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                              EMPLOYMENT AGREEMENT


     This Employment Agreement is entered into as of ____________, 1997 by 
and between ENTERTAINMENT PROPERTIES TRUST, a Maryland real estate investment 
trust (the "Company") and DAVID M. BRAIN (the "Employee").  In consideration 
of the mutual promises and covenants continued herein, the parties hereto 
agree as follows:

     1.   DUTIES.  During the term (as defined in Section 2) of his 
employment by the Company under this Agreement, Employee shall devote his 
full time and attention to the business of the Company  as chief financial 
officer (in such capacity, the "Chief Financial Officer"), as directed by the 
Company's President, the Chairman of the Board or the Board of Trustees (the 
"Board").

     2.   TERM.  The term of this Agreement shall commence as of November __, 
1997, and shall terminate on November __, 1999, or sooner as provided in 
Section 5 below (such period as it may be extended, the "Term").  On each 
November __ hereafter, commencing in 1998, one year shall be added to the 
Term of Employee's employment with the Company under this Agreement, unless 
the Company has given written notice to the Employee that the Term will not 
be extended.

     3.   COMPENSATION.

          (a)  BASE SALARY.  During the Term of his employment by the Company 
under this Agreement, Employee shall receive an annual salary of $175,000 
("Base Salary") (less withholding for applicable taxes), payable in 
accordance with the Company's payroll procedures for its salaried employees, 
subject to such increases as may be approved by the Compensation Committee of 
the Board (the "Compensation Committee").

          (b)  SIGNING BONUS.  Employee shall receive a one-time signing 
bonus of Thirty Thousand Dollars ($30,000) payable in a lump sum as soon as 
administratively feasible following the Formation Transactions, as described 
in the Company's registration statement (File No. 333-35281).

          (c)   ANNUAL INCENTIVE PROGRAM. In addition to Base Salary, for 
each year commencing 1998 Employee shall be eligible to receive a performance 
based bonus under the Company's Annual Incentive Program ("Performance 
Bonus") if certain pre-established performance objectives are obtained 
("Performance Goals").  The Compensation Committee shall establish a range of 
Performance Goals by March 31 of each year.  The Compensation Committee shall 
determine annually  within 60 days after completion of the Company's year end 
audit whether the Performance Goals for the preceding year have been 
achieved.  If the Performance Goals for the preceding year have been 
achieved, the Compensation Committee

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shall certify such fact to the Company, and the Company shall pay such 
Performance Bonus to Employee as soon as administratively feasible following 
such certification.  The Compensation Committee shall establish a maximum 
Performance Bonus of 40% of Base Salary, a target Performance Bonus of 20% of 
Base Salary, and a threshold Performance Bonus of 10% of Base Salary which 
shall be paid to Employee based upon certification that the Performance Goals 
have been achieved.  No Performance Bonus shall be paid for any year in which 
the threshold Performance Goal has not been achieved.  No Performance Bonus 
may exceed $300,000.  The Compensation Committee shall have the sole 
authority to administer and make determinations with respect to the 
Performance Bonus and Performance Goals.

          (d)  SHARE INCENTIVE PLAN; SHARE PURCHASE PROGRAM; RESTRICTED SHARE
PROGRAM; SHARE OPTION PROGRAM.

               (i)  Employee acknowledges that after five (5) years from the
     date hereof, future participation in any Company share incentive plan is 
     contingent upon Employee's ownership of common shares of beneficial 
     interest, $0.01 par value per share ("Shares"), of the Company with a 
     fair market value equal to at least two and one-half  (2 1/2) times his 
     then current Base Salary.

               (ii) Prior to or concurrent with the public offering of the
     Company contemplated in Registration Statement No. 333-35281 (the 
     "Offering"), Employee will be provided the opportunity to purchase forty 
     thousand (40,000) Shares of the Company (the "Program Shares") at a 
     price per share equal to the public Offering price per Share in the 
     Offering as shown on the cover page of the final prospectus for the 
     Offering.  To finance such purchase by Employee, the Company agrees to 
     make a five-year recourse loan to Employee equal to his aggregate 
     purchase price for the Shares.

