof, Grantor has executed a mortgage 
and related security interests (the "Security Interest") with respect to each 
Option Property in favor of one or more lenders (the "Assignee"); and

         WHEREAS, Grantor is willing to grant to Grantee a personal, 
non-assignable option to purchase Grantor's interest in the Option 
Properties, exercisable from time to time with respect to one or more Option 
Properties in any combination, all on the terms and conditions hereinafter 
set forth;

         NOW, THEREFORE, Grantor and Grantee hereby agree as follows:

         1.   GRANT OF OPTION.  Subject to the conditions contained in this 
Option Agreement, Grantor hereby grants to Grantee a personal, non-assignable 
option to purchase Grantor's interest in the Option Properties (the "Option") 
on or before December 20, 1998 (the "Option Termination Date").  The Option 
may be exercised from time to time with respect to one or more Option 
Properties in any combination.  Each exercise of 

<PAGE>



the Option with respect to an Option Property shall be made no earlier than 
the date on which the megaplex theatre located on such Option Property opens 
to the public for business (the "Opening Date") and no later than the date 
which is the earlier of (i) ninety (90) days following the Opening Date for 
such Option Property or (ii) sixty-one (61) days prior to the Option 
Termination Date by irrevocable written notice (the "Option Notice") to 
Grantor at its address given above, sent by certified mail, return receipt 
requested, and specifying a date no earlier than sixty (60) days after the 
date of such Option Notice and no later than a date which is the earlier of 
(x) ninety (90) days following the date of such Option Notice or (y) the 
Option Termination Date for closing on the Option Property or Option 
Properties specified in such Option Notice; provided that each exercise of 
the Option and each closing thereunder shall be subject to the conditions 
that, (a) on the date of closing, such Option Property specified shall be 
leased pursuant to the terms, conditions, and provisions of the Lease 
Agreement dated as of July 25, 1996 (the "Lease") between Grantor, as lessor, 
and AMC, as lessee, (b) the date specified for such closing shall be the 
twentieth (20th) day of a calendar month, time being of the essence; (c) at 
the time of delivery of such Option Notice and on the date of closing on each 
such Option Property, there shall be no Event of Default or Potential Default 
(as each such term is defined in the Lease) by AMC under the Lease, and no 
Event of Default or Potential Default (as each such term is defined in the 
Agreement for Lease dated as of July 25, 1996 (the "AFL")) by AMC under the 
AFL, and Grantor shall have received a certificate of AMC to such effect; and 
(d) at the time of closing on an Option Property, all amounts otherwise 
payable by AMC under the AFL or the Lease with respect to such Option 
Property as of the date of such closing shall have been paid in full, 
including, without limitation, all payments due under any indemnities and, 
all payments of rent and other amounts of any kind due thereunder.  On the 
Option Termination Date, the Option shall terminate and Grantee shall have no 
further rights under this Option Agreement, including any with respect to an 
Option Property as to which the Option has been exercised but for which the 
closing has not occurred.

         2.   PURCHASE PRICE.  The purchase price for an Option Property 
subject to the Lease shall be an amount equal to the Adjusted Acquisition 
Cost (as defined in the Lease) for such Option Property as of the date of 
closing. As a condition to each purchase and sale hereunder, Grantee shall 
also pay the cost of any title reports or policies, surveys, all transfer 
taxes, transfer gains taxes, mortgage recording tax, if any, recording and 
filing fees, and all other similar taxes, fees, expenses, and closing costs 
(including Grantor's and Assignee's attorney's fees), it being expressly 
agreed that Grantor shall not be liable or responsible for any costs or 
expenses in connection with the sale of any Option Property. All payments to 
Grantor, including Grantor's legal fees in connection with the closing, shall 
be wired directly to an account of Grantor identified by Grantor to Grantee 
prior to closing. 


                                        2

<PAGE>

         3.   OPTION SUBJECT TO RIGHTS OF SECURED LENDER AND TERMS OF AFL AND 
LEASE. This Option Agreement and the Option granted hereby are expressly 
subject and subordinate to the Security Interest granted by Grantor to the 
Assignee and to the terms and conditions of the AFL and the Lease.  It is 
expressly acknowledged that prior to the closing on an Option Property, the 
Option Property is and will remain subject to the terms and conditions of the 
AFL and/or the Lease, which terms and conditions contemplate that the sale of 
all or part of an Option Property to parties other  than the Grantee could 
occur under certain circumstances. Grantee expressly acknowledges that if a 
third party shall exercise its prior rights with respect to such a sale, or 
Grantor or Assignee shall exercise its remedies under the AFL or the Lease 
and shall pursuant to such exercise effect such a sale, at any time prior to 
Grantee's closing on an Option Property, then (a) in the event of the 
exercise of such rights with respect to all of such Option Property the 
Option granted hereunder in respect of such Option Property and any exercise 
thereof shall cease and be of no further force and effect, and (b) in the 
event of the exercise of such rights with respect to a portion of an Option 
Property, the Option granted hereunder in respect of such Option Property and 
any exercise thereof shall remain binding and in full force and effect only 
with respect to the remainder of such Option Property with respect to which 
such rights were not exercised, and shall cease and be of no further force 
and effect with respect to all other portions. 

