
                                                   Exhibit 10.4
                                                       LEASE


                                                      BETWEEN


                                          ENTERTAINMENT PROPERTIES TRUST,
                                      a Maryland real estate investment trust

                                                   ("LANDLORD")

                                                        AND

                                           AMERICAN MULTI-CINEMA, INC.,
                                              a Missouri corporation

                                                    ("TENANT")


                                                   For the Lease
                                                        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



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Counsel to Landlord                                Counsel to Tenant


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<PAGE>



                                                                            
                                AMC BUILD
                                                                     
                        (REIT PROGRAM)



     LEASE THIS LEASE,  dated as of November  21,  1997,  is made by and between
ENTERTAINMENT PROPERTIES TRUST, a Maryland real estate investment trust, with an
office at One Kansas City Place,  1200 Main  Street,  Suite 3250,  Kansas  City,
Missouri,  64105,  ("Landlord"),  and  AMERICAN  MULTI-CINEMA,  INC., a Missouri
corporation,  with an office at 106 West 14th Street,  Suite 1700,  Kansas City,
Missouri 64105  ("Tenant"). 
1. Attachments to Lease; Rent and Expense Rider and
Exhibits.  Attached  to  this  Lease  and  hereby  made a part  hereof  are  the
following:

                  RENT AND EXPENSE RIDER - a statement of the Annual Fixed Rent,
Percentage  Rent and common area and real estate tax charges,  if any, which are
to be paid by  Tenant  hereunder  together  with  provisions  pertaining  to the
payment thereof.
                  EXHIBIT  A  -  a  legal  description  of  the  tract  of  land
constituting the land portion of the Leased Premises.
                  EXHIBIT B - a site plan (the "Site  Plan") of Leased  Premises
and the Entire  Premises  (if  applicable)  showing (i) the location of Tenant's
Facility,  outlined in red, and (ii) the Leased  Premises or the Entire Premises
(if applicable) of which the Leased Premises are a part,  outlined in black, and
(iii) the location of any other buildings and improvements  constructed or to be
to be constructed, if known, within the Entire Premises by any person or entity.




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<PAGE>

       2.    Definitions and Rules of Construction.
              (A)  Definitions.  The following  terms for purposes of this Lease
       shall have the meanings hereinafter specified:
                  "Affiliate"  shall mean as applied to a person or entity,  any
other person or entity  directly or indirectly  controlling,  controlled  by, or
under common control with, that person or entity.
                  "Annual  Fixed Rent" shall mean the annual  fixed rent payable
hereunder, which shall be the following:
                      (1) From the  Commencement  Date through and including the
              end of the first Lease Year,  an amount,  per annum,  equal to the
              product obtained by multiplying $18,600,000.00 (the Purchase Price
              with respect to such  property set forth in the  Agreement of Sale
              and Purchase  entered into among Landlord,  Tenant and AMC Realty,
              Inc.  dated as of  November  21,  1997) by ten and one half (10.5)
              percent.
                      (2) During the second Lease Year and each following  Lease
              Year until the end of the initial fixed term and during all Option
              Periods,  if Tenant  shall so extend the term of this  Lease,  the
              Annual Fixed Rent shall be increased  each Lease Year by an amount
              equal to the Annual Fixed Rent Escalation.
                  "Annual  Fixed Rent  Escalation"  shall be the lesser of 2% or
the  percentage  increase in the Consumer  Price Index  ("CPI") for the previous
Lease Year times the previous Lease Year's Annual Fixed Rent.
     "Annual Percentage Rent" is defined in the Rent and Expense Rider.



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<PAGE>

                  "Business Days" is defined as any day other than a Saturday, a
Sunday  or a day on  which  banking  institutions  in the  City of New  York are
authorized by law to close.
                  "Commencement  Date"  is  defined  in  the  Article  captioned
                  "Term." "Common Facilities" shall include, if applicable,  all
                  parking areas, streets,
driveways, curb cuts, access facilities,  aisles,  sidewalks,  malls, landscaped
areas, sanitary and storm sewer lines, water, gas, electric, telephone and other
utility  lines,  systems,  conduits and  facilities and other common and service
areas  within the Entire  Premises,  whether or not shown on the Site Plan,  and
regardless of by whom owned.
                  "Code"  means the Internal  Revenue Code of 1986,  as the same
may be  amended  or  supplemented,  and the  rules and  regulations  promulgated
thereunder.
     "CPI" shall mean the  Consumer  Price Index for all Urban  Consumers,  U.S.
City Average,  published by the Bureau of Labor  Statistics of the United States
Department of Labor (base year 1982-84=100), or any successor index thereto.
                  "Cross-Default Termination Date" means the earlier to occur of
(i) the date the senior  long-term debt  obligations  of Tenant's  Parent or the
corporate  credit rating of Tenant's Parent is rated  investment grade by either
Standard & Poor's Corporation or Moody's Investors Services, Inc., (ii) Tenant's
Rent under this Lease and any other lease between Landlord and Tenant represents
less than 50% of the  Landlord's  rental income for any fiscal  quarter or (iii)
the expiration of the fixed term hereof.
                  "Default  Rate"  shall  mean the  lesser of (i) the Prime Rate
plus 4% or (ii) the highest rate of interest that may lawfully be charged to the
party then required to pay interest under this Lease at the Default Rate.


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<PAGE>

                  "Entire Premises" shall mean, if applicable, the tract of land
constituting the land portion of the Leased Premises  described on Exhibit A and
shown  outlined  in black on the Site Plan where  Tenant's  Facility is located,
together with any buildings,  Common Facilities and other improvements  thereon,
as the Entire  Premises is constituted  from time to time. In no event shall the
Entire Premises be deemed to include any land which Landlord does not own either
fee title or a leasehold interest.
     "Environmental  Report" is defined in the Article  captioned  "Governmental
and Ground Lease Compliance."
                  "Expiration Date" is defined in the Article caption "Term."
                  "Final  Plans"  shall  mean  the  final  plans,  drawings  and
specifications for Tenant's Facility as built.
                  "Floor  Area" shall  mean,  with  respect to each  building or
structure  on the Entire  Premises (if  applicable)  or Tenant's  Facility,  the
number of square  feet of floor  area at each  level or story  lying  within the
exterior  faces of exterior  walls  thereof  (except party walls as to which the
center line, not the exterior  faces,  shall be used),  whether or not leased or
occupied;  PROVIDED,  HOWEVER,  none of the  following  shall be included in the
computation  of the Floor Area of Tenant's  Facility:  (i) any  canopies (or the
area under such canopies)  extending from the walls of Tenant's  Facility,  (ii)
any sidewalks,  ramps,  stairways or other walkways located outside the exterior
walls of Tenant's Facility  regardless of whether any are contiguous or adjacent
to Tenant's  Facility,  (iii) any  mezzanines  used primarily for projection and
office  purposes,  (iv) any area  designed  as a  weather  barrier,  and (v) any
corridors,  vertical transportation and other areas which would not be necessary
if Tenant's Facility were at grade level.


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<PAGE>



     "Force  Majeure"  is  defined in the  Article  captioned  "Force  Majeure."
     "Governmental Authorities" shall mean all federal, state, county, municipal
and local  departments,  commissions,  boards,  bureaus,  agencies  and  offices
thereof,  having or  claiming  jurisdiction  over all or any part of the  Entire
Premises  (if  applicable)  or  Tenant's  Facility  or the use  thereof.  "Gross
Receipts" is defined in the Rent and Expense Rider.

     "Ground  Lease" shall mean, in the event Landlord does not own fee title to
the Leased Premises,  the ground lease or similar conveyance instrument by which
Landlord  holds a leasehold or similar estate therein and to which this Lease is
subject.

     "Hazardous  Substances" is defined in the Article  captioned  "Governmental
Compliance."

                  "Laws"  shall  mean  all  present  and  future   requirements,
administrative  and  judicial  orders,  laws,  statutes,  ordinances,  rules and
regulations of any Governmental Authority.
                  "Lease Year" is defined in the Rent and Expense Rider.
                  "Leased  Premises"  shall  mean  Tenant's  Facility,  the land
described in Exhibit A (including,  if applicable,  the lessee's interest in any
ground lease) and all improvements,  fixtures, appurtenances,  rights, easements
and privileges  thereunto  belonging or in any way  appertaining,  and all other
rights,  easements and  privileges  granted to Tenant in this Lease,  excluding,
however, Tenant's Property as defined below.

     "Metropolitan Area" shall mean the Dallas, Texas, metropolitan area.

     "Mortgage"  shall mean any mortgage or deed of trust or other instrument in
the nature thereof  evidencing a security interest in the Leased Premises or any
part thereof.

                  "Number of Fixed Term Years" shall mean 13 years.



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<PAGE>



     "Option  Periods" shall mean four (4) successive  separate  periods of five
(5)   -------------- years each.

                  "Percentage Rate" shall mean 6%.

                  "Prime  Rate"  shall  mean  the  lesser  of (i) the per  annum
interest rate from time to time publicly announced by Citibank,  N.A., New York,
New  York as its  base  rate and (ii)  the  maximum  nonusurious  interest  rate
permitted  by  applicable  laws.  If  Citibank,  N.A.  should  cease to publicly
announce its base rate, the Prime Rate hereunder  shall be the lesser of (i) the
prime,  base or  reference  rate of the  largest  bank  (based on assets) in the
United  States  which  announces  such  rate and (ii)  the  maximum  nonusurious
interest rate permitted by applicable laws.

     "REA" is defined in the Article captioned "Other Tenancies; REA".

     "Related  Leases"  shall mean the  Leases  with  respect to the  properties
listed  on the cover  sheet of this  Lease and Gulf  Pointe  30  (Houston,  TX),
Mesquite 30 (Dallas,  TX),  Cantera 30  (Chicago,  IL),  Hampton  Town Center 24
(Norfolk, VA) and Livonia 20 (Detroit, MI).

                  "Rent" shall mean Annual Fixed Rent,  Annual  Percentage  Rent
and other charges payable by Tenant under this Lease.
                  "Required  Insurance" shall mean the insurance  policies which
Tenant is required to maintain  pursuant to Sections (A), (B) and (C) of Article
15.
                  "Right to Purchase  Period"  shall for  purposes of Article 29
hereof mean the period of 5 years from and including the Commencement Date.
                  "Shopping  Center",  if  applicable,  shall mean the  Shopping
Center of which the Leased Premises are a part or adjacent to.



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<PAGE>

                  "Taxes" is defined in the Rent and Expense Rider.
                  "Tenant's Facility" shall mean the building previously erected
and/or  owned  by  Tenant  or  Tenant's   Affiliate  which  presently   contains
approximately 98,175 square feet of Floor Area, 24 auditoriums and 5,067 seats.

     "Tenant's Operating Covenant" is defined in the Article captioned "Tenant's
Covenant to Operate."

                  "Tenant's Operating Period" shall mean the period beginning on
the Commencement Date and ending on the 10th anniversary of such date.

     "Tenant's   Parent"   shall  mean  AMC   Entertainment   Inc.,  a  Delaware
corporation.

     "Tenant's Property" is defined in the Article captioned

     "Fixtures."  "Tenant's Pylon" is defined in the Article captioned "Tenant's
Signs." "Tenant's Signs" is defined in the Article  captioned  "Tenant's Signs."
"Term of this  Lease" or "term  hereof"  shall  mean the  initial  fixed term as
provided in the Article captioned "Term" and any renewal or extension thereof.

     "Transfer" shall for purposes of Article 29 hereof mean any sale, transfer,
conveyance  or other  disposal  (which may  include a lease  back) of the Leased
Premises or any part thereof.

              (B) Rules of  Construction.  The following  rules of  construction
       shall be  applicable  for all purposes of this Lease,  unless the context
       otherwise requires:
                      (1) The  terms  "hereby,"  "hereof,"  "hereto,"  "herein,"
              "hereunder"  and any similar terms shall refer to this Lease,  and
              the term "hereafter"  shall mean after, and the term  "heretofore"
              shall mean before, the date of this Lease.


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<PAGE>

                      (2) Words of the  masculine,  feminine  or  neuter  gender
              shall mean and include the correlative  words of the other genders
              and words importing the singular number shall mean and include the
              plural number and vice versa.
                      (3) The terms  "include,"  "including"  and similar  terms
              shall be  construed  as if followed by the phrase  "without  being
              limited to."
        3.    Premises.
                  Landlord   hereby   demises  and  leases  or   subleases,   as
applicable,  unto Tenant, and Tenant hereby leases or subleases,  as applicable,
from Landlord,  for the  consideration  and upon the terms and conditions herein
set forth, the Leased Premises.
        4.    Term.
                  The initial fixed term of this Lease shall  commence  November
24, 1997 (the "Commencement  Date"), and shall expire as of midnight on the last
day of the last year of the Number of Fixed Term Years from the first day of the
first month immediately  following the Commencement  Date  ("Expiration  Date");
PROVIDED,  HOWEVER,  if the Expiration  Date is a date other than January 31, or
September  30, then  Tenant  may,  by notice to Landlord  given got later than 6
months prior to the Expiration Date, elect to have the Expiration Date postponed
until the next succeeding January 31 or September 30, whichever first occurs. If
Tenant so elects,  then the last Lease Year shall be longer than 12 months,  and
shall end on the January 31 or September 30 (as the case may be) next  following
the previously scheduled Expiration Date.
        5.    Rent.
              (A) Fixed and  Percentage.  Tenant  shall  pay  Landlord,  without
       abatement,  adjustment or setoff,  except as set forth herein, the Annual
       Fixed Rent in the manner set


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<PAGE>

       forth  herein  and  in the  Rent  and  Expense  Rider  commencing  on the
       Commencement  Date, subject to the provisions of paragraph (B) below and,
       if applicable, Annual Percentage Rent, in the manner set forth herein and
       in the Rent and Expense Rider.
              (B) Ground Rents,  If Any. Tenant also covenants and agrees during
       the term of this Lease to pay any rent  obligations of Landlord under any
       Ground Lease.  Tenant shall not receive a credit against its Annual Fixed
       Rent or any other  amounts due  hereunder  for such Ground  Lease  rental
       payments.
              (C)  Prohibition  of Use.  If at any time  during the term of this
       Lease,  (i) any Law shall  prohibit the use of Tenant's  Facility for the
       purposes  permitted  in  Section  7(A)(i)  or  (iii) of this  Lease  (the
       "Prohibition"),  and  (ii)  such  Prohibition  shall  require  Tenant  to
       discontinue its business  operation in the Leased Premises or as a result
       of such Prohibition Tenant reasonably  determines that it is economically
       unfeasible to continue to operate its  business,  and Tenant does in fact
       discontinue its business  operation in the Leased Premises,  then for the
       period  beginning  with  the  Tenant's  discontinuance  of  its  business
       operations  in the Leased  Premises and ending on the earlier of the date
       the Tenant commences its business operations in the Leased Premises or 30
       days  following  the date the  Prohibition  shall have been lifted,  Rent
       payable by Tenant  under this Lease  shall be fully  abated and  Landlord
       shall, promptly after such occurrence or imposition,  refund any unearned
       Rent paid by Tenant.  Immediately upon the earlier to occur of (a) Tenant
       becoming aware of any proposed  Prohibition,  or (b) Tenant's  receipt of
       any notice from any Governmental  Authorities of any Prohibition,  Tenant
       shall promptly  notify Landlord of such fact, and Landlord shall have the
       right to proceed,  in its or Tenant's name,  and at Landlord's  sole cost
       and expense, to take such action as Landlord shall determine to be


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<PAGE>

       necessary or desirable to contest or challenge the Prohibition.  Landlord
       shall within 30 days of receipt of notice from Tenant of the  Prohibition
       notify Tenant in writing if Landlord  elects to contest or challenge such
       Prohibition.  If (x) Landlord shall elect not to contest or challenge the
       Prohibition, (y) a final, nonappealable judgment is entered upholding the
       Prohibition,  or (z)  Landlord  shall  fail in the  judgment  of  Tenant,
       reasonably exercised, to diligently proceed with the contest or challenge
       of such  Prohibition,  and such failure to proceed  continues for 10 days
       after written  notice to Landlord of such failure,  then either Tenant or
       Landlord  may at any time  thereafter  while such  Prohibition  continues
       terminate  this Lease by giving the other  party  written  notice of such
       termination. If a Prohibition should occur or be imposed, nothing in this
       paragraph  (C)  shall be  deemed to  impair  Tenant's  obligations  under
       paragraph (B) of the Article captioned  "Governmental  Compliance" at any
       time during which Tenant is not prohibited  from using Tenant's  Facility
       for the purposes  permitted in Section 7(A)(i) and (iii) of this Lease by
       the Prohibition.

