
                                  Exhibit 10.2
                                OPTION AGREEMENT

                                      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 21, 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                         Telecopy:    (816) 292-2001

Counsel to Purchaser                               Counsel to Seller





<PAGE>

                                OPTION AGREEMENT

         THIS OPTION AGREEMENT (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.





<PAGE>

         "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 the 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) with respect to any Seller Option  Property shall be a
date  mutually  agreed  upon by the  Parties but not less than 90 days after the
exercise by Purchaser of its Option with respect to such Option Property, or (d)
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




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modified to comply with local law and custom),  executed by Seller,  as grantor,
in favor 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 November 24, 1997.

         "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 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.




<PAGE>

         "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. ss. 9601
et seq., or by the Hazardous Materials Transportation Act, 49 U.S.C. ss. 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.  ss. 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.  ss.  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,  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




<PAGE>

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





<PAGE>

         "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.





<PAGE>

         "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.  Anything contained herein to
the contrary notwithstanding,  the Purchase Price with respect to the Properties
on which the  theatres  thereon  are not open on the  closing of the  Registered
Offering,  shall not in the  aggregate  increase in excess of $500,000  from the
aggregate Purchase Price shown on Exhibit K with respect to such Properties.

         "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.




<PAGE>

         "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  at the  Closing,  and
pursuant  to the terms of which  AMCE shall  agree to a duty of first  offer and
grant to Purchaser a right of first  refusal for  Purchaser  to acquire  certain
property of AMCE.

         "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




<PAGE>

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 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.





<PAGE>

                                   ARTICLE II.

               OPTION TO SELL AND PURCHASE AND AGREEMENT TO LEASE

        2.1 Option to Sell and  Purchase.  Seller  hereby  grants  Purchaser the
exclusive Option to purchase the Seller Option  Properties for the Seller Option
Property  Purchase  Price  (as  defined  herein)  for each  such  Seller  Option
Property.  The  Option  with  respect  to a  Seller  Option  Property  shall  be
exercisable by Purchaser,  subject to the further provisions hereof, at any time
following the opening of the megaplex  theatre on such Option Property and shall
expire at 5:00 p.m. on the  ninetieth  day following the opening of the megaplex
theatre on such Option Property,  if not validly exercised by Purchaser prior to
such time. Upon Purchaser's  valid exercise of the Option,  this Agreement shall
be deemed a contract between Seller and Purchaser whereby,  on the Closing Date,
Seller  shall  sell,  convey,  assign,  transfer  and deliver to  Purchaser  and
Purchaser  shall  purchase,  acquire and accept from Seller,  the Seller  Option
Property, for the Purchase Price and subject to the terms and conditions of this
Agreement as the context requires.

        2.2  Exercise  of Option.  Purchaser  may  exercise  the Option  only by
providing to Seller Purchaser's  written,  unqualified notice of its exercise of
the Option,  in  accordance  with the  provisions  of Section 10.3  hereof.  The
effective time and date of such exercise shall be the date such notice is deemed
received by Seller  pursuant to the  provisions  of Section 10.3 hereof.  In the
event the Option is not duly exercised by Purchaser within the time set forth in
Section 2.1 above with respect to a Seller Option Property,  the Option and this
Agreement  shall  expire  and the  Parties  shall  have no  further  obligations
hereunder with respect to such Seller Option Property. Notwithstanding any other
terms or provisions hereof, the Option shall not be exercisable unless and until
Seller has completed its development and construction of the Improvements on the
Seller  Option  Property  (other  than minor  punch list  items,  which shall be
diligently and promptly  completed  should Purchaser  exercise the Option),  the
Seller  Option  Property  is open for  business  and Seller has  received  final
certificates of use and occupancy, and such other permits, licenses,  approvals,
agreements  and  authorizations  as are required for the operation of the Seller
Option  Property for its intended use. Seller agrees to provide to Purchaser not
less than five  business  days' notice of the date that the megaplex  theatre on
each such Option Property will open for business.