     The Program Shares will be issued to Employee concurrently with closing 
of the Offering in exchange for Employee's promissory note (the "Note") in 
the form attached hereto, except that if the Offering closes after November, 
1997, the Note will bear interest  at the applicable federal rate in effect 
on the date the Offering closes.

     In the event of a Change in Control, as defined in the Company's 1997 
Share Incentive Plan, death, Disability (as defined below), retirement at age 
65 or termination by the Company without Cause (as defined below), the 
Compensation Committee may, in its sole discretion, forgive in whole or in 
part any balance of the Note remaining after application of the proceeds from 
sale of the Program Shares  to payment of the Note.

     The Program Shares will be issued to Employee without restriction by the 
Company, except that for a period of two years after their date of issue, the 
Program Shares may not be sold, transferred, or otherwise disposed of by 
Employee, voluntarily or involuntarily, without

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the written consent of the Company, except following a Change in Control of 
the Company, as defined in the Company's 1997 Share Incentive Plan, or 
Employee's termination by reason of death, Disability or retirement at age 
65. Any sale of the Program Shares must comply with the Securities Act of 
1933 and the rules promulgated thereunder. The Program Shares will bear a 
legend to such effect.

               (iii)     Employee shall be entitled to receive as incentive 
     compensation the following share incentive awards:

                              (A)  If the Employee purchases Program Shares
               pursuant to Section 3(d)(ii)  hereof, then prior to or 
               concurrent with the closing of the Offering, Employee shall be 
               granted ten-year options ("Options") to purchase fifty percent 
               (50%) of the number of  Program Shares he purchased pursuant 
               to Section 3(d)(ii) for an exercise price equal to the public 
               offering price per share in the Offering as shown on the cover 
               page of the final prospectus for the Offering.  All Options 
               granted pursuant to the foregoing shall be "incentive stock 
               options" ("ISOs") as defined under Section 422 of the Internal 
               Revenue Code of 1986, as amended (the "Code") to the extent 
               permitted under Section 422 of the Code.  The Company shall 
               use its best efforts to obtain all necessary shareholder 
               approvals to ensure the Options qualify as ISOs.  Twenty 
               percent (20%) of such Options shall vest and become 
               exercisable on each of the first, second, third, fourth and 
               fifth anniversaries following the date of grant, provided that 
               Employee remains an employee of the Company following such 
               respective dates, provided further all unvested Options shall 
               immediately vest and become exercisable upon any of (1) 
               Employee's (a) death, (b) separation from service due to a 
               Disability, (c) termination of employment by the Company 
               without Cause, or (d) termination of employment by the 
               Employee following a Material Breach (as defined below), or 
               (2) a Change in Control of the Company, as defined in the 
               Company's 1997 Share Incentive Plan. Notwithstanding the 
               foregoing, Employee agrees that all unvested Options shall be 
               forfeited if he sells or otherwise disposes of the Program 
               Shares purchased pursuant to Section 3(d)(ii) within five 
               years of such purchase without the written consent of the 
               Board or the Compensation Committee.  Such Options shall 
               otherwise be upon such terms and conditions as are consistent 
               with  the Company's 1997 Share Incentive Plan.

                              (B)  If the Employee purchases Program Shares of 
               the Company pursuant to Section 3(d)(ii) hereof, then prior to 
               or concurrent with the closing of the Offering, Employee shall 
               be

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               granted restricted Shares (the "Restricted Shares") equal in 
               number to fifty percent (50%) of the number of Program Shares 
               he purchased pursuant to Section 3(d)(ii) hereof.

     Except as hereinafter provided, the Restricted Shares will be forfeited 
by Employee in the event of any sale, assignment, transfer, hypothecation, 
pledge or other alienation of such Restricted Shares, made or attempted, 
whether voluntary or involuntary, and if involuntary whether by process of 
law in any civil or criminal suit, action or proceeding, whether in the 
nature of an insolvency or bankruptcy proceeding or otherwise, without the 
written consent of the Board or the Compensation Committee.  In addition, the 
Restricted Shares will be forfeited if Employee sells or otherwise disposes 
of the Program Shares purchased pursuant to Section 3(d)(ii) hereof prior to 
the fifth anniversary of the date of their purchase without the written 
consent of the Board or the Compensation Committee.