     6. Covenant of Title; Authority and Quiet Possession; Transfer of Title.

     (A) Landlord's  Covenant.  Landlord represents and warrants to Tenant that:
(i)  Landlord  has full right and  lawful  authority  to enter into and  perform
Landlord's  obligations  under this Lease for the term hereof,  and Landlord has
not and will not suffer, incur or enter into any contracts,  leases,  tenancies,
agreements,  restrictions,  violations,  encumbrances or defects in title of any
nature whatsoever which would materially  adversely affect the right,  title and
interest in the Leased Premises which was assigned or transferred to Landlord or
would materially adversely restrict or prevent the use or enjoyment by Tenant of
the Leased Premises; (ii) this Lease shall not be subject or


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<PAGE>



       subordinate  to any  Mortgage  except  for such  subordination  as may be
       accomplished in accordance  with the provisions of the Article  captioned
       "Estoppel Certificate;  Attornment; and Priority of Lease; Subordination"
       and (iii) if Tenant shall discharge the  obligations  herein set forth to
       be  performed  by Tenant,  Tenant  shall have and enjoy,  during the term
       hereof,  the quiet and  undisturbed  possession  of the  Leased  Premises
       together with the right to use the Common Facilities,  if any, as in this
       Lease  contemplated,  free from  interference  by  Landlord  or any party
       claiming under Landlord.
              (B) Leasehold Title Policy.  Contemporaneously  with the execution
       of this Lease, if requested by Tenant,  Landlord shall furnish Tenant, at
       Tenant's sole cost and expense,  a binding commitment for the issuance of
       a leasehold  owner's  title  insurance  policy on the ALTA  standard form
       B-1970 (amended 10/17/70) policy form if available, and if not available,
       on the  current  policy form  available  in the state in which the Leased
       Premises is located,  in an amount  reasonably  determined  by Tenant and
       containing  such  endorsements  available  in such state as Tenant  shall
       reasonably   designate,   written  by  Stewart  Title  Guaranty  Company,
       committing  to insure as of the date of recording of a memorandum of this
       Lease that the condition  and state of the title to the leasehold  estate
       created hereunder is in accordance with clauses (i) and (ii) of paragraph
       (A) of this Article. The acceptance of such commitment or resulting title
       policy by Tenant  shall in no way be  construed as a waiver of, or in any
       way be deemed to impair,  Landlord's  representations  and warranties set
       forth in paragraph (A) of this Article.  By executing this Lease,  Tenant
       shall be deemed to have  approved  and  accepted  the  status of title as
       reflected in such title commitment.
              (C) Change of  Ownership.  Subject to  Tenant's  rights  under the
       Article  captioned  "Right  of First  Refusal  to  Purchase  by  Tenant,"
       Landlord shall promptly notify Tenant in


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<PAGE>

       writing of any change in the ownership of the Leased Premises, giving the
       name and address of the new owner and instructions  regarding the payment
       of rent.  In the event of any change in or  transfer of title of Landlord
       in and to the Leased Premises or any part thereof,  whether  voluntary or
       involuntary,  or by act of Landlord or by operation  of any Laws,  Tenant
       shall have the right to pay Annual Fixed Rent or other charges thereafter
       accruing to the party to which Tenant was making  payments  prior to such
       change in title until (i) Tenant shall have been  notified of such change
       in title and given  satisfactory  proof  thereof (it being hereby  agreed
       that a letter  signed  by both the  prior  owner and the new owner of the
       Leased  Premises  notifying  Tenant of such  transfer and the address for
       rent payment and notice purposes  hereunder shall be deemed  satisfactory
       proof of such change in title), and (ii) such new owner shall execute and
       deliver an agreement,  in recordable form, whereby such new owner assumes
       and agrees with Tenant to discharge  all obliga  tions of Landlord  under
       this Lease.
        7.    Use of Premises.
              (A) During Initial Ten Years.  During the period  commencing  with
       the  Lease  Commencement  Date  and  ending  on the day  before  the 10th
       anniversary of the Lease Commencement  Date,  Tenant's Facility shall not
       be used except (i) primarily as a theatre and auditorium for presentation
       of motion pictures,  telecasts and other audio-visual presentations,  and
       for meetings and other public  presentations and entertainment;  (ii) for
       the incidental  operation  therein of games and other  amusement  devices
       (electronic or otherwise);  (iii) for the incidental  retail sale therein
       of food,  beverages and  refreshments;  (iv) for the  incidental  sale or
       rental (or both) of video  cassettes  and discs;  (v) for the  incidental
       sale of records,  compact  discs,  books,  magazines,  toys and novelties
       related to


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<PAGE>

       the movie industry;  (vi) for the incidental sale of other goods,  wares,
       merchandise and services;  and (vii) such other incidental lawful retail,
       service or entertainment purpose(s) which are not specifically prohibited
       under this Lease. Notwithstanding anything to the contrary herein, Tenant
       shall not have the right to use the Leased Premises, or any part thereof,
       for any use or purpose  which is not  permitted by, or which results in a
       violation of, any agreement,  covenant or restriction to which the Leased
       Premises is subject as of the date of this Lease,  or any Ground Lease or
       REA applicable to the Leased Premises.
              (B) After Initial Ten Years. Following the 10th anniversary of the
       Lease Commencement Date,  Tenant's Facility,  if used at all, may be used
       for any lawful  purpose(s),  provided that Tenant must obtain  Landlord's
       prior  approval  if such use would have the  effect of  causing  all or a
       portion of the amount  received or accrued by  Landlord  pursuant to this
       Lease to be treated as other than "rents from real  property"  within the
       meaning of Section  856(d) of the Code.  Notwithstanding  anything to the
       contrary  herein,  Tenant  shall  not  have the  right to use the  Leased
       Premises,  or any  part  thereof,  for any use or  purpose  which  is not
       permitted by, or which results in a violation of, any agreement, covenant
       or restriction to which the Leased  Premises is subject as of the date of
       this Lease, or any Ground Lease or REA applicable to the Leased Premises,
       [see page 13A for continuation]
              (C) Landlord Assistance.  Landlord agrees to execute, without cost
       to Landlord, such customary applications,  consents and other instruments
       as shall be required by Governmental  Authorities to permit the operation
       of  Tenant's  Facility  as  permitted  by  this  Lease,  so  long as such
       applications,  consents  or other  instruments  do not  impose or subject
       Landlord to any  liability  or claim,  and Tenant  hereby  covenants  and
       agrees to indemnify and hold  harmless  Landlord from and against any and
       all claims, costs, demands,


                                                       13

<PAGE>

       losses or  liabilities  (including  attorneys'  fees) which  Landlord may
       suffer  or  incur  by  reason  of   Landlord's   execution  of  any  such
       applications,  consents or other instruments as Tenant may request. If at
       any time any claims, costs,  demands,  losses or liabilities are asserted
       against   Landlord  by  reason  of  Landlord's   execution  of  any  such
       applications, consents or other instruments as Tenant may request, Tenant
       will,  upon written  notice from Landlord  given in  accordance  with the
       provisions  hereof,  defend any such claims,  costs,  demands,  losses or
       liabilities  at  Tenant's  sole cost and  expense by  counsel  reasonably
       acceptable to Landlord and Tenant. The provisions of this paragraph shall
       not be  construed  as limiting  the  representations  and  warranties  of
       Landlord set forth in paragraph (A) of the Article captioned "Covenant of
       Title; Authority and Quiet Possession; Transfer of Title."

     (D) Certain  Limitations.  The obligations of Tenant under this Article are
subject to the  provisions of paragraph (C) of the Article  captioned  "Tenant's
Covenant to Operate."

        8.    Subletting and Assigning.
              (A)  After  Operating   Covenant.   At  any  time  after  the  5th
       anniversary of the Lease  Commencement Date, Tenant shall have the right,
       without  Landlord's  consent,  to assign  this Lease or sublet all or any
       part of the Leased Premises once or more often;  provided,  however, that
       (i) each sublease or assignment  shall be made subject and subordinate to
       the  provisions  of this Lease;  (ii) the  sublessee of all of the Leased
       Premises or assignee, by written instrument, duly executed,  acknowledged
       and delivered to Landlord, shall assume all of Tenant's Obligations under
       this Lease; and (iii) no sublease or assignment shall


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<PAGE>

       impose any  obligations on Landlord or modify or limit any power or right
       of Landlord  under this Lease except as may be set forth in paragraph (E)
       hereof.
              (B)  Continuation  of Liability.  If Tenant  assigns this Lease or
       sublets all or any part of the Leased Premises,  Tenant shall, subject to
       the  provisions  of  paragraph  (C) of this  Article,  remain  liable and
       responsible  under  this  Lease  and  Tenant's  Parent,  subject  to such
       provisions,  shall remain  liable as  guarantor of Tenant's  obligations;
       PROVIDED HOWEVER,  in the case of an assignment or sublease of all of the
       Leased  Premises,  if this Lease shall  continue in effect after the last
       day of the initial  fixed term hereof or any  renewal  term during  which
       such assignment or sublease occurs and if the assignee or sublessee shall
       have assumed in writing the  performance of the covenants and obligations
       of Tenant hereunder,  Tenant (and Tenant's Parent) shall not be liable or
       responsible  to  Landlord  for  any  default  or  nonperformance  by such
       assignee or sublessee as tenant hereunder  arising or occurring after the
       last day of the initial  term hereof or of the renewal  term during which
       such assignment or subletting occurs.
              (C) Release of  Liability.  Tenant  shall be released and relieved
       from further  liability  under this Lease (and  Tenant's  Parent shall be
       released and relieved  from its  guaranty of Tenant's  obligations  under
       this Lease) if an  assignment  is made after the 5th  anniversary  of the
       Lease Commencement Date and (i) the assignee, by written instrument, duly
       executed  and  acknowledged  and  delivered  to  Landlord,   assumes  and
       covenants  and agrees with  Landlord to perform all the terms,  covenants
       and  conditions  of this Lease  which by the terms  hereof are binding on
       Tenant  from and  after  such  transfer  and (ii) such  assignee  (or the
       guarantor of such assignee's  obligations under this Lease) has as of the
       end of the  fiscal  quarter  preceding  the month  during  which any such
       assignment becomes effective or subsequently  attains a book net worth of
       not less than $100,000,000.00, as demonstrated


                                                       15

<PAGE>

       to  Landlord's   reasonable   satisfaction  (e.g.  by  audited  financial
       statements  or the  delivery  of a 10-Q  report,  in the case of a public
       company).  If Tenant  wishes to assign this Lease or sublease  the entire
       Leased  Premises at any time during the term of this Lease to an assignee
       or  sublessee  which does not have,  as of the end of the fiscal  quarter
       preceding  the month during  which such  assignment  or sublease  becomes
       effective,  a book  net  worth of  $100,000,000.00,  as  demonstrated  to
       Landlord's reasonable satisfaction (e.g., by audited financial statements
       or the delivery of a 10-Q report, in the case of a public company),  then
       Tenant shall have the right to make such  assignment or sublease,  but in
       such event such  assignee or  sublessee  shall have no further  rights to
       extend or renew  under  Article 23 of this  Lease,  and this Lease  shall
       terminate as of the end of the then current term without further right of
       Tenant  to  extend  or  renew;  PROVIDED,  HOWEVER,  that  the  foregoing
       provision shall be of no force and effect, and such assignee or sublessee
       shall  continue to have the right to extend or renew this Lease  pursuant
       to the  provisions  of Article 23, upon an assignment or subletting to an
       assignee or  sublessee  which does not have,  as of the end of the fiscal
       quarter  preceding  the month  during which such  assignment  or sublease
       becomes  effective,  a book net  worth of  $100,000,000.00,  if Tenant or
       Tenant's  Parent agree,  at the time such assignment or sublease is made,
       to remain liable  hereunder,  and under the guaranty by Tenant's  Parent,
       respectively, in a manner reasonably satisfactory to Landlord.
              (D)  Four-Wall  Deals.  Anything  in this  Lease  to the  contrary
       notwithstanding, Tenant shall have the right, without Landlord's consent,
       once or more often,  to enter into  so-called  "four-wall"  deals whereby
       Tenant's  Facility or any part  thereof is permitted to be used by others
       on a limited engagement basis for any use permitted to be made thereof by
       Tenant.


                                                       16

<PAGE>

              (E) Other Actions Require Consent. Except as otherwise provided in
       this  Article and in  paragraph  (C) of the Article  captioned  "Tenant's
       Covenant to  Operate,"  Tenant  shall not assign this Lease or sublet the
       Leased  Premises in whole or in part  without  the  consent of  Landlord,
       which consent Landlord agrees not to unreasonably withhold or delay.
              (F) Default Notices After  Assignment;  New Lease  Provisions.  If
       Tenant  assigns this Lease and remains liable  hereunder,  then Landlord,
       when giving notice to said assignee or any future  assignee in respect of
       any  default,  shall  also  serve  a copy of such  notice  in the  manner
       provided  herein upon the original  tenant named in this Lease,  American
       Multi-Cinema,  Inc.  ("the  Original  Tenant"),  and no notice of default
       shall be effective  until a copy thereof is served to the Original Tenant
       in the manner provided herein.  The Original Tenant,  at its sole option,
       shall have the same  period  after  receipt  of such  notice to cure such
       default as is given to Tenant  under this Lease.  If because of a default
       of an  assignee  after an  assignment  of this Lease (i) this Lease shall
       terminate,  or (ii) this Lease and the term hereof ceases and expires, or
       (iii) an assignee's possession of the Leased Premises shall be terminated
       without  termination of this Lease (Landlord hereby agreeing to terminate
       this Lease upon the Original Tenant and Landlord executing a new lease if
       Original  Tenant  exercises its option to become the tenant  thereunder),
       then in any of such events  Landlord  shall  promptly  give the  Original
       Tenant notice thereof,  and the Original Tenant shall have the option, to
       be exercised by notice to Landlord  given within 30 days after receipt by
       the Original Tenant of Landlord's  notice, to cure any default and become
       Tenant  under a new lease  for the  remainder  of the term of this  Lease
       (including any renewal periods) upon all of the same terms and conditions
       as then remain under this


                                                       17

<PAGE>

       Lease as it may have been  amended  by  agreement  between  Landlord  and
       Original  Tenant.  If any default of an assignee  is  incapable  of being
       cured by the Original Tenant,  then  notwithstanding  the failure to cure
       same, the Original Tenant shall have the foregoing option to enter into a
       new lease.  Such new lease shall  commence on the date of  termination of
       this Lease.  Notwithstanding  the foregoing,  if Landlord delivers to the
       Original  Tenant,  together with Landlord's  notice,  a release as to all
       liability  under this Lease as theretofore  amended,  the Original Tenant
       shall not have the foregoing option.
              (G) Subletting to Concessionaires.  Tenant may, without Landlord's
       prior   approval,   sublease   portions   of  the  Leased   Premises   to
       concessionaires  or licensees  to: (i) operate  games or other  amusement
       devices;  (ii) sell food, beverages and refreshments;  (iii) sell or rent
       video  cassettes and discs;  (iv) sell  records,  compact  discs,  books,
       magazines, toys and novelties related to the movie industry; and (v) sell
       other goods, wares,  merchandise and services customarily associated with
       or incidental to the  operation of each  Property.  Each sublease will be
       subject and  subordinate  to the provisions of this Lease relating to the
       Leased  Premises.  The  sublease  will not  affect or  reduce  any of the
       obligations  of Tenant,  or  Tenant's  Parent as  guarantor  of  Tenant's
       obligations,   under  this  Lease,  nor  will  the  sublease  impose  any
       additional obligations on Landlord. Tenant will, within 10 days after the
       execution  and  delivery of any  sublease,  deliver a duplicate  original
       thereof to Landlord.  Notwithstanding  the foregoing,  without Landlord's
       prior written approval Tenant shall not enter into any sublease,  license
       agreement or other arrangement which would have the effect of causing any
       portion of the amount received or accrued, directly or indirectly, by the
       Landlord  under this Lease to be treated as other than  "rents  from real
       property" within the meaning of Paragraph 856(d) of the Code.


                                                       18

<PAGE>

       Notwithstanding  anything  to the  contrary  herein  and  subject  to the
       provisions  and  exclusions  of Section  1(B)(4) to the Rent and  Expense
       Rider, if Tenant shall sublease any portion of the Leased Premises to any
       concessionaire(s) or licensee(s) and either (A) such concessionaire(s) or
       licensee(s)  are Affiliates of Tenant,  or (B) the Gross Receipts of such
       concessionaire(s)  or  licensee(s)  equal  or  exceed  10% of  the  Gross
       Receipts  of Tenant in any Lease Year,  then the total Gross  Receipts of
       such concessionaire(s) or licensee(s) shall be included in Tenant's Gross
       Receipts  for the  purpose  of  determining  the Annual  Percentage  Rent
       payable by Tenant for such Lease  Year.  If Tenant  shall  enter into any
       subleases   of   any   portion   of  the   Leased   Premises   with   any
       concessionaire(s) or licensee(s),  Tenant shall notify Landlord if any of
       such  concessionaire(s)  or  licensee(s)  are  Affiliates of Tenant,  and
       Tenant  shall  obtain from such  concessionaire(s)  or  licensee(s),  and
       submit to  Landlord,  all  information  necessary  to permit  Landlord to
       determine the Gross Receipts of such concessionaire(s) or licensee(s).
              (H) Assignment of Rights in Sublease.  As security for performance
       of its obligations  under this Lease,  Tenant hereby grants,  conveys and
       assigns to Landlord all right, title and interest of Tenant in and to all
       subleases now in existence or hereinafter  entered into for any or all of
       the Leased  Premises,  and all  extensions,  modifications  and  renewals
       thereof and all rents,  issues and  profits  therefrom.  Landlord  hereby
       grants to Tenant a license to collect  and enjoy all rents and other sums
       of money  payable  under  any  sublease  of any of the  Leased  Premises;
       provided,  however,  that Landlord  shall have the absolute  right at any
       time after the  occurrence  and  continuance  of an event of default  and
       Tenant's  failure to timely  cure or  commence to cure the same as herein
       provided, upon notice to Tenant and any subtenants to revoke said license
       and to collect such rents and


                                                       19

<PAGE>

       sums of money and to retain  the same.  Tenant  shall not (i)  accept any
       rents  (other  than  customary  security  deposits)  more than 30 days in
       advance of the accrual  thereof nor (ii) permit  anything to be done, the
       doing of which, nor omit or refrain from doing anything,  the omission of
       which, will or could be a breach of or default in the terms of any of the
       subleases.
              (I) REIT  Limitations.  Anything  contained  in this  Lease to the
       contrary notwithstanding, Tenant shall not: (i) sublet or assign or enter
       into other arrangements such that the amounts to be paid by the sublessee
       or assignee thereunder would be based, in whole or in part, on the income
       or  profits  derived  by the  business  activities  of the  sublessee  or
       assignee;  (ii) sublet or assign the Leased Premises or this Lease to any
       tenant in which  Landlord  owns,  directly  or  indirectly  (by  applying
       constructive  ownership  rules set forth in  Paragraph  856(d)(5)  of the
       Code),  a  10%  or  greater   interest  within  the  meaning  of  Section
       856(d)(2)(B)  of the Code; or (iii) sublet or assign the Leased  Premises
       or this Lease in any other manner or otherwise  derive any income without
       the prior written  consent of Landlord which  subletting  could cause any
       portion of the amounts  received  by  Landlord  pursuant to this Lease or
       received  indirectly  by  Landlord  pursuant  to any  sublease to fail to
       qualify as "rents from real  property"  within the  meaning of  Paragraph
       856(d) of the Code,  or which  could cause any other  income  received by
       Landlord to fail to qualify as income described in Paragraph 856(c)(2) of
       the Code.  The  requirements  of this subpart (I) shall likewise apply to
       any further subleasing by any subtenant.
              (J) Licenses,  Etc. For purposes of this Article,  subleases shall
       be deemed to include any licenses,  concession  arrangements,  management
       contracts or other arrangements  relating to the possession or use of all
       or any part of the Leased Premises.