        2.3 Seller Option Property  Purchase Price.  (A) The Purchase Price with
respect to the Seller Option  Properties (the "Seller Option  Property  Purchase
Price")  legally  described  on Exhibits  A-14 and A-14 shall be  calculated  by
Seller and shall equal the cost to Seller of developing  and  constructing  each
Seller Option Property and shall include actual land and  construction  costs of
such Seller Option Property and so-called soft or development costs allocated to
such Seller Option  Property.  The amount to be paid at the Closing of each such
Seller Option Property shall be an amount reasonably estimated to be the cost to
Seller of developing and  constructing  such Seller Option  Property;  provided,
however, on a date which is 60 days from the Closing Date for such Seller Option
Property, the Seller Option




<PAGE>

Property  Purchase Price shall finally be calculated by Seller and an adjustment
made to the  amount  paid by the  Purchaser  on the  Closing  Date by payment by
Purchaser or refund to Purchaser by Seller, as applicable.

         (B) The Seller  Option  Property  Purchase  Price  with  respect to the
Seller Option Properties legally described on Exhibits A-18, A-19 and A-20 shall
be the amount set forth on Exhibit K-1 attached hereto and made a part hereof by
this reference.

        2.4  Limitations  to Option.  Notwithstanding  anything to the  contrary
contained  herein,  Purchaser's  right to exercise its option to purchase any of
the land parcels (the "pads")  described in Exhibits A-18,  A-19 and A-20 is (a)
subject to and contingent  upon such pads not having been sold or under contract
for sale by  Seller  at the time of the  exercise  of  Purchaser's  Option  with
respect to such pad;  (b)  subject to the  exercise of  Purchaser's  Option with
respect to all pads at such theatre property remaining unsold at the time of the
exercise of such Option; and (c) not exercisable unless Purchaser simultaneously
and  irrevocably  exercises its option to purchase the Grantor  Option  Property
related to such pads pursuant to the Grantor Option 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  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:



<PAGE>

     (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 10.18 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);

     (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




<PAGE>

the Due Diligence  Materials  delivered or made available 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.

                                   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.





<PAGE>

                  (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.

                  (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




<PAGE>

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  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.





<PAGE>

                  (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,  and all amounts due for such work and material shall have been
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 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




<PAGE>

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.

                  (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




<PAGE>

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 is noticed 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:

                  (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 to operation 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 any new 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.





<PAGE>

                  (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 relating to 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  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




<PAGE>

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.

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

        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
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.




<PAGE>

        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.

                  (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.





<PAGE>

                  (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.

                  (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 $250,000,000.00.

                  (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.





<PAGE>

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.

                  (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




<PAGE>

Offering and in connection  therewith shall have raised capital in an amount not
less than $250,000,000.00.

                  (e) Purchaser has not elected to terminate this Agreement with
respect  to any  Properties  with an  aggregate  Purchase  Price  in  excess  of
$35,000,000.00.

                  (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  or pro
forma policy 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.

                  (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.




<PAGE>

                  (d) Such affidavits or letters of indemnity from Seller 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.

     (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.





<PAGE>



     (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  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




<PAGE>



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  respect  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.

                  (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.





<PAGE>



                  (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 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.

       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
                                           One Kansas City Place
                                           1200 Main Street, Suite 3250
                                           Kansas City, Missouri  64105
                                           Phone:  (816) 480-4649




<PAGE>



                                        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 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




<PAGE>

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  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




<PAGE>

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.

       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.





<PAGE>

     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 Business 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
ANY WAY CONNECTED WITH THIS AGREEMENT OR THE OTHER
AGREEMENTS.

EXECUTED to be effective as of the Effective Date.

                                     SELLER:

(SEAL)                                   AMERICAN MULTI-CINEMA, INC.,
ATTEST                                   a Missouri corporation





<PAGE>



By:/s/ Nancy L. Gallagher             By:/s/ Peter C. Brown
Name:  Nancy L. Gallagher             Name: Peter C. Brown
Title:  Vice President and Secretary  Title:     Executive Vice President and
                                                 Chief Financial Officer

                                       Seller's Tax Identification Number:
                                       43-0908577

(SEAL)                                 AMC REALTY, INC., a Delaware
ATTEST                                 corporation

By:/s/ Nancy L. Gallagher              By:/s/ Peter C. Brown
Name:  Nancy L. Gallagher              Name:  Peter C. Brown
Title:  Vice President and Secretary   Title:     Executive Vice President and
                                                  Chief Financial Officer

                                       Seller's Tax Identification Number:
                                       43-1360799

                                       PURCHASER:

(SEAL)                                 ENTERTAINMENT PROPERTIES TRUST,
                                       a Maryland Real Estate Investment Trust

                                       By: /s/ David M. Brain
                                       Name:  David M. Brain
                                       Title:     Chief Financial Officer and
                                                  Secretary

                                       Purchaser's Tax Identification Number:
                                       43-179877




<PAGE>



                                TABLE OF CONTENTS




ARTICLE I.