     The foregoing restrictions will lapse with respect to one hundred 
percent (100%) of the Restricted Shares and such Restricted Shares will 
become nonforfeitable on the fifth anniversary of the date of grant, provided 
the Employee is serving as Chief Financial Officer on that date.  All 
restrictions will lapse with respect to 100% of the Restricted Shares upon 
any of (1) Employee's (a) death, (b) separation from service due to a 
Disability, (c) termination of employment by the Company without Cause, or 
(d) termination of employment by the Employee following a Material Breach, or 
(2) a Change in Control of the Company as defined in the Company's 1997 Share 
Incentive Plan. In addition, the Board or the Compensation Committee may 
accelerate the vesting of any or all Restricted Shares in its discretion. 
Except for these restrictions, the Employee as owner of the Restricted Shares 
shall have all the rights of a shareholder including, but not limited to, the 
right to receive all dividends paid on the Restricted Shares and the right to 
vote such Shares. Such Restricted Shares will otherwise be upon such terms 
and conditions as are consistent with the Company's 1997 Share Incentive Plan.

     Each certificate issued in respect of the Restricted Shares shall be 
registered in Employee's name and deposited by him, together with a Share 
power endorsed in blank, with the Company and shall bear the following (or a 
similar) legend:

          "The transferability of this certificate and the common
          shares represented hereby are subject to the terms and
          conditions (including forfeiture) contained in the Agreement
          dated as of __________, 1997 entered into between the
          registered owner and Entertainment Properties Trust."

     At the expiration of the restrictions, the Company shall redeliver to 
Employee (or his legal representative, beneficiary or heir) Share 
certificates for the Restricted Shares deposited with it without any legend.

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          (e)  BENEFITS.  During the Term of his employment by the Company 
under this Agreement, Employee also shall be eligible for the benefits 
offered by the Company from time to time to the Company's other executive 
officers (such as group insurance, pension plans, thrift plans, stock 
purchase plans and the like), as determined by the Compensation Committee. 
Nothing herein shall be construed so as to prevent the Company from modifying 
or terminating any employee benefit plans or programs, it may adopt from time 
to time.

          (f)   AUTOMOBILE.  During the Term of Employee's employment, the 
Company shall provide Employee with an automobile allowance.

          (g)  COMPENSATION DURING DISABILITY.  During any disability of 
Employee during the Term of his employment by the Company under this 
Agreement, Base Salary payable to Employee pursuant to the terms of this 
Agreement shall be reduced by any and all disability payments Employee may 
receive pursuant to any insurance contract provided by Company for the 
benefit of its employees. Notwithstanding any termination of this Agreement 
as provided in Section 5, Employee shall thereafter be entitled to the full 
benefits of all disability payments to which he may be entitled pursuant to 
such insurance contracts.

          (h)  FULL PAYMENT.  The compensation to be paid to Employee under 
this Agreement shall be in full payment for (i) all services rendered by 
Employee in any capacity to the Company or any affiliate of the Company, and 
(ii) all other obligations of Employee under this Agreement.

     4.   EXPENSE REIMBURSEMENTS.  During the Term of Employee's employment 
by the Company under this Agreement, the Company shall reimburse Employee for 
business travel and entertainment expenses reasonably incurred by the 
Employee on behalf of the Company in accordance with the Company's 
procedures, as such may exist from time to time.

     5.   TERMINATION.  Employee's service as Chief Financial Officer  
hereunder shall be terminated upon the earliest of:

          (a)  EXPIRATION. The expiration of the Term.

          (b)  DEATH. The death of Employee.