                                                       20

<PAGE>

        9.    Continued Possession of Tenant.
                  Any holding  over after the last day of any  extension  of the
term  hereof,  or after the last day of the  initial  fixed term  hereof if this
Lease is not extended,  shall be construed to be a monthly tenancy, on the terms
herein  set  forth,  terminable  by either  party on not less  than one  month's
notice.
       10.    Fixtures.
              (A) Any and all trade fixtures and equipment,  signs,  appliances,
       furniture and other personal property of any nature installed in Tenant's
       Facility on the  Commencement  Date or at any time  thereafter by Tenant,
       including  lighting  fixtures,  concession stands and related  equipment,
       acoustical  wall  panels,  projection  and  sound  equipment,  seats  and
       satellite dishes,  if installed (all of the foregoing being  collectively
       referred  to in this Lease as  "Tenant's  Property"),  shall not become a
       part of the realty and may be removed from Tenant's Facility by Tenant at
       any time during the term  hereof or within 30 days after the  termination
       of the term hereof.  Landlord  hereby  waives any and all liens,  claims,
       demands  or  rights,  including  rights  of  levy,  execution,  sale  and
       distraint  for unpaid rent,  or any other  right,  interest or lien which
       Landlord has or may hereafter acquire in any of Tenant's Property.
              (B) Tenant  shall have the right to finance  the  acquisition  and
       installation  of  Tenant's  Property  (by  granting a  security  interest
       therein or entering into an equipment lease therefor),  and in connection
       therewith,  Landlord  agrees to  execute  and to cause the  holder of any
       Mortgage  to  execute  and  deliver a  standard  form of  landlord's  and
       mortgagee's waiver and all other documents in standard form as reasonably
       required by such lessor of


                                                       21

<PAGE>

       or holder of a security  interest  in Tenant's  Property to confirm  such
       entity's ownership of and/or security interest in said Tenant's Property.
       11.    Utilities.
              (A) Tenant  shall pay all  charges  for gas,  electricity,  water,
       sewer  service  and other  utilities  used in Tenant's  Facility  and the
       Leased  Premises  during  the  term  hereof,  all  such  utilities  to be
       separately  metered  and to be  obtained  by Tenant  from the  applicable
       utility company.  Tenant also shall be solely responsible for the payment
       of any  connection,  tap,  hookup or other fee(s) imposed by Governmental
       Authority  or by any utility  company to extend  and/or  connect  utility
       service to the Leased Premises.
              (B) Tenant  shall,  at  Tenant's  expense,  furnish,  install  and
       maintain  in  good  condition  and  repair,  (i) to  points  in  Tenant's
       Facility,  all storm and sanitary sewers, and all gas, water,  telephone,
       electrical facilities and other utilities of such size and type as may be
       required to provide adequate service for the Leased Premises, and (ii) to
       Tenant's  Pylon,  electrical  facilities  of such size and type as may be
       required to adequately  service  Tenant's  Pylon.  12.  Governmental  and
       Ground Lease Compliance.
              (A)  Tenant  Responsibilities  Generally.  Except as  provided  in
       paragraph  (C) of this  Article,  Tenant shall comply with all Laws which
       affect the Leased Premises and Tenant's  Facility located thereon and the
       use and  occupancy  thereof.  Tenant  may,  at its  expense,  contest the
       validity or applicability  of any governmental  requirements and postpone
       or delay compliance therewith (in whole or in part) pending resolution of
       such contest.  If Tenant receives  written notice of any violation of any
       governmental


                                                       22

<PAGE>

       requirements applicable to the Leased Premises,  Tenant shall give prompt
       notice thereto to Landlord.
              (B)  Parties'  Environmental  Knowledge.  Landlord and Tenant each
       warrants and  represents to the other that to its actual  knowledge  and,
       except as otherwise  disclosed in the Environmental  Report  (hereinafter
       defined) (i) no release,  leak, discharge,  spill,  storage,  disposal or
       emission of "Hazardous Substances" (hereinafter defined) has occurred in,
       on or under the Leased Premises,  and that the Leased Premises,  are free
       of  Hazardous  Substances  as of  the  date  hereof,  (ii)  there  are no
       underground storage tanks under or adjacent to the Leased Premises, (iii)
       there has not been any  notice of  intent  to sue,  notice of  violation,
       citation,  warning or similar  notification  under any federal,  state or
       local  environmental  law or regulation  regarding the Leased Premises or
       arising  out of  operations  on the Leased  Premises,  and (iv) it is not
       aware of any  investigation  or  inquiry  by any  Governmental  Authority
       concerning  the Entire  Premises  or the  operations  thereon;  PROVIDED,
       HOWEVER, Tenant hereby acknowledges and agrees that (i) it has received a
       copy of an  environmental  assessment  prepared  by Garner &  Associates,
       Inc., respecting the Leased Premises (the "Environmental Report"), Tenant
       is fully aware of the contents of the  Environmental  Report,  and Tenant
       accepts  the  Leased  Premises  subject  to all  matters  and  conditions
       disclosed in the Environmental  Report,  (ii) Landlord has not undertaken
       any investigation or inquiry with respect to environmental aspects of the
       Leased Premises other than the Environmental  Report,  and the warranties
       and  representations  of  Landlord  set forth in this  section  are based
       solely  upon the  contents  of the  Environmental  Report  and any actual
       knowledge, and (iii) the representations and warranties contained in this
       section are subject to the matters and conditions disclosed in


                                                       23

<PAGE>

       the  Environmental  Report,  and  Landlord  shall  not be deemed to be in
       breach of the warranties and representations contained in this section to
       the extent  that the matter or  conditions  which  would  otherwise  be a
       breach  of  such  warranties  and  representations  is  disclosed  in the
       Environmental Report.
              (C) Landlord's Environmental Responsibilities.  During the term of
       this Lease, Landlord shall not cause any Hazardous Substances to be used,
       stored,  generated or disposed of  (collectively  "Used") on, in or under
       the Leased Premises by Landlord or its agents, employees,  contractors or
       anyone (other than Tenant) claiming by through or under Landlord,  except
       for those Hazardous Substances which may lawfully be Used in the ordinary
       course of business in the  operation of such  properties  or which may be
       reasonably  required in performing the obligations of Landlord under this
       Lease,  and then  only to the  extent  no Laws in effect at such time are
       violated by Landlord.
              (D) Tenant's Environmental  Responsibilities.  During the terms of
       this Lease, Tenant shall not cause or permit any Hazardous  Substances to
       be Used on, in or under the Leased Premises by Tenant,  Tenant's  agents,
       employees,  contractors  or anyone  claiming by, through or under Tenant,
       except in the  ordinary  course of business in the  operation of Tenant's
       business  as  permitted  by  Article 7 of this  Lease,  or as  reasonably
       required in performing the  obligations  of Tenant under this Lease,  and
       then only to the  extent no Laws in effect at such time are  violated  by
       Tenant.
              (E) Environmental  Indemnities.  Each party ("Indemnifying Party")
       shall indemnify and save the other party  ("Indemnified  Party") harmless
       from any and all claims of third parties,  and damages,  costs and losses
       owing to third parties or suffered by Indemnified Party,  including court
       costs, reasonable attorneys' fees and consultants' fees,


                                                       24

<PAGE>

       arising during or after the term and  reasonably  incurred or suffered by
       the  Indemnified  Party as a  result  of any  default  or  breach  of any
       representation,  warranty or covenant  made by  Indemnifying  Party under
       paragraphs  (A) through (D) of this  Article.  It is a condition  of this
       indemnification  and save  harmless  that the  Indemnifying  Party  shall
       receive notice of any such claim against the  Indemnified  Party promptly
       after  Indemnified Party first has knowledge  thereof,  but no failure by
       the Indemnified  Party to promptly notify the  Indemnifying  Party of any
       such claim  shall  adversely  affect  the  Indemnified  Party's  right to
       indemnification  except  (and only to the extent)  that the  Indemnifying
       Party can prove  prejudice  as a result of the failure to receive  prompt
       notice. This indemnification and save harmless includes any and all costs
       reasonably incurred by the Indemnified Party after notice to Indemnifying
       Party for any  cleanup,  removal or  restoration  mandated  by any public
       official acting lawfully under Law if Indemnifying Party shall not timely
       perform such work.
              (F) Definition.  As used herein,  "Hazardous  Substance" means any
       substance that is toxic, radioactive,  ignitable,  flammable,  explosive,
       reactive or corrosive and that is, in the form,  quantity,  condition and
       location  then  found  upon or  under  the  Leased  Premises  and/or  the
       remainder of the Entire  Premises,  as the case may be,  regulated by any
       Governmental  Authority.  "Hazardous  Substance"  includes  any  and  all
       materials  and  substances   that  are  defined  as  "hazardous   waste,"
       "hazardous   chemical,"   "pollutant,"    "contaminant"   or   "hazardous
       substance," in the form, quantity, condition and location then found upon
       the Leased Premises and/or the remainder of the Entire  Premises,  as the
       case may be, pursuant to Laws.  "Hazardous  Substance" includes asbestos,
       polychlorinated biphenyls and petroleum.


                                                       25

<PAGE>

              (G) Compliance with Ground Lease.  Tenant covenants and agrees (i)
       that this Lease is subject to any Ground Lease pursuant to which Landlord
       has leased to Tenant the Leased Premises and (ii) during the Term of this
       Lease to pay and  perform  when due any and all  obligations  of Landlord
       under and with  respect to any such Ground  Lease and (iii)  Tenant shall
       comply  with and abide by all of the terms and  provisions  of the Ground
       Lease,  whether such terms and  provisions are binding upon the holder of
       the  tenant's  interest  in the  Ground  Lease  or the  Leased  Premises.
       Landlord  agrees to fully  cooperate  with Tenant in the  exercise of any
       rights or remedies  pursuant to such Ground  Lease the  exercise of which
       Tenant  believes  is  necessary  or  prudent  with  respect to the Leased
       Premises.  Tenant  hereby  covenants  and  agrees to  indemnify  and hold
       harmless  Landlord from and against any and all claims,  costs,  demands,
       losses or  liabilities  (including  attorney's  fees) which  Landlord may
       suffer or incur by reason of any failure by Tenant to pay and perform all
       of the terms of, or any  violation  of or  noncompliance  with any of the
       covenants and  agreements  contained in, the Ground Lease,  regardless of
       whether  such  provisions  are  binding  upon the holder of the  tenant's
       interest in the Ground Lease or the Leased  Premises.  If at any time any
       claims,  costs,  demands,  losses or  liabilities  are  asserted  against
       Landlord by reason of any failure by Tenant to pay and perform all of the
       terms of, or any violation of or noncompliance  with any of the covenants
       and agreements contained in, the Ground Lease, regardless of whether such
       provisions  are binding upon the holder of the  tenant's  interest in the
       Ground Lease or the Leased  Premises,  Tenant will,  upon written  notice
       from Landlord given in accordance with the provisions hereof,  defend any
       such claims, costs, demands,  losses or liabilities at Tenant's sole cost
       and expense by counsel reasonably acceptable to Landlord and Tenant.


                                                       26

<PAGE>

              (H) No Amendments to Ground Lease.  During the term of this Lease,
       Landlord shall not, without the prior written consent of Tenant,  modify,
       amend,  terminate or surrender its interest in the Ground Lease,  any REA
       or any other agreement relating to the Leased Premises or Entire Premises
       to which Landlord has any right,  title or interest (and for which Tenant
       has any obligations  hereunder).  With respect to any such  modification,
       amendment,  termination or surrender  prohibited  hereby which materially
       adversely  affects or impairs  Tenant's  operation of its business on the
       Leased  Premises  or Entire  Premises,  or  rights  thereto,  Tenant  may
       withhold its consent in its absolute  discretion  but otherwise  Tenant's
       consent shall not unreasonably be withheld or delayed.
              (I) Landlord Indemnification. Landlord hereby covenants and agrees
       to  indemnify  and hold  harmless  Tenant  from and  against  any and all
       claims, costs, demands, losses or liabilities (including attorney's fees)
       which Landlord may suffer or incur by reason of any violation by Landlord
       of the provisions of Section 12(H) hereof.
              (J)  Survival.  The  provisions  of this Article shall survive the
       expiration or sooner termination of this Lease.
       13.    Maintenance and Repairs.
              (A) Warranty.  Landlord will, so long as no event of default shall
       have occurred and be  continuing,  assign or otherwise  make available to
       the Tenant any and all rights the Landlord may have under any vendor's or
       manufacturer's  warranties  or  undertakings  with  respect to the Leased
       Premises,  BUT  LANDLORD  DOES NOT  WARRANT  OR  REPRESENT  THAT ANY SUCH
       WARRANTIES  OR  UNDERTAKING  ARE OR  WILL BE  AVAILABLE  TO  TENANT,  AND
       LANDLORD SHALL HAVE NO


                                                       27

<PAGE>

       FURTHER OBLIGATIONS OR RESPONSIBILITIES RESPECTING SUCH
       WARRANTIES OR UNDERTAKINGS.
              (B) Maintenance and Repair. Tenant shall pay all costs,  expenses,
       fees and charges  incurred in connection with the use or occupancy of the
       Leased  Premises.  Tenant  shall at all times,  at its own  expense,  and
       subject to  reasonable  wear and tear,  keep the Leased  Premises in good
       operating order,  repair,  condition and appearance.  With respect to the
       Leased  Premises,  the  undertaking  to  maintain  in good  repair  shall
       include, without limitation, all interior and exterior repairs (including
       all replacements of components,  systems or parts which are a part of, or
       are incorporated into, the Leased Premises, or any part thereof), whether
       structural  or  nonstructural,   foreseen  or  unforeseen,   ordinary  or
       extraordinary  and  all  common  area  maintenance   including,   without
       limitation,  removal of dirt, snow, ice,  rubbish and other  obstructions
       and maintenance of sidewalks and landscaping.
              (C) Any Ground Lease  Responsibilities.  Tenant also covenants and
       agrees  during  the term of this  Lease to perform  all  maintenance  and
       repair obligations of Landlord under any Ground Lease.
              (D)  Alterations.  So long  as no  event  of  default  shall  have
       occurred  and  be   continuing,   Tenant  may,  at  its   expense,   make
       nonstructural  additions to and  alterations  to the Leased  Premises and
       shall additionally have the right to install communications  equipment on
       the roof of Tenant's Facility if such equipment is screened from customer
       view in a manner reasonably  acceptable to Landlord without the necessity
       of obtaining  Landlord's consent;  provided,  that upon (i) completion of
       such  additions  or  alterations,  neither the fair  market  value of the
       Leased Premises shall be materially lessened thereby


                                                       28

<PAGE>

       nor the utility or condition of the Leased Premises materially  impaired,
       below the value,  utility or condition thereof  immediately prior to such
       action,  (ii) such additions or alterations  shall not result in a change
       of use of the Leased Premises,  and (iii) such work shall be completed in
       a good and workmanlike manner and in compliance with all applicable legal
       requirements.  Any and all such  additions and  alterations  shall be and
       remain  part of the Leased  Premises  and shall be subject to this Lease.
       Notwithstanding  anything contained herein,  Tenant shall not perform any
       addition  or  alteration  to the  Leased  Premises  which  would  have an
       estimated cost in excess of $500,000,  nor any structural  alterations to
       the Leased Premises,  without the Landlord's prior written consent, which
       consent may be conditioned upon, among other things,  Landlord's approval
       of the plans and  specifications  for such additions and  alterations and
       Tenant's  furnishing of such security as Landlord may reasonably  require
       to protect  Landlord  against  any liens or claims  affecting  the Leased
       Premises as a result of such addition or  alteration,  but otherwise such
       consent shall not be unreasonably withheld or delayed.
              (E) Certain  Limitations.  Notwithstanding  anything  set forth in
       paragraphs  (A),  (B)  and  (C) of  this  Article  to the  contrary,  the
       obligations  of  Tenant  set  forth  therein  shall  be  subject  to  the
       provisions  set  forth in the  Articles  captioned  "Damage  Clause"  and
       "Condemnation and Economic Obsolescence." 14. Damage Clause.
              (A) Insured Damage.  If Tenant's Facility or the Common Facilities
       shall be damaged or destroyed by fire,  casualty or any cause whatsoever,
       either  in whole  or in  part,  which is  insurable  under  the  Required
       Insurance,  and Tenant does not elect to terminate this Lease pursuant to
       the provisions of paragraphs (C) or (E) hereof, Tenant shall with