         4.   CLOSING. The closing shall take place through an escrow with a 
title company chosen by Grantor and acceptable to Grantee. No documents will 
be released from escrow unless and until all conditions required by Grantor 
for closing have been complied with and Grantor has received all payments in 
respect of the purchase price as set forth in the preceding paragraph.

         5.   STATE OF TITLE. The transfer of an Option Property shall be by 
means of a quitclaim deed on an as-is, non-installment sale basis, without 
warranty by, or recourse to, Grantor, which deed shall be in the form of 
Exhibit D attached hereto, together with any changes that may be required by 
local law for such quitclaim deed to comply with local recording statutes. 
Grantee expressly acknowledges that Grantor has not made, and will not make, 
any representations whatsoever with respect to any Option Property, 
including, without limitation, any representation as to the state of title, 
environmental conditions, zoning, structural soundness, quality of 
construction, or the suitability of such Option Property for any purpose.

         6.   NO ASSIGNMENT.  The Option granted hereby and Grantee's rights 
under this Option Agreement, including, without limitation, the right to 
close on an Option Property, are personal to Grantee, and, as an inducement 
to Grantor to enter into this Option Agreement, it is expressly agreed that 
Grantee has no right, directly or indirectly, to assign, mortgage or encumber 
the Option or this Option Agreement in whole or in part. Any assignment or 
attempted assignment shall immediately render this Option Agreement 

                                   3

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null and void. Transfer of a controlling interest, whether singly or in the 
aggregate, in Grantee, whether by operation of law, or merger by or with 
Grantee, or otherwise, shall each be deemed to be an assignment. Grantor 
shall have no obligation or requirement to deal with any party other than 
Grantee in all matters relating to this Option Agreement.

         7.   NO BROKER. Grantee represents that it has dealt with no broker 
in connection with the Option granted hereby, and agrees to indemnify and 
hold Grantor harmless from the claims of any broker in connection with the 
transactions contemplated hereby.

         8.   NON-RECOURSE. Grantor's obligations hereunder are intended to 
be the obligations of the limited partnership and of the corporation which is 
the general partner thereof only and no recourse for the payment of any 
amount due under this agreement or for any claim based thereon or otherwise 
in respect thereof, shall be had against any limited partner of Grantor, any 
incorporator, shareholder, member, officer, director or affiliate, as such, 
past, present or future, of such corporate general partner or of any 
corporate limited partner or of any successor corporation to such corporate 
general partner or any corporate limited partner of Grantor, or against any 
direct or indirect parent corporation of such corporate general partner or of 
any limited partner of Grantor or any other subsidiary or affiliate or any 
such direct or indirect parent corporation or any incorporator, shareholder, 
member, officer, director, or affiliate, as such, past, present or future, of 
any such parent or other subsidiary or affiliate, it being understood that 
Grantor is a limited partnership formed for the purpose of the transactions 
involved in and relating to the master lease program of AMC on the express 
understanding aforesaid.

         9.   GOVERNING LAW. This Option Agreement shall be governed by and 
construed in accordance with the laws of the State of New York. 

         10.  COMPLETE AGREEMENT. This Option Agreement constitutes the 
entire understanding between Grantor and Grantee with respect to the subject 
matter hereof and no representations, warranties, promises, guarantees or 
agreements, oral or written, express or implied, have been made by Grantor 
with respect to this Option except as expressly provided in this Option 
Agreement. The Option Agreement may not be modified, amended or waived except 
by a written instrument executed by both Grantor and Grantee. A waiver on one 
occasion shall not be construed to be a waiver with respect to any other 
occasion.

         11.  COUNTERPARTS. This Option Agreement may be executed in one or 
more counterparts, each of which counterparts, when executed and delivered, 
shall be deemed to be an original and all of which counterparts, when taken 
together, shall constitute one and the same Option Agreement.

                                      4

<PAGE>


         12.  DEFINITIONS. Capitalized terms used, but not otherwise defined 
herein, shall have the meaning given such terms in the Lease.

    IN WITNESS WHEREOF, Grantor and Grantee have executed this Option 
Agreement as of the day and year first above written.

                                       ENTERTAINMENT PROPERTIES TRUST,
                                       a Maryland real estate investment trust



                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________


                                       CLIP FUNDING, LIMITED PARTNERSHIP, 
                                       a Delaware limited partnership
                                          By:  Clip Capital, Inc., its 
                                               general partner

                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

Acknowledged and separately
consented to this _____ day
of November, 1997:

AMERICAN MULTI-CINEMA, INC.,
a Missouri corporation


By: ________________________________
Name: ______________________________
Title: _____________________________


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<PAGE>

                                      EXHIBIT B

                                  OPTION PROPERTY II

                                     Mesquite 30
                                   (Dallas, Texas)

                                          6