          (c)  DISABILITY.  If, as a result of Employee's incapacity due to 
physical or mental illness, Employee shall not have been regularly performing 
his duties and obligations hereunder for a period of six consecutive months 
(a "Disability") , and within thirty (30) days after written notice of 
termination is given by the Chairman of the Board or the Board  (which may 
occur before or after the end of such six month period) Employee shall not 
have returned to the performance of his duties and obligations hereunder on a 
regular basis.

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          (d)  CAUSE.  The Chairman of the Board or the Board  terminates 
Employee for Cause.  For purposes of this Agreement, the Chairman of the 
Board or the Board  shall have "Cause" to terminate Employee upon (i) the 
willful and continued failure by Employee to perform substantially his duties 
with the Company (other than any such failure resulting from his incapacity 
due to physical or mental illness) after a written demand for substantial 
performance is delivered to Employee by the Chairman of the Board or the 
Board  which specifically identifies the manner in which the Chairman of the 
Board or the Board  believes that Employee has not substantially performed 
his duties, or (ii) the willful engaging by Employee in misconduct which is 
materially and demonstrably injurious to the Company.  For purposes of this 
Agreement, no act, or failure to act, on the part of Employee shall be 
considered "willful" unless done, or omitted to be done, in bad faith and 
without reasonable belief that Employee's act or omission was in the best 
interests of the Company. Notwithstanding the foregoing, Employee shall not 
be deemed to have been terminated for Cause without (1) reasonable notice to 
Employee setting forth the reason for the Chairman of the Board's or the 
Board 's intention to terminate for Cause, (2) an opportunity for Employee, 
together with his counsel, to be heard before the Chairman of the Board or 
the Board, and (3) delivery to Employee of a Notice of Termination, as 
defined below, from the Chairman of the Board or the Board  finding that in 
the good faith opinion of the Chairman of the Board or the Board , Employee 
was guilty of conduct set forth above, and specifying the particulars thereof 
in detail.

          (e)  MATERIAL BREACH.  Employee terminates his service hereunder 
for a material breach of this Agreement by the Company.  For purposes of this 
Agreement, a "material breach" shall be deemed to occur upon (i) a failure by 
the Company to comply with any material provisions of this Agreement which 
has not been cured within thirty (30) days after written notice of such 
noncompliance has been given by Employee to the Chairman of the Board or the 
Board,  or (ii) any purported termination of Employee which is not effected 
pursuant to a Notice of Termination, as defined below (and for purposes of 
this Agreement no such purported termination shall be effective.

          (f)  NOTICE.  The date specified in written notice given by the 
Company or Employee at least thirty (30) days in advance.

     Any termination of Employee by the Company or by Employee (other than 
termination pursuant to Section 5(a) or (b) hereof) shall be communicated by 
written Notice of Termination to the other party hereto in accordance with 
Section 11.  For purposes of this Agreement, a "Notice of Termination" shall 
mean a notice which shall indicate the specific termination provision in this 
Agreement relied upon and shall set forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of Employee under 
the provisions so indicated, unless such termination is pursuant to paragraph 
(f) hereof.

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     "Date of Termination" shall mean (i) if Employee's service is terminated 
by the expiration of this Agreement, the date of expiration, (ii) if 
Employee's service is terminated by his death, the date of his death, (iii) 
if Employee's service is terminated pursuant to Section 5(c) hereof, thirty 
(30) days after Notice of Termination is given (provided that Employee shall 
not have again become available for service as the Chief Financial Officer on 
a regular basis during such thirty (30) day period), (iv) if Employee's 
service is terminated for Cause, the date specified in the Notice of 
Termination, (v) if Employee's service is terminated pursuant to Section 5(f) 
hereof, the expiration of the thirty (30) day notice period, and (vi) if 
Employee's service is terminated for any other reason, the date on which a 
Notice of Termination is given.