                                                       29

<PAGE>

       due diligence  remove any resulting  debris and repair and/or rebuild the
       damaged or destroyed  structures  and other  improvements,  including any
       improvements  or  betterments  made by Landlord or Tenant,  in accordance
       with the Final  Plans (to the  extent  then  permitted  by law and to the
       extent  of  available  insurance  proceeds).   Landlord  shall  make  all
       insurance proceeds available as a result of such fire,  casualty or other
       destruction  to Tenant for  restoration.  Tenant shall obtain  Landlord's
       consent  (which  shall not be  unreasonably  withheld  or delayed) to any
       material  deviation from the Final Plans which Tenant is required to make
       to obtain approval from Governmental  Authorities having jurisdiction for
       such  restoration.  Until the  earlier  of (i) the date 90 days after the
       date Tenant's  Facility and the Common  Facilities are repaired,  rebuilt
       and put in good and tenantable order, or (ii) the date Tenant reopens the
       portion(s) of Tenant's Facility so damaged or destroyed, the Annual Fixed
       Rent and other charges  hereby  reserved,  or a fair and just  proportion
       thereof according to the nature and extent of the damage sustained, shall
       be abated,  but only to the extent of any rental  interruption  insurance
       proceeds actually received by Landlord.
              (B)  Uninsured   Damage.   If  Tenant's  Facility  or  the  Common
       Facilities  shall be damaged or  destroyed  by a casualty  not  insurable
       under the Required  Insurance and Tenant does not elect to terminate this
       Lease  pursuant  to the  provisions  of  paragraphs  (C)  or (E)  hereof,
       Landlord shall with due diligence  remove any resulting debris and repair
       and/or   rebuild  the   damaged  or   destroyed   structures   and  other
       improvements,  including any improvements or betterments made by Landlord
       or Tenant, in accordance with the Final Plans, to the extent permitted by
       law.  Until the  earlier of (i) the date 90 days after the date  Tenant's
       Facility and the Common Facilities are repaired,  rebuilt and put in good
       and


                                                       30

<PAGE>

       tenantable  order,  or (ii) the date  Tenant  reopens the  portion(s)  of
       Tenant's Facility so damaged or destroyed the Annual Fixed Rent and other
       charges hereunder, or a just and fair proportion thereof according to the
       nature and extent of the damage sustained,  shall be abated,  but only to
       the  extent  of  any  rental  interruption  insurance  proceeds  actually
       received by Landlord. Landlord shall have the right, in lieu of repairing
       and restoring  the Tenant's  Facility or the Common  Facilities  upon the
       occurrence  of any  casualty  which is not  insurable  under the Required
       Insurance,  to  terminate  this Lease,  effective  as of the date of such
       casualty,  by  written  notice to Tenant  given  within 30 days after the
       occurrence of such casualty; provided, however, such right of termination
       by  Landlord  shall only be  available  to the extent as a result of such
       uninsurable  casualty  all or a portion of Tenant's  facility is rendered
       unsuitable for use as a movie theatre and the cost of  restoration  would
       exceed 50% of the amount it would cost to replace  Tenant's  Facility  in
       its entirety at the time such damage or  destruction  occurred.  Upon any
       such termination, all insurance proceeds (if any) payable with respect to
       the  casualty  to the Leased  Premises  (other  than  insurance  proceeds
       payable with respect to Tenant's Property) shall belong to Landlord.
              (C) Right to Terminate on Certain Damage.  If Tenant's Facility is
       damaged or destroyed  by fire,  casualty or any cause  whatsoever  (other
       than  willful  misconduct  of  Tenant)  to such an  extent  that all or a
       portion thereof is rendered unsuitable for use as a movie theatre and the
       cost of  restoration  would  exceed  50% of the  amount it would  cost to
       replace  Tenant's  Facility  in its  entirety  at the time such damage or
       destruction  occurred,  and if Tenant  has  complied  with its  insurance
       obligations  under this Lease (including  maintaining  insurance  against
       loss of rents by Landlord), Tenant may terminate this Lease


                                                       31

<PAGE>

       by  notice  to  Landlord  given  within  30 days  after  such  damage  or
       destruction. If Tenant elects to terminate this Lease as provided herein,
       Tenant shall pay to Landlord,  as a condition upon the  effectiveness  of
       such  termination,  within 60 days after such notice,  an amount equal to
       all  insurance  proceeds for such damage or  destruction  (except any for
       Tenant's  Property)  together with an amount equal to the difference,  if
       any, between the amount of insurance proceeds turned over to Landlord and
       the net book  value of  Tenant's  Facility  as  accurately  reflected  in
       Landlord's   financial   records  as  of  the  date  of  such  damage  or
       destruction.  Upon the giving of such notice by Tenant to terminate,  and
       Tenant's payment of all amounts provided for hereunder,  this Lease shall
       automatically  terminate  and the  Annual  Fixed  Rent and other  charges
       hereunder shall be equitably adjusted as of the date of such destruction.
       Notwithstanding anything to the contrary herein, if the provisions of any
       Ground  Lease or REA  require  the  restoration  of the  Leased  Premises
       following the occurrence of any damage or destruction  which is insurable
       under the  Required  Insurance or under any  insurance  which is required
       under the  provisions  of such  Ground  Lease or REA,  then in such event
       Tenant  shall not have the right to  terminate  this Lease as provided in
       this Article 14, and in such event  Tenant  shall  proceed to restore the
       Leased Premises in accordance with the  requirements of such Ground Lease
       or REA.
              (D) Effect of Lease  Termination.  If Tenant  elects to  terminate
       this Lease as set forth in paragraph  (C) of this Article and such notice
       of termination is not negated by Landlord as provided in this  paragraph,
       then  this  Lease  shall  terminate  as of the  date  of such  damage  or
       destruction  and the Annual Fixed Rent and other charges  hereunder shall
       be  adjusted  as of the date of  termination.  If  Tenant  so  elects  to
       terminate this Lease as


                                                       32

<PAGE>

       provided in paragraph (C) of this Article,  Landlord  shall  nevertheless
       have the option of negating such notice of  termination  by giving notice
       to Tenant of such negation, which notice, if given at all, shall be given
       within 60 days of Landlord's  receipt of Tenant's  notice of termination.
       If Landlord elects to negate  Tenant's  notice of  termination,  then (i)
       this  Lease  shall  not  terminate,  and (ii)  Landlord  shall,  with due
       diligence,  repair and  restore  Tenant's  Facility  in its  entirety  at
       Landlord's  sole cost and expense.  If Landlord elects to negate Tenant's
       notice of termination  as provided  herein,  then all insurance  proceeds
       payable as a result of such damage or  destruction  (except for  proceeds
       payable with respect to Tenant's  Property)  shall belong to Landlord and
       until  the  earlier  of (i) the  date 90 days  after  the  date  Tenant's
       Facility and the Common Facilities are repaired,  rebuilt and put in good
       and tenantable  order,  or (ii) the date Tenant reopens the portion(s) of
       Tenant's  Facility  so damaged or  destroyed,  the Annual  Fixed Rent and
       other charges hereunder,  or a just and fair proportion thereof according
       to the nature and extent of the damage sustained, shall be abated.
              (E)  Election  Not to  Restore.  Anything  in this  Article to the
       contrary  notwithstanding,  it is agreed that if (i) Tenant's Facility is
       damaged or  destroyed  by fire or other  cause to such an extent that the
       cost of restoration  would exceed 25% of the amount it would have cost to
       replace  Tenant's  Facility  in its  entirety  at the time such damage or
       destruction  occurred,  and (ii) such damage or destruction occurs during
       the last 3 years of the  initial  fixed term  hereof or during the last 2
       years of any Option Period, then either Landlord or Tenant shall have the
       right and option to  terminate  this  Lease by giving the other  party to
       this Lease notice of such election within 30 days after the date on which
       such  damage or  destruction  occurred,  and if such notice is given this
       Lease shall terminate


                                                       33

<PAGE>

       as of the date Tenant vacates Tenant's  Facility,  which date shall be no
       later than 45 days after the giving of such notice,  and the Annual Fixed
       Rent and other  charges  hereunder  shall be adjusted as of the effective
       date of termination;  PROVIDED, HOWEVER, that Tenant shall have the right
       to nullify  any such  notice of  termination  given by Landlord if at the
       time such notice is given an option herein  granted  Tenant to extend the
       term of this Lease for an  additional  period of 5 years or more  remains
       unexercised  and Tenant shall  exercise  such option within 30 days after
       the  receipt of such  notice from  Landlord,  in which  event  Landlord's
       notice of such termination shall be of no force or effect and the parties
       shall perform the  restoration  and other work required of them under the
       terms of this Article.

     (F) Rights to Insurance  Proceeds.  If this Lease is  terminated as in this
Article provided  following damage to or destruction of Tenant's Facility and/or
Tenant's  Property,  the proceeds of all hazard  insurance on Tenant's  Facility
which is  maintained  by Tenant or Landlord  pursuant  to the Article  captioned
"Insurance;  Indemnity;  Waiver of Subrogation and Fire Protection" shall belong
to Landlord,  except insurance proceeds in respect of Tenant's  Property,  which
shall belong to Tenant.

       15.    Insurance, Indemnity, Waiver of Subrogation and Fire Protection
              (A) Property Policy.  During the term hereof,  Tenant shall at its
       expense  except as provided  below,  keep  Tenant's  Facility  (excluding
       foundations,  footings and underground  improvements) insured in the name
       of Tenant with  Landlord as an  additional  insured as its  interests may
       appear  against  damage or  destruction  by fire and the perils  commonly
       covered under a standard policy of fire and extended  coverage  insurance
       (including vandalism and malicious mischief and all physical loss perils)
       and so-called difference in


                                                       34

<PAGE>

       conditions coverage,  as applicable,  to the extent of not less than 100%
       of the full  replacement  cost  thereof.  Such  policy  also shall  cover
       floods, when the Leased Premises are located in whole or in material part
       in a designated flood plain area and earthquake if the Leased Premises is
       located in California (and in other  locations if reasonably  required by
       Landlord  and  designated  on the  Commencement  Date  hereof)  and other
       similar  hazards as may be customary  for  comparable  properties  in the
       area, and such other "additional  coverage"  insurance as Landlord or any
       holder of a Mortgage,  on the Leased  Premises  may  reasonably  require,
       which at the time is usual  and  commonly  obtained  in  connection  with
       properties  similar in type of building size and use to Tenant's Facility
       and located in the geographic area where the Leased Premises are located.
       Landlord agrees that the amounts and coverages  maintained by Tenant with
       respect to the Leased Premises at the Commencement  Date hereof satisfies
       the  requirements  of this  Article  15(A)  as of the  Commencement  Date
       hereof.  Tenant shall be responsible for  determining  that the amount of
       property damage  coverage  maintained with respect to the Leased Premises
       complies  with the  requirements  of this  Lease.  The  proceeds  of such
       insurance in case of loss or damage shall be held in trust and applied on
       account of the  obligation of Tenant to repair and/or  rebuild the Leased
       Premises  pursuant to the Article captioned "Damage Clause" to the extent
       that  such  proceeds  are  required  for  such  purpose,  subject  to any
       conflicting  provision in the Ground Lease or the REA, which  conflicting
       provision (if any) shall control the handling of such insurance proceeds.
       The insurance  required to be carried by Tenant under this  paragraph and
       paragraph  (C) of this  Article  (i)  may be  covered  under a  so-called
       "blanket" policy covering other  operations of Tenant and Affiliates,  so
       long as the amount of coverage available under said "blanket" policy with
       respect to the Leased


                                                       35

<PAGE>

       Premises,  or Tenant's liability under this Lease, at all times meets the
       requirements  set forth in this Lease,  and (ii) shall be  evidenced by a
       certificate   of  insurance   from  Tenant's   insurer.   Such  insurance
       certificate  with respect to property  insurance shall be issued on ACORD
       27 or  equivalent,  and  with  respect  to both  property  insurance  and
       liability  insurance,  in a form  acceptable  to Landlord.  Upon request,
       Tenant  shall  name the  holder  of any  Mortgage  on  Tenant's  Facility
       pursuant to a standard mortgagee, additional insured or loss payee clause
       as such  holder  shall  elect  with  respect  to the  foregoing  property
       insurance, provided such holder agrees with Tenant in writing to disburse
       such insurance proceeds to Tenant for, and periodically during the course
       of,  repair and  restoration  of  Tenant's  Facility as set forth in this
       Lease.
              (B) Liability Insurance;  Tenant Negligence.  Tenant will, subject
       to the  provisions of paragraph  (D) of this Article,  and subject to the
       provisions of paragraph (D) of the Article  captioned  "Governmental  and
       Ground Lease  Compliance,"  indemnify  and save  harmless  Landlord,  its
       officers,  agents and  servants,  from and  against  any and all  claims,
       actions,  liability and expense in connection  with loss of life,  bodily
       injury  and/or  damage  to  property:  (i)  arising  from  or  out of any
       occurrence in, upon or at Tenant's  Facility,  the Leased Premises or the
       occupancy or use by Tenant of Tenant's  Facility,  the Leased Premises or
       any part  thereof,  unless the same is caused by the willful or negligent
       act or omission of Landlord;  or (ii) occasioned wholly or in part by any
       willful or negligent  act or omission of Tenant,  its agents,  employees,
       servants,  subtenants,  lessees  or  concessionaires.  If any  action  or
       proceeding is brought against Landlord, its officers,  agents or servants
       by reason of any of the  aforementioned  causes,  Tenant,  upon receiving
       notice thereof from Landlord,  agrees to defend such action or proceeding
       by adequate


                                                       36

<PAGE>

       counsel  at its own  expense.  Tenant  agrees  to  insure  the  foregoing
       obligation by contractual  endorsement under a commercial  general public
       liability policy (including personal injury and property damage and which
       may be a blanket  policy) to be maintained by Tenant with combined single
       limits of not less than  $10,000,000.00.  To the extent  that Tenant does
       not self-insure,  Tenant shall furnish Landlord certificates of insurance
       from Tenant's insurer evidencing that such insurance is in full force and
       effect  at all  times.  Tenant  shall  cause  Landlord  to be named as an
       additional  insured  as its  interests  may  appear  on all  policies  of
       liability insurance  maintained by Tenant (including excess liability and
       umbrella policies) with respect to the Leased Premises.
              (C) Workers' Compensation  Insurance.  Tenant shall maintain, with
       respect  to  its  operations  and  all  of its  employees  at the  Leased
       Premises,  a policy or policies of workers'  compensation  insurance,  in
       accordance with and in the amounts required by Laws.
              (D)  Liability  Insurance;  Landlord  Negligence.  Landlord  will,
       subject to the  provisions of paragraph (E) of this Article,  and subject
       to the provisions of paragraph (D) of the Article captioned "Governmental
       and Ground Lease  Compliance,"  indemnify and save harmless  Tenant,  its
       officers,  agents and  servants,  from and  against  any and all  claims,
       actions,  suits,  judgments,  decrees,  orders,  liability and expense in
       connection  with loss of life,  bodily  injury  and/or damage to property
       occasioned  wholly or in part by any willful or negligent act or omission
       of  Landlord,  its  agents,  employees  or  servants.  If any  action  or
       proceeding is brought against Tenant, its agents or servants by reason of
       any of the aforementioned causes, Landlord, upon receiving written notice
       thereof from Tenant in the manner provided herein,  agrees to defend such
       action or  proceeding  by adequate  counsel at its own expense.  Landlord
       agrees to insure the foregoing obligation by contractual


                                                       37

<PAGE>

       endorsement under a commercial general public liability policy (including
       personal injury and property damage and which may be a blanket policy) to
       be  maintained  by Landlord  (on which  Tenant is named as an  additional
       insured)  with  single  limits of not less than  $5,000,000.00.  Landlord
       shall provide Tenant certificates of insurance from Landlord's insurer on
       ACORD 27 or  equivalent  evidencing  that the insurance so required to be
       maintained by Landlord is in full force and effect at all times. Landlord
       agrees that any policy of insurance  hereunder shall provide that it will
       not  terminate or expire,  or be amended to reduce the amount or scope of
       the coverage provided thereby,  except upon 10 days' prior written notice
       to Tenant.
              (E) Release; Waiver of Subrogation.  Anything in this Lease to the
       contrary  notwithstanding,  it is agreed that each party (the  "Releasing
       Party")  hereby  releases  the  other  (the  "Released  Party")  from any
       liability which the Released Party would,  but for this  paragraph,  have
       had to the Releasing  Party during the term of this Lease  resulting from
       any accident or  occurrence  or casualty (i) which is covered by Tenant's
       Required Insurance  hereunder,  or (ii) which is or would be covered by a
       fire or "all risk" property insurance policy in use in the state in which
       the Leased  Premises is located,  whether or not the  Releasing  Party is
       actually  maintaining such an insurance policy, or (iii) which is covered
       by any other casualty or property  damage  insurance being carried by the
       Releasing Party at the time of such  occurrence,  which casualty may have
       resulted  in whole or in part  from any act or  neglect  of the  Released
       Party, its officers, agents or employees;  PROVIDED, HOWEVER, the release
       hereinabove  set forth shall become  inoperative and null and void if the
       Releasing Party wishes to place such insurance with an insurance  company
       which (y) takes the position that the existence of such release  vitiates
       or would