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

ARTICLE II. OPTION TO SELL AND PURCHASE AND AGREEMENT TO LEASE.............10
2.1  Option to Sell and Purchase...........................................10 
2.2  Exercise of Option....................................................10  
2.3  Seller Option  Property  Purchase  Price..............................10  
2.4  Limitations to Option.................................................11

ARTICLE III. PURCHASE PRICE................................................11
3.1  Payment of Purchase Price.............................................11

ARTICLE IV. ITEMS TO BE FURNISHED TO PURCHASER BY SELLER...................11
  4.1      Due Diligence Materials.........................................11
  4.2      Due Diligence Review............................................13
  4.3      Investigations..................................................13
  4.4      Restoration After Investigations................................13

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..............................18
  5.4      Representations and Warranties of Purchaser.....................20
  5.5      Survival........................................................21






<PAGE>

ARTICLE VI. CONDITIONS TO OBLIGATIONS....................................21
   6.1      Conditions to the Purchaser's Obligations....................21
   6.2      Failure of Conditions to Purchaser's Obligations.............23
   6.3      Conditions to the Seller's Obligations.......................23
   6.4      Failure of Conditions to Seller's Obligations................24

ARTICLE VII. PROVISIONS WITH RESPECT TO THE CLOSING......................24
   7.1      Seller's Closing Obligations.................................24
   7.2      Purchaser's Closing Obligations..............................25
   7.3      Purchaser's Closing Obligations Respecting ..................26
            Grantor Option Property

ARTICLE VIII. EXPENSES OF CLOSING......................................26
   8.1      Adjustments................................................26
   8.2      Closing Costs..............................................26
   8.3      Commissions/Broker's Fees..................................27

 ARTICLE IX. DEFAULT AND REMEDIES......................................27
    9.1      Seller's Default; Purchaser's Remedies....................27
             a.      Seller's Default..................................27
             b.      Purchaser's Remedies..............................27
   9.2      Purchaser's Default; Seller's Remedies.....................28
             a.      Purchaser's Default...............................28
             b.      Seller's Remedies.................................28

 ARTICLE X. MISCELLANEOUS..............................................28
    10.1     Survival..................................................28
    10.2     Right of Assignment.......................................28
    10.3     Notices...................................................28
    10.4     Entire Agreement; Modifications...........................29
    10.5     Applicable Law............................................30
    10.6     Captions..................................................30




<PAGE>

     10.7     Binding Effect.........................................30
     10.8     Time is of the Essence.................................30
     10.9     Waiver of Conditions...................................30
     10.10    Confidentiality........................................30
     10.11    Attorneys' Fees........................................31
     10.12    Remedies Cumulative....................................31
     10.13    Terminology............................................31
     10.14    Estoppel...............................................31
     10.15    Joint Preparation......................................31
     10.16    Counterparts...........................................31
     10.17    Joint and Several Liability............................32
     10.18    Non-Assignable Agreement...............................32
     10.19    Waiver of Jury Trial...................................32

                              SCHEDULE OF EXHIBITS

A - Property Descriptions (A-1 through A-20)

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-1 - Lease

H-2 - Guaranty of Lease

I-1 - Seller Option Agreement

I-2 Grantor Option Agreement

J - Personal Property

K - Purchase Price

L - Right to Purchase Agreement

M - Form of Surveyor's Certification




<PAGE>

N - Opinions of Seller's and Purchaser's Counsel (N-1 and N-2)




<PAGE>

                                    EXHIBITS


                                       TO


                                OPTION AGREEMENT


                                      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")







                                November 21, 1997





<PAGE>


                                    EXHIBIT K
                               TO OPTION AGREEMENT
           AMERICAN MULTI-CINEMA, INC./ENTERTAINMENT PROPERTIES TRUST

                                 Purchase Price

                                                     Purchase Price
Property                                Pad                   (in thousands)

Gulf Pointe 30                           A                           511
Gulf Pointe 30                           B                           511
Gulf Pointe 30                           C                           744
Gulf Pointe 30                           D                           465
Mesquite 30                             A-1                          810
Mesquite 30                             A-2                          674
Mesquite 30                              B                           674
Cantera 30                               B                        1,012
Cantera 30                               C                        1,100
Cantera 30                                D                       1,012
Cantera 30                               E                        1,056




                                       A-1

<PAGE>