     6.   AMOUNTS DUE UPON TERMINATION OR DURING DISABILITY.

          (a)  During any period that Employee fails to perform his duties 
hereunder as a result of incapacity due to physical or mental illness 
("disability period"), Employee shall continue to receive his Base Salary at 
the rate then in effect for such period until his service is terminated 
pursuant to Section 5(c) hereof, provided that payments so made to Employee 
during the first 180 days of the disability period shall be reduced by the 
sum of the amounts, if any, paid to the Employee at or prior to the time of 
any such payment under disability benefit plans of the Company or under the 
Social Security disability insurance program, and which amounts were not 
previously applied to reduce any such payment.

          (b)  If Employee's service should be terminated by the Chairman of 
the Board or the Board  for Cause, by Employee's death or by Employee absent 
a Material Breach, the Company shall pay Employee his accrued, but unpaid 
Base Salary through the Date of Termination at the rate in effect at the time 
Notice of Termination is given, and the Company shall have no further 
obligations to Employee under this Agreement.

          (c)  If Employee's service is terminated by the Chairman of the 
Board or the Board  without Cause or by the Employee following a Material 
Breach, Employee shall be entitled to receive, in addition to  all other 
amounts, one of the two alternative compensation payments described in (i) or 
(ii) below.

               (i)  INSTALLMENT PAYMENTS.  An amount equal to Base Salary of
     Employee in effect at the time of termination  plus his target 
     performance bonus of 20% of Base Salary (total payment equal to 120% of 
     Base Salary) (less withholdings or applicable taxes), payable over the 
     unexpired Term of this Agreement remaining at the Date of Termination  
     of Employee's employment under this Agreement, payable in advance at the 
     beginning of each month in equal monthly installments over such 
     unexpired Term; or

               (ii) LUMP-SUM PAYMENT.  An amount equal to the net present 
     value of the payments described in Section 6(c)(i) above, payable 
     within 30 days

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     after the Date of Termination of Employee's employment under this 
     Agreement.  The discount of such payments to their net present value 
     shall utilize a discount rate equal to the prime rate of interest 
     published in THE WALL STREET JOURNAL on the Date of Termination (such 
     prime rate currently defined in THE WALL STREET JOURNAL as the base rate 
     on corporate loans posted by at least 75% of the nation's 30 largest 
     banks) or if such rate is not available, then the prime rate of interest 
     of NationsBank, N.A. in effect on the Date of Termination.

     The Company shall have the right to elect the severance compensation 
described in either clause (i) or clause (ii) above, at its sole discretion.

     7.   CONFIDENTIALITY.  Employee acknowledges that he knows and in the 
future will know information relating to the Company and its affiliated 
companies and their respective operations that is confidential or a trade 
secret.  Such information includes information, whether obtained in writing, 
in conversation or otherwise, concerning corporate strategy, intent and 
plans, business operations, pricing, costs, budgets, equipment, the status, 
scope and terms of pending acquisitions, negotiations and transactions, the 
terms of existing or proposed business arrangements, contracts and 
obligations, and corporate and financial reports.  Such confidential or trade 
secret information shall not, however, include information in the public 
domain unless Employee has, without authority, made it public.

     Employee shall (a) not disclose such information to anyone except in 
confidence and as is necessary to the performance of his duties for the 
Company; (b) keep such information confidential; (c) take appropriate 
precautions to maintain the confidentiality of such information; and (d) not 
use such information for personal benefit or the benefit of any competitor or 
any other person.

     Upon termination of his employment, Employee shall return all materials 
in his possession or under his control that were prepared by or relate to the 
Company or its affiliates, including, but not limited to, materials 
containing confidential information, files, memorandums, price lists, 
reports, budgets and handbooks.

     Except as otherwise required by law, Company and Employee agree that all 
provisions of this Agreement and all other elements of Employee's terms of 
employment, compensation, and separation from employment (when such may 
occur) shall remain confidential and shall not be disclosed to any party 
other than the Employee and the members of the Board.