                                                       38

<PAGE>

       substantially adversely affect any policy so insuring the Releasing Party
       and notice  thereof is given to the Released  Party,  or (z) requires the
       payment of a higher  premium by reason of the  existence of such release,
       unless in the latter case the Released  Party within 20 days after notice
       thereof from the Releasing Party pays such increase in premium.
              (F) Self-Insure; Deductibles; Notice. With respect to the casualty
       and  property  damage  insurance  coverages  to  be  provided  by  Tenant
       hereunder,  Tenant may  reasonably  determine  to  partially  self-insure
       and/or  purchase   insurance   policies  required   hereunder  with  such
       deductibles  as is customary for the risks involved as long as Tenant can
       reasonably demonstrate to Landlord its ability to satisfy such deductible
       or amount of self  insurance.  In no event  shall the amount of  Tenant's
       deductible and self-insurance with respect to the Tenant's Facility (both
       liability  and  property)  exceed  1% of the  consolidated  net  worth of
       Tenant's Parent, as reflected on the most recent audited balance sheet of
       Tenant's  Parent.  Tenant  agrees that each policy of Required  Insurance
       shall  provide  that it will not  terminate  or expire,  or be amended to
       reduce the amount or scope of the coverage provided thereby,  except upon
       10 days' prior written notice to Landlord. 16. Indemnification Generally.
       In addition and subject to the parties' respective
indemnification obligations set forth elsewhere in this Lease including those in
the Article  captioned  "Insurance,  Indemnification,  Waiver of Subrogation and
Fire  Protection",  Tenant agrees to indemnify and save harmless  Landlord,  its
officers,  agents and  servants  from and  against  all  liabilities,  costs and
expenses (including  reasonable  attorneys' fees and expenses) and all actual or
consequential  damages imposed upon or asserted against the Landlord as owner of
the Leased  Premises on account  of, (i) any use,  misuse,  non-use,  condition,
maintenance  or repair by Tenant of the Leased  Premises;  (ii) any  impositions
which are the obligation of Tenant


                                                       39

<PAGE>

to pay pursuant to the applicable provisions of this Lease; (iii) any failure on
the part of Tenant  to  perform  or  comply  with any other of the terms of this
Lease or any sublease;  (iv) liability the Landlord may incur as a result of any
permitted  contest by Tenant  under the Lease;  (v) any  liability  Landlord may
incur or  suffer as a result  of Laws,  including  the ADA  (except  those  Laws
referred to in (vi) below), affecting the Leased Premises; (vi) accident, injury
to or death of any person or damage to property on or about the Leased Premises;
and (vii)  any  liability  Landlord  may incur or suffer as a result of any Laws
relating to the protection of human health or the  environment in respect to the
Leased  Property which  liability  arises as a result of any event or occurrence
when Tenant or any of its  affiliates  was an owner of the Leased  Premises or a
tenant  of the  Leased  Premises  pursuant  to a Ground  Lease or is the  Tenant
hereunder  which does not result  from the  willful  actions  or  negligence  or
omissions of the Landlord or its agents or invitees.  If at any time any claims,
costs, demands, losses or liabilities are asserted against Landlord by reason of
any of the matters as to which Tenant  indemnifies  Landlord  hereunder,  Tenant
will,  upon written notice from Landlord given in accordance  with the provision
hereof,  defend  any such  claims,  costs,  demands,  losses or  liabilities  at
Tenant's  sole cost and expense by counsel  reasonably  acceptable  to Landlord.
Landlord  agrees to  indemnify  and save  harmless,  Tenant from and against all
liabilities,  costs and expenses (including  reasonable attorneys' fees) imposed
upon or  asserted  against  Tenant  as a result  of any  failure  on the part of
Landlord to perform or comply with any of the terms of this Lease.
       17.    Tenant to Pay Taxes.
                  Tenant  shall pay all Taxes  assessed  or charged  against the
Leased Premises or any part thereof as provided in the Rent and Expense Rider.
       18.    Alterations and Tenant's Liens.


                                                       40

<PAGE>

              (A) Title to Tenant's  Alterations.  Subject to the  provisions of
       the Article captioned "Fixtures," any alterations,  changes, improvements
       and  additions  made by Tenant shall  immediately  become the property of
       Landlord and shall be considered a part of Tenant's Facility.
              (B) No Tenant  Liens.  Tenant  shall not  permit  any  mechanic's,
       materialman's  or other similar lien to be foreclosed  against the Leased
       Premises by reason of work, labor,  services or materials performed by or
       furnished  to Tenant or anyone  holding  any part of the Leased  Premises
       under  Tenant.  If any such lien  shall at any time be filed,  Tenant may
       contest  the same in good faith but Tenant  shall,  prior to  foreclosure
       thereof, cause such lien to be released of record by payment, bond, order
       of a court of competent  jurisdiction or otherwise.  Nothing contained in
       this Lease  shall be  construed  as a consent on the part of  Landlord to
       subject Landlord's estate in the Leased Premises to any lien or liability
       under  the lien  laws of the  state  in which  the  Leased  Premises  are
       located. Notwithstanding the foregoing, if any mechanics',  materialmen's
       or other  similar  lien is filed  against  the Leased  Premises,  and the
       amount of such lien claim exceeds $250,000,  then Tenant shall, within 10
       days after the filing  thereof,  provide to Landlord a bond in the amount
       of 125% of the amount of such lien claim,  or other  security  reasonably
       satisfactory to Landlord,  protecting  Landlord from loss or liability by
       reason of such lien.  Tenant hereby covenants and agrees to indemnify and
       hold  harmless  Landlord  from and  against  any and all  claims,  costs,
       demands, losses or liabilities (including attorneys' fees) which Landlord
       may suffer or incur by reason of any such  mechanics',  materialmen's  or
       other similar lien.

     (C) Landlord Elective Improvements. During the term of this Lease, Landlord
shall  not be  required  to build or  rebuild  any  improvements  to the  Leased
Premises or


                                                       41

<PAGE>



       Tenant's  Facility,  or to make any repairs,  replacements,  alterations,
       restorations or renewals  thereto.  In the event that Landlord should, in
       its sole  discretion,  elect to make capital  improvements  to the Leased
       Premises, it may only do so with Tenant's consent,  which may be given or
       withheld in Tenant's sole  discretion,  and it is  understood  and agreed
       that Landlord will  generally  condition any such election on an increase
       in the Annual  Fixed  Rent to reflect  such  expenditures.  19.  Tenant's
       Signs.
              (A) Location and Type. Tenant shall have the right to maintain the
       following  signs  in  accordance  with  and  subject  to  any  applicable
       provisions of the Site Plan, the Ground Lease, the REA and Laws:
                      (1)  Illuminated  signs on the exterior  walls of Tenant's
              Facility and on the theatre canopy or marquee.

     (2) Signs on the interior or exterior of any windows of Tenant's Facility.

     (3) Easel or  placard  signs  within  the lobby  entrance  or on  sidewalks
immediately in front of Tenant's Facility, provided the same do not unreasonably
interfere with pedestrian traffic.

                      (4) Poster cases within the lobby of Tenant's Facility and
              on the exterior walls of Tenant's Facility.

     (5) Illuminated  roadside sign(s) and attraction board ("Tenant's  Pylon").
(B) Design.  The design of all signs presently located on the Leased Premises is
hereby  approved by Landlord  with the design of all future  signs which  Tenant
elects to  construct  pursuant to clauses (1) and (5) of  paragraph  (A) of this
Article  (such present and future signs  referred to as "Tenant's  Signs") to be
subject to Landlord's approval, which


                                                       42

<PAGE>



       Landlord  agrees not to unreasonably  withhold or delay (Landlord  hereby
       approving the Tenant's Signs which are located on the Leased  Premises on
       the Lease  Commencement  Date),  shall  advertise  Tenant's  business  in
       Tenant's  Facility and shall be constructed and maintained in good repair
       at Tenant's expense. Tenant shall pay the cost of electricity consumed in
       illuminating Tenant's Signs.
              (C) Access to Tenant's Pylon. If Tenant's Pylon is located outside
       the Leased  Premises,  Landlord  hereby  grants to Tenant  such  easement
       rights as Landlord may have under any REA,  which shall be appurtenant to
       the Leased Premises, for the purpose of enabling Tenant to have access to
       Tenant's  Pylon, to maintain and service same and to insure the continued
       availability of power thereto.
              (D)  Loss of  Tenant's  Pylon.  If  Tenant  shall be  deprived  of
       Tenant's Pylon as the result of a condemnation,  Landlord shall cooperate
       with  Tenant,  at  Tenant's  cost and  expense,  (a) to make  available a
       mutually agreeable site (and power thereto) for a substitute pylon within
       the Leased  Premises  or any  applicable  Entire  Premises  strategically
       located so as to be visible to automobile  traffic on highways  adjoining
       Leased Premises or any applicable  Entire Premises or at entrances to the
       Entire  Premises,  and (b) to Tenant in  obtaining,  at Tenant's cost and
       expense,  easements  similar to those  described in paragraph (C) of this
       Article  with  respect to the new site.  Nothing  herein  shall  obligate
       Landlord to provide to Tenant,  as the location for Tenant's  Pylon,  any
       portion of the Entire  Premises which Landlord  reasonably  determines to
       have value as a developable parcel for another tenant or purchaser, or to
       restrict Landlord's ability to sell, lease or develop the Entire Premises
       in such manner as Landlord determines to be appropriate.


                                                       43

<PAGE>

              (E)  Protection of Signs  Visibility.  Landlord shall not erect or
       permit  to be  erected  any  sign or  advertising  device  on the roof or
       exterior walls of Tenant's Facility, nor any landscaping,  signs or other
       obstructions  on the  Leased  Premises  which  would  block  the  view of
       Tenant's Pylon from adjoining streets.
              (F) Interior Signs.  Nothing in this Lease shall restrict Tenant's
       unlimited right to maintain signs on the interior of Tenant's Facility.
       20.    Condemnation and Economic Obsolescence.
              (A) In  General.  If any  material  part  of the  Leased  Premises
       (meaning any material  part of the Tenant's  Facility)  shall be taken in
       any  proceeding  by  any   Governmental   Authority  by  condemnation  or
       otherwise,  or be acquired  for public or  quasi-public  purposes,  or be
       conveyed under threat of such taking or acquiring  (which  Landlord shall
       not do without  Tenant's prior consent),  Tenant shall have the option of
       terminating  this Lease by notice to  Landlord  of its  election to do so
       given on or before the date  which is 3 months  after  Tenant  shall have
       been  deprived of  possession  of the  condemned  property,  and upon the
       giving of such notice, this Lease shall  automatically  terminate and the
       Annual Fixed Rent and other charges hereunder shall be adjusted as of the
       date of such notice.  In the event a material part of the Leased Premises
       (meaning  any  material  part of the  Tenant's  Facility) is so taken and
       Tenant elects not to terminate this Lease, or in the event of a taking of
       less than a  material  part of the  Leased  Premises,  this  Lease  shall
       terminate as to the portion of the Leased  Premises so taken,  and Tenant
       shall, to the extent and making use of the  condemnation  award,  restore
       Tenant's Facility to a complete unit as similar as reasonably possible in
       design,  character and quality to the building  which existed before such
       taking.  In the event Tenant's Facility is partially taken and this Lease
       is not


                                                       44

<PAGE>

       terminated,  the Annual Fixed Rent and other charges  thereafter  payable
       hereunder shall be equitably  reduced based on the value to Tenant of the
       remaining  premises.  If Tenant shall perform restoration work under this
       paragraph,  so much of the Annual Fixed Rent and other charges payable by
       Tenant as is fairly  allocable to the space which is to be restored shall
       abate  until  such  restoration  work  shall  have  been  completed.  Any
       restoration  work to be  performed  pursuant to this  paragraph  shall be
       completed in accordance  with plans and  specifications  which shall have
       been  approved  by  Landlord  and  Tenant,   such  approvals  not  to  be
       unreasonably  withheld. In any such proceeding whereby all or part of the
       Leased Premises is taken,  whether or not Tenant elects to terminate this
       Lease,  each party  shall be free to make claim  against  the  condemning
       authority  for the amount of the actual  provable  damage done to each of
       them by such  proceeding.  If the  condemning  authority  shall refuse to
       permit  separate  claims to be made,  then Landlord shall  prosecute with
       counsel reasonably satisfactory to Tenant the claims of both Landlord and
       Tenant,  and the  proceeds  of the award,  after  payment  of  Landlord's
       reasonable costs and attorney's fees incurred in such  proceeding,  shall
       be divided  between  Landlord and Tenant in a fair and equitable  manner;
       provided,  however,  in the event of a condemnation  which results in the
       termination of this Lease, Tenant shall be entitled to its portion of the
       condemnation  award  only so long as the  amount of the award paid to the
       Landlord  is equal  to the net  book  value  of the  property  taken,  as
       reflected  on the  Landlord's  financial  statements  on the  date of the
       condemnation.
              (B) Loss of Parking. If (i) any material part of the parking areas
       serving the Leased Premises,  whether located upon the Leased Premises or
       on a parcel other than the Leased Premises are taken in any proceeding by
       any Governmental Authority, and as a result of


                                                       45

<PAGE>

       such taking (a) the total number of parking  spaces  available for use by
       patrons of the Leased  Premises is reduced by 20% or more, and the number
       of parking  spaces  available  for use by patrons of the Leased  Premises
       does  not  satisfy  the  zoning  requirements  applicable  to the  Leased
       Premises,  taking into  account  the total  parking  requirements  of the
       Shopping  Center  or (b)  by  reason  of  any  such  taking  in  Tenant's
       reasonable  judgment,  Tenant's  ability to conduct its operations on the
       Leased  Premises  is  materially  adversely  affected or (c) any means of
       access to the Leased  Premises  or the parking  areas  serving the Leased
       Premises are terminated, lost or materially altered by reason of any such
       taking,  and such termination,  loss or alteration  results,  in Tenant's
       reasonable  judgment,  in a material adverse effect upon Tenant's use and
       occupancy of the Leased Premises or Tenant's business  operation thereon,
       then in any of such events  Tenant  shall have the option of  terminating
       this Lease by notice to  Landlord  of its  election  to do so given on or
       before the date which is 3 months after the occurrence of such event, and
       this Lease shall automatically terminate 30 days after the giving of such
       notice and the Annual  Fixed Rent and other  charges  hereunder  shall be
       adjusted  as of that date;  provided,  however,  that  Tenant's  right to
       terminate  this Lease  shall be  nullified  if  Landlord  shall (i) on or
       before  the 30th day after the giving of  Tenant's  notice,  give  Tenant
       notice of Landlord's  intention to forthwith provide a substitute parking
       area  contiguous  to the  Leased  Premises  or  Parking  Parcel  and  the
       remaining parking area, which substitute  parking area must be reasonably
       acceptable  to Tenant and be of  comparable  quality and equal in size to
       the area  taken,  and (ii)  within 6 months  after so  notifying  Tenant,
       subject to Force Majeure,  actually provide such substitute  parking area
       and enter into a written  agreement  amending  this Lease to include said
       substitute parking area as part of the parking area with respect to which


                                                       46

<PAGE>

     Tenant is granted  parking  rights  provided  for in the Article  captioned
"Common Facilities."

              (C) Temporary Taking Awards. If by reason of a taking Tenant shall
       be  temporarily  deprived  in  whole  or in part  of the use of  Tenant's
       Facility  or any part  thereof,  the entire  award  made as  compensation
       therefor  shall belong to Tenant,  and there shall be no abatement of the
       Annual Fixed Rent payable hereunder.
              (D) No Taking by Landlord  Action.  Landlord shall not initiate or
       take any action seeking a public or private  taking of Tenant's  Facility
       or of any part of the Leased Premises or any applicable Entire Premises.
              (E)  Economic  Obsolescence.  From and  after  the  expiration  or
       earlier   termination   of   Tenant's   Operating    Covenant,    Tenant,
       notwithstanding  anything  in this  Lease to the  contrary,  may elect to
       terminate  this  Lease  upon  a  determination   by  Tenant,   reasonably
       exercised,  that the Leased Premises have become economically obsolete to
       Tenant due to a change in  circumstances  from those which existed at the
       Commencement Date, including, without limitation,  circumstances relating
       to the  competitive  market or the condition of or  development  (or lack
       thereof)  on  property  adjacent  to or in the  vicinity  of  the  Leased
       Premises.  If said election is made by Tenant, this Lease shall terminate
       90 days from receipt by Landlord of such  election and the  obligation to
       pay Annual Fixed Rent or  Percentage  Rent shall end on such  termination
       date.  In the event of and as a  condition  to such  termination,  Tenant
       shall pay to Landlord the greater of (i) Landlord's net book value of the
       Leased  Premises or (ii) the appraised value of the Leased Premises based
       on the capitalized value of Tenant's remaining rental payments under this
       Lease during the  applicable  Fixed Term or Extended  Term. The appraised
       value shall be determined by an


                                                       47

<PAGE>

       independent  appraiser  mutually  agreeable  to Landlord  and Tenant.  If
       Landlord and Tenant are unable,  within 30 days after Landlord's delivery
       of its  notice  electing  to  terminate  this Lease as  provided  in this
       Section 20(E), to agree upon an appraiser to provide such appraisal, then
       Landlord  and Tenant  shall  each  select an  appraiser,  and the two (2)
       appraisers so selected shall upon an appraiser to provide such valuation.
       All  appraisers   selected  shall,   unless  Landlord  and  Tenant  agree
       otherwise, be members of the American Institute of Appraisers.  21. Other
       Tenancies; REA. If the Leased Premises are a part of a larger Entire
Premises and if there is a reciprocal easement agreement, operating agreement or
similar agreement encumbering and/or benefiting all or any portion of the Entire
Premises (an "REA"), then Landlord hereby agrees with Tenant with respect to the
REA as follows:
              (A) Landlord  will not approve or agree to any  amendments  of the
       REA which materially  derogates the rights granted to Landlord thereunder
       without Tenant's prior consent.
              (B)  Landlord  hereby  agrees to use its  reasonable  efforts,  at
       Tenant's  expense,  to  enforce  the  cross-easement  rights,   operating
       covenants and other rights contained in the REA on Tenant's  behalf,  and
       if Landlord fails to proceed with its best reasonable  efforts to enforce
       said rights on Tenant's  behalf within 30 days after notice  thereof from
       Tenant,  Landlord agrees that Tenant shall have the right to enforce said
       rights  under  the  REA  directly  and in the  name of and on  behalf  of
       Landlord  if  required  (all  at  Landlord's  expense),  Landlord  hereby
       conferring such enforcement rights unto Tenant.
              (C)  Concurrently  with or within 30 days after the  execution  of
       this Lease,  Landlord shall reasonably  cooperate with Tenant at Tenant's
       expense in securing an agreement from


                                                       48

<PAGE>



     the other party or parties to the REA pursuant to which such other  parties
confirm  for the  benefit  of Tenant  that the REA is in full  force and  effect
without default thereunder.