     8.   NONCOMPETITION.  During the Term of Employee's employment by the 
Company under any arrangement or nature whatsoever, and for a period equal to 
(i) the period during or with respect to which the Employee receives a 
continuation of his Base Salary under Section 6(c) or (ii) if the Employee's 
termination is for Cause or the Employee quits absent a Material Breach, then 
for the remainder of the Term as the Term would have been determined under 
Section 2 of this Agreement on the date prior to the Employee's

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separation from employment, Employee shall not, directly or indirectly, 
either individually or jointly or on behalf of or in concert with any other 
person or entity, as a proprietor, partner, shareholder, director, officer, 
employee, agent, consultant or in any other capacity or manner whatsoever 
engage in any business activity competitive with the business of the Company 
or its affiliates as constituted during the Term of Employee's employment by 
the Company and on the date of the termination of such employment.

     9.   NONSOLICITATION.  Employee agrees that during the Term of 
Employee's employment by the Company under any arrangement or nature 
whatsoever, and for a period of two years after the termination of such 
employment, Employee will not (a) solicit, entice or otherwise induce any 
professional or executive employee of  the Company or its affiliates to leave 
the employ of  the Company or its affiliates for any reason whatsoever; (b) 
directly or indirectly aid, assist or abet any other person or entity into 
soliciting, enticing or inducing any employee of  the Company or its 
affiliates to leave their employ or in hiring any employee of the Company or 
its affiliates; or (c) interfere with any contractual or other business 
relationship or expectancy between the Company or its affiliates and their 
employees.

     10.  EQUITABLE REMEDIES.  The parties acknowledge that irreparable 
damage will result to the Company from any violation of Sections 7, 8 or 9 by 
Employee. The parties expressly agree that, in addition to any and all 
remedies available to the Company for any such violation, the Company shall 
have the remedy of restraining order and injunction and any such equitable 
relief as may be declared or issued by a court to enforce the provisions of 
Sections 6, 7 and 8 and Employee agrees not to claim in any such equitable 
proceeding that a remedy at law is available to the Company.  Notwithstanding 
anything contained herein to the contrary and if, and only if, any provision 
of the type contained in Sections 6, 7 or 8, as the case may be, is 
enforceable in the jurisdiction in question, if any one or more of the 
provisions contained in such Section shall for any reason be held to be 
excessively broad as to duration, geographical scope, activity or subject, 
such provision shall be construed by limiting and reducing it so as to be 
enforceable to the extent compatible with the applicable law in such 
jurisdiction as it shall then appear.

     11.  NOTICES.  All notices, requests, demands or other communications 
under this Agreement shall be in writing addressed as follows:

          (a)  If to the Company, to:

                    Entertainment Properties Trust
                    One Kansas City Place
                    1200 Main Street, Suite 3250
                    Kansas City, Missouri  64105
                    Attention:  Peter C. Brown

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          (b)  If to Employee, to:

                    David M. Brain
                    Entertainment Properties Trust
                    One Kansas City Place
                    1200 Main Street, Suite 3250
                    Kansas City, Missouri  64105

     Any such notice, request, demand or other communication shall be 
effective as of the date of actual delivery thereof.  Either party may change 
such notice address by written notice as provided herein.

     12.  OTHER PROVISIONS.  This Agreement shall be binding upon, inure to 
the benefit of and be enforceable by the parties hereto and their respective 
heirs, personal representatives, successors and permitted assigns.  This 
Agreement shall be governed by the laws of the State of Missouri.  This 
Agreement represents the entire agreement of the parties hereto and shall not 
be amended except by a written agreement signed by all the parties hereto.  
This Agreement supersedes any prior oral or written agreements or 
understandings between the Company or any affiliate of the Company and 
Employee.  This Agreement shall not be assignable by one party without the 
prior written consent of the other party.  In the event one or more of the 
provisions contained in this Agreement or any application thereof shall be 
invalid, illegal or unenforceable in any respect, the validity, legality and 
enforceability of the remaining provisions of this Agreement or any other 
application thereof shall not in any way be affected or impaired thereby.  
Section headings herein have no legal significance.

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


                              ENTERTAINMENT PROPERTIES TRUST

                              By ___________________________________
                              Name _________________________________
                              Title ________________________________



                              "EMPLOYEE"


                              _______________________________________
                              DAVID M. BRAIN



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