     22.  Common  Facilities.  If the  Leased  Premises  are a part of a  larger
premises and there are Common Facilities  covered by an REA that affect Tenant's
use of the Leased Premises,  Landlord hereby agrees to reasonably cooperate with
Tenant and/or allow Tenant to enforce against any responsible  person or entity,
if any,  at Tenant's  cost and  expense,  any of the rights with  respect to the
Common  Facilities  which Landlord may have under such REA benefiting the Leased
Premises.

       23.    Options to Extend; Right of First Offer to Lease by Tenant.
              (A) Options Periods.  Provided Tenant is not in default under this
       Lease,  Tenant  shall have the right to extend the term of this Lease for
       the Option  Periods  from the date upon  which the term  would  otherwise
       expire upon the same terms and conditions as those herein  specified.  If
       Tenant  elects to exercise  its option for any Option  Period,  it shall,
       subject to the  provisions  of paragraph  (B) of this  Article,  do so by
       giving  Landlord  notice of such  election  at least 6 months  before the
       beginning  of the  Option  Period  for  which  the term  hereof  is to be
       extended by the exercise of such option. If Tenant gives such notice, the
       term of this Lease shall be automatically  extended for the Option Period
       covered by the option so exercised  without  execution of an extension or
       renewal lease.
              (B) Protection Against Forfeiture. It is the intention of Landlord
       and Tenant to avoid  forfeiture  of Tenant's  right to extend the term of
       this Lease under any of the extension  options set forth in paragraph (A)
       of this Article through failure to give notice of exercise thereof within
       the time prescribed.  Accordingly, if Tenant shall fail to give notice of
       exercise of any such option  within the time  prescribed in paragraph (A)
       of this Article,


                                                       49

<PAGE>

       then  the  time to give  such  notice  shall be  deemed  extended  for an
       additional  period  commencing  on the last day on which  such  notice by
       Tenant may be timely given  pursuant to paragraph (A) above and ending 30
       days after the date Landlord  gives Tenant notice of Tenant's  failure to
       exercise such option within the time prescribed.  If Tenant exercises any
       such option after the date prescribed in paragraph (A) above,  but within
       the extended time permitted above, the extended term to which such option
       relates shall commence, or shall be deemed to have commenced, at the time
       it would have  commenced  if such  notice had been given  within the time
       prescribed  in paragraph  (A) above;  otherwise,  any period during which
       Tenant  remains in  possession  after the  expiration  of the term hereby
       created,  or as extended by the exercise of a previous option or options,
       shall be subject to the  provisions of the Article  captioned  "Continued
       Possession  of Tenant." The  foregoing  provisions  of this Section 23(B)
       shall be inoperative,  and the time period for Tenant's  exercise of each
       of its options to renew hereunder shall expire as of that date which is 6
       months prior to the expiration of the then-current  term of this Lease if
       Landlord  shall give Tenant notice of Tenant's  right to renew this Lease
       not  earlier  than 12 months,  and not later than 7 months,  prior to the
       expiration of the then-current term of this Lease.
              (C) Right of First Offer to Lease by Tenant.  Upon the  expiration
       of the Lease Term and  provided  that  Tenant has  exercised  each Option
       Period Option and no event of default then exists  beyond any  applicable
       notice  and  cure  period,  Tenant  shall  have a right  of  first  offer
       ("Tenant's  Right of First Offer to Lease") to lease the Leased  Premises
       upon the same terms and conditions as Landlord, at its election,  intends
       to  offer  to lease  the  Leased  Premises  to a third  party;  provided,
       however,  Tenant's  Right of First Offer to Lease shall only be available
       if Landlord intends to offer to lease the Leased Premises to a


                                                       50

<PAGE>

       third  party for use as a movie  theatre  at a rate less than the  Annual
       Fixed Rent or Percentage Rent then payable under this Lease. Tenant shall
       be entitled to exercise Tenant's Right of First Offer to Lease only if at
       the time of the giving of such notice and at the time of the commencement
       of the  applicable  term no event  of  default  then  exists  beyond  any
       applicable  notice and cure period and only if  Landlord  elects to lease
       the Leased  Premises at the  expiration of the Lease Term.  Not more than
       nine  (9)  months  and not  less  than  three  (3)  months  prior  to the
       expiration of the Lease Term, Landlord shall, if applicable,  give Tenant
       written  notice  of its  intent to lease the  Leased  Premises  and shall
       indicate the terms and conditions  upon which  Landlord  intends to lease
       the Leased Premises.
                  Tenant shall  thereafter  have a period of 20 days to elect by
       unequivocal  written  notice to Landlord to lease the Leased  Premises on
       the same terms and  conditions  as  Landlord  intends to offer to a third
       party;  provided prior to Tenant's  acceptance  Landlord shall retain the
       right to elect not to lease the Leased  Premises by giving Tenant written
       notice  thereof.  If Tenant elects not to lease the Leased  Property then
       Landlord  shall be free to lease the Leased  Premises  to a third  party.
       However, if the base rent for such proposed lease is reduced by five (5%)
       or more as  compared  to the base rent  included in the lease that Tenant
       rejected, then Landlord shall again offer Tenant the right to acquire the
       Leased Premises upon the same terms and conditions,  provided that Tenant
       shall have only 10 days to accept such offer.  Leased Premises as used in
       this Article shall include any  substantial  portion of the entire Leased
       Premises.


                                                       51

<PAGE>

       24.    Common Area Charge.
       If the Leased  Premises  are part of a larger  premises  for which common
area  charges  under an REA are payable for the  operation  and  maintenance  of
Common  Facilities,  Tenant shall pay such charges and perform all of Landlord's
obligations under the REA.
       25.    Other Theatres and Restrictions.
              (A) If at any time during the term hereof a movie  theatre,  other
       than the one operated in Tenant's  Facility,  is open for business within
       the Entire  Premises  or on  premises  which are (i) owned or  controlled
       (directly  or  indirectly)  by  Landlord  or by any officer or partner of
       Landlord,  and (ii) located within 500 feet from any boundary line of the
       Entire Premises,  then in addition to Tenant's other remedies  (including
       injunctive  relief),  the  Annual  Fixed Rent  hereunder  shall be abated
       during the continuance of the operation of such movie theatre, in lieu of
       the Annual  Fixed Rent  otherwise  payable  by Tenant,  Tenant  shall pay
       Landlord an amount equal to the lesser of (i)  Percentage  Rent only,  or
       (ii) the Annual  Fixed Rent  otherwise  payable by Tenant,  reduced by an
       amount equal to the product  obtained by multiplying  the number of seats
       in such other theatre by the quotient  obtained by dividing the amount of
       the  Annual  Fixed  Rent then  payable  under this Lease by the number of
       seats then in Tenant's building.
              (B) Landlord will not use and will use its  reasonable  efforts to
       prevent  any other  tenant from using,  any other  premises or  equipment
       owned or controlled by Landlord and located on the Entire Premises in any
       manner that would result in any noise or vibration  interfering  with the
       acoustics  required  by Tenant in its use of  Tenant's  Building or would
       result in any offensive odors penetrating Tenant's Building.


                                                       52

<PAGE>

              (C) Landlord will not sell or permit to be sold video cassettes or
       discs or any  candy,  popcorn  or other  refreshments  generally  sold in
       theatre  concession  stands  in or from any  premises  owned or leased by
       Landlord located within 150 feet from any wall of Tenant's Facility or in
       or from any part of the  parking  area or other  Common  Facility  on the
       Entire  Premises  owned  or  leased  by  Landlord;   provided,   however,
       notwithstanding  the  foregoing,  there  shall be no  prohibition  on the
       incidental  sale of video  cassettes  or discs or any  candy,  popcorn or
       other  refreshments  generally  sold in  theatre  concession  stands or a
       restaurant use in or from any of the land parcels  adjacent to the Leased
       Premises  acquired by Landlord at or about the Commencement  Date of this
       Lease.  In no event shall  Landlord  lease or permit the occupancy of any
       premises located in the Entire Premises or any out parcel adjacent to the
       Leased  Premises and owned by Landlord for any of the following uses: (a)
       funeral  home;  (b)  bookstore  or  other  establishment  engaged  in the
       business of selling,  exhibiting  or delivering  pornographic  or obscene
       materials;  (c)  so-called  "head shop;" (d) bowling  alley;  (e) skating
       rink; (f) health club or exercise  facility;  or (g) game room or arcade.
       26. No Merchants Association.
                  Tenant shall have no  obligation  to be a member of or pay any
dues or other amounts to any merchants  association  associated  with any larger
Entire Premises of which the Leased Premises may be a part or otherwise,  unless
required to do so under the REA or the Ground Lease.
       27.    Tenant's Covenant to Operate.

     (A) In  General.  So long as  Landlord  shall not be in default  under this
Lease,  Tenant will,  except when prevented from so doing by Force Majeure or by
other causes


                                                       53

<PAGE>



       beyond its reasonable  control (including the unavailability of film) and
       subject  to the provi  sions of the  Article  captioned  "Subletting  and
       Assigning,"  during  Tenant's  Operating  Period,  operate or cause to be
       operated a movie  theatre  complex in Tenant's  Facility  (such  covenant
       being herein called "Tenant's Operating Covenant").  Tenant shall operate
       Tenant's Facility in an efficient and professional manner.
              (B) Tenant's  Right to Control  Operations.  Nothing  contained in
       this Lease or in rules or  regulations  (if any)  promulgated by Landlord
       shall be deemed in any way to (i)  regulate  the manner of  operation  by
       Tenant of its business in Tenant's  Facility and/or the hours and/or days
       of such  operation,  provided that Tenant agrees that it will operate its
       business in the Tenant's  Facility during at least the same general hours
       and days of operation as other theatre operators  operating other similar
       facilities  located within the Metropolitan  Area, or (ii) require Tenant
       to operate more than a majority of its theatre auditoriums, or (iii) give
       Landlord  any  right,   express  or  implied,   of  censorship  over  any
       attractions  exhibited  in  Tenant's  Facility  or over  the  content  of
       Tenant's advertising.

     (C) No Other Operating  Requirements.  Except as  specifically  provided in
paragraph  (A) of this  Article,  Tenant  shall have no  obligation  whatsoever,
either  express or implied,  to at any time  operate or  otherwise  use Tenant's
Facility.

     28. Estoppel Certificate; Attornment and Priority of Lease; Subordination.

              (A) Estoppel Certificates. Each party agrees, within 20 days after
       request by the other party, to execute, acknowledge and deliver to and in
       favor of the  proposed  holder of any Mortgage or purchaser of the Leased
       Premises,  any encumbrance  holder of Tenant or any proposed sublessee of
       Tenant or  assignee  of  Tenant's  interest  in this  Lease,  an estoppel
       certificate  stating: (i) whether this Lease is in full force and effect;
       (ii) whether


                                                       54

<PAGE>

       this Lease has been  modified  or amended  and,  if so,  identifying  and
       describing any such  modification  or amendment;  (iii) the date to which
       rent and any other  charges  have been paid;  and (iv) whether such party
       knows of any  default  on the part of the  other  party or has any  claim
       against the other party and, if so, specifying the nature of such default
       or claim.
              (B)  Attornment  by  Tenant.   Tenant  shall,  in  the  event  any
       proceedings  are brought for the  foreclosure  of, or in the event of the
       exercise of the power of sale under,  any Mortgage  prior in lien to this
       Lease made by Landlord, attorn to the purchaser upon any such foreclosure
       or sale and  recognize  such  purchaser  as  Landlord  under this  Lease,
       provided such purchaser assumes in writing  Landlord's  obligations under
       this Lease.
              (C)  Subordination/Non-Disturbance.  Upon request of the holder of
       any Mortgage,  Tenant will subordinate its rights under this Lease to the
       lien  thereof and to all  advances  made or hereafter to be made upon the
       security  thereof,  and Tenant shall execute,  acknowledge and deliver an
       instrument  effecting  such  subordination;   PROVIDED,   HOWEVER,  as  a
       condition of any such subordination, Landlord shall obtain and deliver to
       Tenant within 20 days after demand by Tenant an agreement,  in recordable
       form,  from the holder of any Mortgage to which this Lease is subordinate
       containing a covenant  binding upon the holder thereof to the effect that
       as long as Tenant shall not be in default under this Lease, or, if Tenant
       is in default  hereunder,  as long as Tenant's  time to cure such default
       has not expired,  this Lease shall not be  terminated  or modified in any
       respect  whatsoever,  nor shall the  rights  of Tenant  hereunder  or its
       occupancy of the Leased Premises be affected in any way by reason of such
       Mortgage  or any  foreclosure  action  or  other  proceeding  that may be
       instituted in connection therewith, and that, except


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<PAGE>

       to the extent  that the holder of such  Mortgage  is required to do so to
       effectively  foreclose  such  Mortgage,  Tenant  shall  not be named as a
       defendant in any such foreclosure action or other proceeding.
              (D) Form of Documents.  Without limiting the foregoing  provisions
       of this  Article,  all  documents  requested  by either party in order to
       effectuate  the provisions of this Article shall be in form and substance
       reasonably satisfactory to the other party to the extent not inconsistent
       with such provisions. 29. Right of First Refusal to Purchase by Tenant.
              (A)  Grant of  Right of First  Offer.  Subject  to the  terms  and
       conditions set forth in this Article 29, Landlord hereby grants to Tenant
       a right of first offer ("First Offer Right")  relating to the Transfer of
       any or all of the Leased  Premises.  If, at any time  during the Right to
       Purchase  Period,  Landlord desires to Transfer all or any portion of the
       Leased Premises (the "Offered Property"), Landlord shall first deliver to
       Tenant  written  notice  (the  "Notice  of  Transfer"),  which  Notice of
       Transfer shall state  Landlord's  desire to Transfer the Offered Property
       and  contain an accurate  description  of the  Offered  Property  and its
       proposed operations.
              (B)  Election to Offer.  (i) If Tenant  elects to make an offer to
       purchase the Offered Property, Tenant shall deliver to Landlord within 60
       days  following  the date the Notice of Transfer  was  received by Tenant
       (the "Offer Date") a written offer (the "Offeree  Offer"),  which Offeree
       Offer  shall  offer to  purchase  the  Offered  Property on the terms and
       conditions,  including  price,  timing and lease  terms (if  applicable),
       specified  therein.  The Offeree Offer shall  disclose all material facts
       relating to the proposed transaction and, at Tenant's option, may include
       a form purchase agreement


                                                       56

<PAGE>

       or lease,  as  applicable.  Each  Offeree  Offer shall be an  irrevocable
       commitment  by Tenant to purchase  the Offered  Property on the terms and
       conditions set forth therein.
                  (ii) If Tenant does not elect to make an offer to purchase the
       Offered  Property  by the  Offer  Date or if  Tenant  makes  an  offer to
       purchase the Offered  Property by the Offer Date and Landlord  elects not
       to Transfer the Offered Property on the terms offered by Tenant, Landlord
       (X) shall be under no  obligation  to Transfer any portion of the Offered
       Property to any person,  unless Landlord so elects, and (Y) may, within a
       period of 6 months from and after the Offer Date, solicit offers relating
       to the Transfer of such Offered Property; provided, however, any Transfer
       of the Property within a period of 6 months from and after the Offer Date
       not on  terms  and  conditions  and at a price  more  favorable  to those
       offered by Tenant shall be subject to the First  Refusal  Right set forth
       in  subparagraph  D of this Article 29. The First Offer Right  granted to
       Tenant under the terms and  conditions of this Article 29 shall revive in
       the event that Landlord fails to Transfer the Offered Property within the
       6 months from and after the Offer Date.
                  (iii)  Notwithstanding  Tenant's election not to make an offer
       to purchase the Offered Property by the Offer Date or Landlord's election
       not to  Transfer  the Offered  Property  on the terms  offered by Tenant,
       Landlord shall be obligated to submit a Grantor Offer to Tenant following
       receipt  of a Bona Fide  Offer from a  Proposed  Transferee  pursuant  to
       paragraph D of this Article 29.
              (C)  Acceptance of Offeree Offer.  If Landlord  elects to Transfer
       the Offered  Property on the terms offered by the Tenant,  Landlord shall
       deliver in writing  its  election to  Transfer  the  Offered  Property to
       Tenant within 30 days following the date


                                                       57

<PAGE>

       the Offeree  Offer was received by Landlord.  Such  communication  shall,
       when taken in conjunction with the Offeree Offer, be deemed to constitute
       a valid,  legally binding and  enforceable  agreement for the Transfer of
       the Offered  Property.  Such  agreement may be evidenced by, but,  unless
       otherwise  agreed,  shall not be  subject  to,  execution  of a  purchase
       agreement or lease, as applicable.
              (D)  Grant of Right of First  Refusal.  Subject  to the  terms and
       conditions set forth in this Article 29, Landlord hereby grants to Tenant
       a right of first refusal ("First Refusal Right") relating to the Transfer
       any or all of the Leased  Premises.  If, at any time  during the Right to
       Purchase Period,  Landlord desires to Transfer any of the Leased Premises
       (the  "Offered  Property")  pursuant to a bona fide offer (the "Bona Fide
       Offer") from a third party (the  "Proposed  Transferee"),  Landlord shall
       first  deliver to Tenant a written  offer (the  "Grantor  Offer"),  which
       Grantor Offer shall offer to Transfer the Offered  Property to the Tenant
       on terms and  conditions,  including  price,  timing and lease  terms (if
       applicable),  not  less  favorable  to the  Tenant  than  the  terms  and
       conditions  which Landlord  proposes to Transfer such Leased  Premises to
       the Proposed Transferee. The Grantor Offer shall disclose the identity of
       the Proposed Transferee,  to the extent known by Landlord,  the person or
       persons,  if any,  that control such Proposed  Transferee,  the terms and
       conditions,  including price, timing and lease terms (if applicable),  of
       the proposed Transfer,  any proposed form purchase agreement or lease and
       any other  material  facts  relating to the  proposed  transaction.  Each
       Grantor  Offer  is an  irrevocable  commitment  by  Landlord  to sell the
       Offered Property on the terms and conditions set forth therein.


                                                       58

<PAGE>

              (E) Confirmation of Bona Fide Offer. The Tenant shall be permitted
       to  confirm  that  the  Bona  Fide  Offer  is firm  and  subject  only to
       conditions  that could  reasonably  be expected to be  satisfied,  by (i)
       review  of the  documents  involved  in such  Bona  Fide  Offer  and (ii)
       requiring  that the  Landlord  cause the  Proposed  Transferee  to submit
       evidence  reasonably  satisfactory  to the Tenant of  financing  for such
       purchase, but only to the extent that the Bona Fide Offer has a financing
       contingency.  If  review  of  such  documents  and of  such  evidence  of
       financing by the Tenant would  violate a  confidentiality  obligation  of
       Landlord to the Proposed Transferee, or of the Proposed Transferee to any
       third  party,   Landlord  shall  designate  a  recognized  accounting  or
       investment banking firm or similar third party reasonably satisfactory to
       the Tenant,  who shall at Tenant's expense (i) certify that the terms set
       forth in the written  documents  are as  described in the Offer or are no
       more favorable to the Proposed Transferee than the terms described in the
       Offer,  and (ii) certify that financing has been obtained,  subject to no
       condition which, in such third party's reasonable judgment,  is likely to
       be  unsatisfied,  or based on the  evidence  provided,  such third  party
       expects that  financing for the sale to the Proposed  Transferee  will be
       obtained.

     (F)  Acceptance  of Grantor  Offer.  (i) If Tenant  elects to purchase  the
Offered  Property  on the terms set forth in the  Grantor  Offer,  Tenant  shall
deliver in writing its  election to  purchase  the Offered  Property to Landlord
within 45 days  following  the date the Grantor Offer was received by the Tenant
(the  "Acceptance  Date"),  but not less than five days prior to the  expiration
date of the Bona Fide Offer, provided such election in any circumstance will not
be due  prior to the  expiration  of 10  business  days  following  the date the
Grantor's Offer was received by Tenant. Such


                                                       59

<PAGE>

       communication shall, when taken in conjunction with the Grantor Offer, be
       deemed to constitute a valid,  legally binding and enforceable  agreement
       for the Transfer of the Leased Premises.  Such agreement may be evidenced
       by, but, unless otherwise agreed, shall not be subject to, execution of a
       purchase agreement or lease, as applicable.
              (G) If Tenant does not elect to purchase  the Offered  Property by
       the  Acceptance  Date,  Landlord  (i)  shall be under  no  obligation  to
       Transfer  any  portion of the  Offered  Property  to any  person,  unless
       Landlord  so elects,  and (ii) may,  within a period of 6 months from and
       after the date the Grantor Offer was received by the Tenant, Transfer the
       Offered Property to any person, including the Proposed Transferee, on the
       terms and conditions equal to or better than that included in the Grantor
       Offer and Landlord shall be under no obligation to submit a Grantor Offer
       to Transfer such Offered Property to the Tenant in connection  therewith.
       The  First  Refusal  Right  granted  to the  Tenant  under  the terms and
       conditions  of this  Article 29 shall  revive in the event that  Landlord
       fails  to  Transfer  the  Offered  Property  within  the 6  month  period
       specified above.
              (H) Due  Diligence.  During  the  periods  following  the date the
       Notice of  Transfer  was  received by Tenant and prior to the Offer Date,
       following  the date the Grantor Offer was received by Tenant and prior to
       the  Acceptance  Date and following any agreement to Transfer a Property,
       Landlord shall provide Tenant access to the Offered  Property,  its books
       and records related thereto and its officers and employees with knowledge
       thereof  during  reasonable  hours  for  purposes  of  conducting  a  due
       diligence   investigation  of  the  Offered  Property  and  its  proposed
       operations.


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<PAGE>



              (I) Closing.  (a) The closing of any Transfer of Offered  Property
       pursuant  to this  Article 29 shall be  determined  by the  Landlord  and
       Tenant (which,  unless otherwise  agreed,  shall be within 90 days of the
       acceptance of any offer hereunder).
              (J) No  Assignment.  The First Refusal Right and First Offer Right
       granted hereby are personal to Tenant,  and, as an inducement to Landlord
       to enter into this Article 29, it is expressly  agreed that Tenant has no
       right,  directly or indirectly,  to assign in whole or in part any rights
       granted by this Article 29, unless such  assignment is to an affiliate of
       Tenant or to a person or entity which has acquired  substantially  all of
       the assets of Tenant. Landlord shall have no obligation or requirement to
       deal with any party  other than  Tenant in all  matters  relating to this
       Article 29. Any purchase  agreement or lease hereunder may be made with a
       subsidiary of Landlord acceptable to Tenant.
              (K) No Broker.  Tenant represents that it has dealt with no broker
       in connection  with the First Refusal Right and First Offer Right granted
       hereby,  and agrees to  indemnify  and hold  Landlord  harmless  from the
       claims of any broker in  connection  with the  transactions  contemplated
       hereby.
              (L) Specific Performance. Landlord and Tenant agree that if any of
       the  provisions of this Article 29 were not performed in accordance  with
       their specific terms or were otherwise breached, irreparable damage would
       occur,  and no adequate  remedy at law would  exist and damages  would be
       difficult  to  determine,  and  that the  Landlord  and  Tenant  shall be
       entitled to specific  performance  hereof  (without  requirement  to post
       bond), in addition to any and all other remedies at law or in equity.


                                                       61

<PAGE>



              (M)   Restriction   on  Exercise  of   Purchase   Refusal   Right.
       Notwithstanding  any other provision of this Article,  Landlord shall not
       be required to Transfer the Leased Premises, or any portion thereof which
       is  a  real  estate  asset  as  defined  in  Paragraph  856(c)(6)(B),  or
       functionally  equivalent successor  provision,  of the Code, to Tenant if
       Landlord's  tax counsel  formally  opines to Landlord and Tenant that the
       Transfer:  (i)  would  be  a  "prohibited  transaction"  under  Paragraph
       857(b)(6)(B)(iii), or functionally equivalent successor provision, of the
       Code,  and  (ii)  does  not  qualify  under  Paragraph  857(b)(6)(C),  or
       functionally  equivalent successor  provision,  of the Code to be treated
       other than as such a prohibited  transaction  for reasons  other than the
       occurrence  of other sales of  property  made by  Landlord  that  prevent
       either of the conditions of clause (iii) of such  Paragraph  857(b)(6)(C)
       from  being  satisfied.  If  Landlord  determines  not to  Transfer  such
       property  pursuant  to the above  sentence,  Tenant's  right,  if any, to
       acquire any or all of such property  shall  continue and be  exercisable,
       upon and subject to all applicable terms and conditions set forth in this
       Lease,  at  such  time  as the  transaction,  in the  opinion  of  either
       Landlord's tax counsel or Tenant's tax counsel,  rendered to Landlord and
       Tenant:  (iii) would not  constitute  a  "prohibited  transaction"  under
       Paragraph 857(b)(6)(B)(iii), or functionally equivalent provision, of the
       Code, or (iv) would constitute such a prohibited transaction and does not
       qualify  under  Paragraph   857(b)(6)(C),   or  functionally   equivalent
       successor  provision,  of the  Code to be  treated  other  than as such a
       prohibited transaction solely because of the occurrence of other sales of
       property  that prevent  either of the  conditions of clause (iii) of such
       Paragraph  857(b)(6)(C) from being satisfied provided,  however,  that no
       legal  opinions  shall be required  in order for Tenant to  exercise  its
       rights hereunder if at any time the


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<PAGE>

       conditions of clause (iii) or (iv) would  manifestly  then be satisfied),
       and until such time Tenant shall lease the Leased Property for the lesser
       of the rent otherwise called for in this Lease or fair market rental.  If
       the Transfer of the Leased Premises is delayed pursuant to this part (B),
       Landlord will use its reasonable  efforts to Transfer the Leased Premises
       to Tenant as soon as such Transfer is permitted  hereunder.  30.  Default
       Clause and Self-Help.
              (A) Tenant Default;  Cure Rights.  If (i) Tenant neglects or fails
       to pay any Annual  Fixed Rent,  Annual  Percentage  Rent or other  charge
       hereunder,   or  under  a  Related  Lease  prior  to  the  Cross  Default
       Termination Date, within 15 days after notice of default,  or (ii) Tenant
       neglects  or fails to  perform  or  observe  any of the other  covenants,
       terms,  provisions  or conditions on its part to be performed or observed
       under this Lease, within 30 days after notice of default (or if more than
       30 days  shall  be  reasonably  required  because  of the  nature  of the
       default,  if Tenant shall fail to proceed diligently to cure such default
       after  such  notice),  or (iii)  Tenant  neglects  or fails to perform or
       observe any obligation pursuant to Tenant's Operating Covenant hereunder,
       or under a Related Lease prior to the Cross Default  Termination Date, or
       (iv) Tenant or Tenant's Parent (a) admits in writing its inability to pay
       its  debts  generally  as  they  become  due,  (b)  commences  any  case,
       proceeding or other action seeking to have an order for relief entered on
       its behalf as debtor or to  adjudicate  it a bankrupt  or  insolvent,  or
       seeking reorganization, arrangement, adjustment, liquidation, dissolution
       or composition  of it or its debts under any federal,  state or local law
       relating to bankruptcy, insolvency,  reorganization or relief of debtors,
       (c) makes an assignment for the benefit of its  creditors,  (d) is unable
       to pay its debts as they mature, (e) seeks or consents to the appointment
       of a receiver of itself or of the


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<PAGE>

       whole or any substantial part of its property, or (f) files a petition or
       answer seeking  reorganization or arrangement under any federal, state or
       local law relating to bankruptcy, insolvency, reorganization or relief of
       debtors; or (v) any case, proceeding or other action is commenced against
       Tenant or  Tenant's  Parent  seeking to have an order for relief  entered
       against it as debtor or to  adjudicate  it a bankrupt  or  insolvent,  or
       seeking reorganization, arrangement, adjustment, liquidation, dissolution
       or composition  of it or its debts under any federal,  state or local law
       relating to bankruptcy, insolvency,  reorganization or relief of debtors,
       or seeking an order or decree appointing,  without the consent of Tenant,
       a receiver of Tenant of the whole or  substantially  all of its property,
       and such case proceeding or other action is not dismissed  within 90 days
       after the commencement  thereof; or (vi) the estate or interest of Tenant
       in the Leased Premises or any part thereof,  or the Leased Premises under
       a Related  Lease prior to the Cross Default  Termination  Date, is levied
       upon or  attached  in any  proceeding  and the  same  is not  vacated  or
       discharged within the later of 90 days after  commencement  thereof or 30
       days after  receipt by Tenant of notice  thereof  from  Landlord  (unless
       Tenant is contesting  such lien or  attachment  in  accordance  with this
       Lease),  then an event of default shall exist  hereunder and Landlord may
       immediately  or at any time  thereafter,  as  permitted by law, (a) enter
       into and upon the Leased Premises and repossess the same as of its former
       estate,  without prejudice to any remedies which Landlord might otherwise
       have for  arrearages  of rent or preceding  breach of covenant,  and upon
       such entry this Lease shall terminate; or (b) remain out of possession of
       the Leased  Premises,  treat the term of this Lease as subsisting  and in
       full force and effect,  in which event Landlord shall have all rights and
       remedies  available  at law,  in  equity  or  hereunder;  or (c)  without
       terminating the term of


                                                       64

<PAGE>

       this  Lease,  reenter the Leased  Premises  and take  possession  thereof
       pursuant to legal  proceedings or pursuant to any notice  provided for by
       law,  and having  elected to reenter  and take  possession  of the Leased
       Premises without  terminating  this Lease,  Landlord shall use reasonable
       diligence  as  Tenant's  agent to relet  the  Leased  Premises,  or parts
       thereof,  for such term or terms and at such  rental  and upon such other
       terms and  conditions as Landlord may deem  advisable,  with the right to
       make alterations and repairs to the Leased Premises,  and no such reentry
       or taking of  possession  of the Leased  Premises  by  Landlord  shall be
       construed as an election on Landlord's part to terminate this Lease,  and
       no such reentry or taking of possession by Landlord  shall relieve Tenant
       of its  obligation  to pay rent and other sums payable  hereunder (at the
       time or times provided herein),  or of any of its other obligations under
       this  Lease,  all of which  shall  survive  such  reentry  or  taking  of
       possession,  and  Tenant  shall  continue  to pay the rent and other sums
       provided  or in this Lease  until the end of the term and  whether or not
       the Leased Premises shall have been relet, less the net proceeds, if any,
       of  any  reletting  of  the  Leased  Premises,  after  deducting  all  of
       Landlord's  expenses in or in connection with such  reletting,  including
       without limitation all repossession costs, brokerage  commissions,  legal
       expenses,  expenses  of  employees,  alterations  costs and  expenses  of
       preparation  for  reletting;  or (d)  exercise  any other right or remedy
       available  to Landlord  at law or in equity or under this  Lease.  Having
       elected  either to remain out of  possession  and treating  this Lease as
       remaining in full force and effect or to reenter or to take possession of
       the Leased  Premises  without  terminating  this Lease,  Landlord may, by
       notice to Tenant given at any time thereafter  while Tenant is in default
       under this Lease,  elect to terminate  this Lease and,  upon such notice,
       this Lease shall  thereupon be terminated.  If in accordance  with any of
       the


                                                       65

<PAGE>

       foregoing  provisions of this Article 30 Landlord shall have the right to
       elect to reenter or take possession of the Leased Premises,  Landlord may
       enter and expel  Tenant and those  claiming  through or under  Tenant and
       remove the property and effects of both or either (forcibly if necessary)
       without  being guilty of any manner of trespass and without  prejudice to
       any  remedies as set forth in this  Article 30 are in addition to and not
       exclusive  of any other right or remedy  provided  herein or at law or in
       equity.  Tenant  covenants  and  agrees,  notwithstanding  any  entry  or
       re-entry by  Landlord,  to pay and be liable for, on the days  originally
       fixed  herein  for the  payment  thereof,  amounts  equal to the  several
       installments  of Annual  Fixed Rent and other  charges  reserved  as such
       amounts  would,  under the terms of this Lease,  become due if this Lease
       had not been  terminated  or if Landlord had not entered or re-entered as
       aforesaid,  and whether the Leased Premises are relet or remain vacant in
       whole or in part  for all or part of the  remainder  of the term  hereof;
       provided,  that if Landlord relets the Leased  Premises,  Tenant shall be
       entitled to a credit for the net  proceeds of any  reletting  as provided
       herein.  Alternatively,  upon such an uncured default by Tenant, Landlord
       may elect as its sole  remedy  to  recover  from  Tenant  the  difference
       between  (i) all rent and other sums that would have been  payable  under
       this Lease  until what would have been the end of the then term  thereof,
       discounted  to present value at 10.5% and (ii) the then fair market value
       of the Leased  Premises.  In all events,  Landlord  shall use  reasonable
       efforts to mitigate  its loss or damages.  Following an event or default,
       all amounts due from Tenant to Landlord pursuant to this Lease shall bear
       interest at the Default Rate.
     (B) Tenant Right to Contest by Court  Action.  Notwithstanding  anything to
the contrary  contained in paragraph  (A) of this  Article,  with respect to any
alleged default


                                                       66

<PAGE>



       other  than a default in the  payment  of Annual  Fixed Rent or a default
       under  Section  A(iv) or (v) of this  Article,  if within  45 days  after
       Landlord's  notice of such  default,  Tenant (i) notifies  Landlord  that
       Tenant disputes such alleged default, and (ii) files an action in a court
       of competent  jurisdiction  contesting such alleged default,  then Tenant
       shall not be deemed to be in default  under  this  Lease with  respect to
       such alleged default,  provided that if the final judgment in such action
       is adverse to Tenant,  in whole or in part,  then Tenant shall  forthwith
       commence  to correct  the  matters  complained  of by  Landlord,  or that
       portion  thereof as to which  such  judgment  is  adverse to Tenant,  and
       complete the same within 30 days after such judgment,  or if more than 30
       days are required to complete such corrections with reasonable diligence,
       commence to correct the same within such 30 days and  prosecute  the same
       to completion with reasonable diligence.
              (C) Landlord  Default,  Cure Rights. If Landlord neglects or fails
       to  perform  or  observe  any  of the  covenants,  terms,  provisions  or
       conditions on its part to be performed or observed  under this Lease,  or
       within 30 days after  notice of default (or if more than 30 days shall be
       reasonably  required  because of the nature of the  default,  if Landlord
       shall fail to proceed diligently to cure such default after such notice),
       then Tenant may immediately or at any time thereafter, in addition to any
       other rights and remedies as may  otherwise be provided in this Lease for
       a Landlord default, pursue all rights and remedies it may have at law and
       equity generally.
              (D) Self Help. If either party (the  "Defaulting  Party") fails to
       perform any  agreement or  obligation  on its part to be performed  under
       this Lease, the other party (the "Curing Party") shall have the right (i)
       if no emergency  exists, to perform the same after giving 30 days' notice
       to the Defaulting Party, and (ii) in any emergency situation to


                                                       67

<PAGE>
       perform the same immediately  without notice or delay. For the purpose of
       rectifying a default of the  Defaulting  Party as  aforesaid,  the Curing
       Party shall have the right to enter the premises of the Defaulting Party.
       The Defaulting  Party shall on demand  reimburse the Curing Party for the
       costs and expenses incurred by the Curing Party in rectifying defaults as
       aforesaid,  including reasonable  attorneys' fees, together with interest
       thereon at the Default  Rate.  Any act or thing done by the Curing  Party
       pursuant  to this  paragraph  shall not  constitute  a waiver of any such
       default  by the  Curing  Party  or a  waiver  of any  covenant,  term  or
       condition  herein  contained  or the  performance  thereof.  In the event
       Landlord shall fail to so reimburse  Tenant within 30 days after Tenant's
       demand,  Tenant  shall be entitled  to an  immediate  credit  against the
       Annual Fixed Rent and other charges payable  hereunder in an amount equal
       to the costs and  expenses  incurred by Tenant in  rectifying  Landlord's
       defaults as  aforesaid,  together  with  interest  thereon at the Default
       Rate. 31. Access to Premises.
                  Tenant    shall   permit    Landlord   and   its    authorized
representatives  to enter  Tenant's  Facility  at all  reasonable  times for the
purposes of (i) serving or posting or keeping posted thereon notices required by
Law, (ii) conducting  periodic  inspections,  (iii)  performing any work thereon
required or permitted to be  performed by Landlord  pursuant to this Lease,  and
(iv) showing the Leased Premises to prospective purchasers or lenders; PROVIDED,
HOWEVER,  nothing  set forth in this Lease  shall be  construed  as  authorizing
Landlord to enter the projection booths in Tenant's Facility without the consent
of Tenant, except in the case of an emergency.




                                                       68

<PAGE>

       32.    Force Majeure.
                  If either  party shall be delayed or hindered in or  prevented
from the  performance of any act required under this Lease by reason of strikes,
lockouts,  labor  troubles,  inability to procure  materials,  failure of power,
restrictive  Laws (except as otherwise  specifically  provided  herein),  riots,
insurrection,  war or other reason beyond the reasonable  control of and not the
fault of the party  delayed in  performing  the work or doing the acts  required
under the terms of this Lease (collectively,  "Force Majeure"), then performance
of such act shall be excused for the period of the delay, and the period for the
performance  of any such act shall be extended  for a period  equivalent  to the
period of such delay.  The  provisions  of this Article shall not (i) operate to
excuse  Tenant  from  prompt  payment of rent or any other  payment  required by
Tenant under the terms of this Lease,  except as may be  otherwise  specifically
provided herein to the contrary,  or (ii) be applicable to delays resulting from
the inability of a party to obtain  financing or to proceed with its obligations
under this Lease because of a lack of funds.
       33.    Remedies Cumulative; Legal Expenses; Time of the Essence.
              (A) The  various  rights  and  remedies  given to or  reserved  to
       Landlord and Tenant by this Lease or allowed by law shall be  cumulative,
       irrespective of whether so expressly stated.
              (B) In case suit  shall be  brought  because  of the breach of any
       agreement or obligation  contained in this Lease on the part of Tenant or
       Landlord to be kept or performed, and a breach shall be established,  the
       prevailing  party shall be entitled to recover all  expenses  incurred in
       connection with such suit, including reasonable attorneys' fees.
                  (C) Time is of the essence of this Lease.


                                                       69

<PAGE>

       34.    Lease Not to be Recorded.
                  Upon request of Landlord or Tenant,  the parties  hereto shall
promptly  execute and deliver a memorandum of this Lease for recording  purposes
in recordable form. If Tenant elects to record such  memorandum,  Landlord shall
promptly  cause the same to be recorded,  at Landlord's  expense.  Neither party
shall record this Lease without the consent of the other party.
       35.    Notices.
                  All notices, consents,  requests, approvals and authorizations
(collectively,   "Notices")  required  or  permitted  hereunder  shall  only  be
effective  if in  writing.  All  Notices  shall  be sent  (A) by  registered  or
certified mail (return receipt  requested),  postage prepaid,  or (B) by Federal
Express,  U.S. Post Office Express Mail,  Airborne or similar  overnight courier
which delivers only upon signed  receipt of the  addressee,  or (C) by facsimile
transmission  and  addressed  as follows or at such  other  address,  and to the
attention  of such other  person,  as the  parties  shall give  notice as herein
provided: If intended for Landlord: Entertainment Properties Trust
                                   One Kansas City Place
                                   1200 Main Street, Suite 3250
                                   Kansas City, Missouri  64105
                                   Phone:  (816) 480-4649
                                   Fax:  (816) 480-4617
                                   Attention:  Robert L. Harris, President

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


                                                       70

<PAGE>




If intended for Tenant:            American Multi-Cinema, Inc.
                                   106 West 14th Street
                                   Kansas City, Missouri  64105
                                   Phone:  (816) 221-4000
                                   Fax:  (816) 480-4617
                                   Attention:  Lease Administrator

With a copy to:                    Lathrop & Gage L.C.
                                   2345 Grand Boulevard, Suite 2500
                                   Kansas City, Missouri  64108
                                   Phone:  (816) 460-5515
                                   Fax:  (816) 292-2001
                                   Attention:  E.T. Bullard

A notice, request and other communication shall be deemed to be duly received if
delivered 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.  Rejection or
other refusal to accept or the inability to deliver  because of changed  address
of which no Notice  was given  shall be deemed to be receipt of the Notice as of
the date of such rejection, refusal or inability to deliver.
       36.    Waiver of Performance and Disputes.
              (A)  Waiver  Limited  to  Occurrence.  One or more  waivers of any
       covenant,  term or  condition  of this Lease by either party shall not be
       construed  as a waiver  of a  subsequent  breach of the same or any other
       covenant, term or condition, nor shall any


                                                       71

<PAGE>

       delay or omission by either party to seek a remedy for any breach of this
       Lease or to  exercise  a right  accruing  to such party by reason of such
       breach be deemed a waiver by such party of its  remedies  or rights  with
       respect to such breach.  The consent or approval by either party to or of
       any act by the other party  requiring  such consent or approval shall not
       be deemed to waive or render  unnecessary  consent to or  approval of any
       similar act.
              (B) Right to Protest  Without Waiver or Default.  If at any time a
       dispute  shall  arise as to any  amount or sum of money to be paid by one
       party to the other party under the provisions  hereof,  the party against
       whom the  obligation to pay the money is asserted shall have the right to
       make payment "under  protest" and such payment shall not be regarded as a
       voluntary  payment and there shall  survive the right on the part of said
       party to institute  suit within 90 days after such payment  under protest
       is made for the  recovery of such sum,  and if it shall be adjudged  that
       there was no legal  obligation  on the part of said party to pay such sum
       or any part thereof,  said party shall be entitled to recover such sum or
       so  much  thereof  as it  was  not  legally  required  to pay  under  the
       provisions of this Lease,  together with interest  thereon at the Default
       Rate. If at any time a dispute shall arise between the parties  hereto as
       to any work to be  performed  by  either  of them  under  the  provisions
       hereof,  the party  against  whom the  obligation  to perform the work is
       asserted may perform such work and pay the cost thereof  "under  protest"
       and the  performance  of such  work  shall in no event be  regarded  as a
       voluntary  performance  and there shall  survive the right on the part of
       said party to institute  suit within 90 days after such work is completed
       for the  recovery  of the cost of such work,  and if it shall be adjudged
       that there was no legal  obligation  on the part of said party to perform
       the same


                                                       72

<PAGE>

       or any part thereof,  said party shall be entitled to recover the cost of
       such work or the cost of so much  thereof as said  party was not  legally
       required to perform  under the  provisions  of this Lease,  together with
       interest thereon at the Default Rate. If either party desires to exercise
       its  rights  under this  Section,  it shall do so by  delivering  written
       notice that it is paying money or performing  work "under  protest," with
       such notice to be given to the other party  concurrently with the payment
       of such money or prior to the commencement of such work. 37. Modification
       of Lease.
                  The terms,  covenants and conditions hereof may not be changed
orally,  but only by an instrument  in writing  signed by the party against whom
enforcement  of the change,  modification  or  discharge  is sought,  or by such
party's agent.
       38.    Captions and Lease Preparation.
                  Captions  throughout  this  instrument are for convenience and
reference  only and the  words  contained  therein  shall in no way be deemed to
explain,  modify,  amplify or aid in the  interpretation  or construction of the
provisions of this Lease.
       39.    Lease Binding on Successors and Assigns, Etc.
                  Except as herein otherwise expressly provided,  all covenants,
agreements,  provisions  and  conditions of this Lease shall be binding upon and
inure to the benefit of the parties hereto and their heirs, devisees, executors,
administrators,  successors  in  interest  and  assigns as well as  grantees  of
Landlord,  and  shall be  deemed  to run with the  land.  Without  limiting  the
generality  of the  foregoing,  all  rights of Tenant  under  this  Lease may be
granted  by Tenant to any  sublessee  of  Tenant,  subject  to the terms of this
Lease.


                                                       73

<PAGE>

     40.  Brokers.  Landlord  represents  and warrants to Tenant that it has not
incurred  or caused to be  incurred  any  liability  for real  estate  brokerage
commissions or finder's fees in connection with the execution or consummation of
this Lease for which  Tenant may be liable.  Tenant  represents  and warrants to
Landlord  that it has not  incurred or caused to be incurred any  liability  for
real estate  brokerage  commissions  or  finder's  fees in  connection  with the
execution or consummation  of this Lease for which Landlord may be liable.  Each
of the parties  agrees to indemnify and hold the other harmless from and against
any and all claims,  liabilities  or expense  (including  reasonable  attorneys'
fees) in  connection  with  any  breach  of the  foregoing  representations  and
warranties.  
     41. Landlord's Status as a REIT. Tenant  acknowledges that Landlord
intends to elect to be taxed as a real estate  investment  trust  ("REIT") under
the Code. Tenant shall exercise commercially  reasonable efforts not do anything
which would materially  adversely  affect  Landlord's  status as a REIT.  Tenant
agrees  to  enter  into  reasonable  modifications  of this  Lease  which do not
materially   adversely   affect   Tenant's   rights  and   liabilities  if  such
modifications  are  required to retain or clarify  Landlord's  status as a REIT.
     42.Governing  Law.  This  Lease  shall  be  governed  by and  construed  in
accordance with the laws of the State where the Leased Premises are located, but
not including such State's conflict-of-laws rules.
     43. Certain Landlord Rights On Termination.
     (A)  Advertisement  of Leased  Premises.  If Tenant has not  exercised  the
applicable Option Period option to extend this Lease, then Landlord or its agent
shall thereafter have


                                                       74

<PAGE>

     the right to enter the  Leased  Premises  at all  reasonable  times for the
purpose of  exhibiting  such  Leased  Premises  to others and to place upon such
Leased Premises during the period commencing 180 days prior to the expiration of
the then current  term "for sale" or "for rent"  notices or signs of such number
and in such  locations  as Tenant  shall  reasonably  approve.  (B)  Transfer of
Permits, Etc. On Termination. Upon the expiration or earlier termination of this
Lease,  Tenant shall,  at the option of Landlord,  transfer to and relinquish to
Landlord  or  Landlord's  nominee  and  reasonably  cooperate  with  Landlord or
Landlord's nominee in connection with the processing by Landlord or such nominee
of all licenses, operating permits, and other governmental authorization and all
assignable  service  contracts,  which may be necessary or  appropriate  for the
operation by Landlord or such nominee of the Leased Premises;  provided that the
costs  and  expenses  of any  such  transfer  or  the  processing  of  any  such
application  shall be paid by  Landlord or  Landlord's  nominee.  44.  Estoppel.
Landlord and Tenant each  confirm and agree that (a) it has read and  understood
all of the  provisions  of this  Lease;  (b) it is an  experienced  real  estate
investor  and is familiar  with major  sophisticated  transactions  such as that
contemplated by this Lease;  (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.  45. Joint  Preparation.  This Lease (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.


                                                       75

<PAGE>

       46.  Counterparts.  This Lease 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 Lease
by  telecopier  shall  be  as  effective  as  delivery  of a  manually  executed
counterpart of this Lease.  In proving this Lease,  it shall not be necessary to
produce  or  account  for more  than one such  counterpart  signed  by the party
against whom enforcement is sought.
       47. Attorneys' Fees. If either party obtains a judgment against the other
party by reason of a breach of this Lease, a reasonable  attorneys' fee as fixed
by the court shall be included in such judgment.
       48. Limitation on Landlord's Liability.  Notwithstanding  anything to the
contrary in this Lease,  (A) Tenant will look solely to the interest of Landlord
(or  its  successor  as  Landlord  hereunder)  in the  Leased  Premises  for the
satisfaction of any judgment or other judicial process  requiring the payment of
money as a result of (i) any negligence (including gross negligence) or (ii) any
breach of this Lease by  Landlord or its  successor  (including  any  beneficial
owners,  partners,  shareholders,  trustees or others  affiliated  or related to
Landlord  or such  successor)  and  Landlord  shall have no  personal  liability
hereunder  of any kind,  and (B)  Tenant's  sole  right and remedy in any action
concerning Landlord's reasonableness (where the same is required hereunder) will
be an action for declaratory  judgment and/or  specific  performance,  and in no
event  shall  Tenant be  entitled  to claim or recover  any  damages in any such
action.

     49.  Severability.  Invalidation  of any  provision of this Lease or of the
application  thereof to any party by  judgment  or court  order  shall in no way
affect any of the other


                                                       76

<PAGE>


provisions  hereof or the  application  thereof to any other  party and the same
shall remain in full force and effect.
       50.    Waiver of Trial by Jury.
                  TENANT AND LANDLORD  HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR  COUNTERCLAIM  BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER IN ANY  MATTERS  ARISING  OUT OF OR IN  CONNECTION  WITH THIS  LEASE,  THE
RELATIONSHIP  OF LANDLORD  AND TENANT,  TENANT'S  USE AND  OCCUPANCY OF TENANT'S
FACILITY OR THE ENTIRE PREMISES, AND ANY CLAIM OF INJURY OR DAMAGE.
       IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed as of the day and year first above written.
(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

                           "Landlord"

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

By:                                          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

                                                     "Tenant"



                                                       77

<PAGE>



                                                 AMC Build (REIT Program)



                               TABLE OF CONTENTS

                  LEASE BETWEEN ENTERTAINMENT PROPERTIES TRUST
                  AS LANDLORD AND AMERICAN MULTI-CINEMA, INC.,
                        AS TENANT, COVERING PREMISES IN
                             (Grand 24, Dallas, TX)

Article                                                                    Page

  1.      Attachments to Lease; Rent and Expense Rider and Exhibits...........1

  2.      Definitions and Rules of Construction...............................2

  3.      Premises............................................................8

  4.      Term................................................................8

  5.      Rent................................................................8

  6.      Covenant of Title; Authority and Quiet Possession; Transfer of 
          Title..............................................................10

  7.      Use of Premises....................................................12

  8.      Subletting and Assigning...........................................14

  9.      Continued Possession of Tenant.....................................21

  10.     Fixtures...........................................................21

  11.     Utilities..........................................................22

  12.     Governmental and Ground Lease Compliance...........................22

  13.     Maintenance and Repairs............................................27

  14.     Damage Clause......................................................29

  15.     Insurance, Indemnity, Waiver of Subrogation and Fire Protection....34

  16.     Indemnification Generally. ........................................39



                                                        i

<PAGE>

  17.     Tenant to Pay Taxes................................................40

  18.     Alterations and Tenant's Liens.....................................40

  19.     Tenant's Signs.....................................................42

  20.     Condemnation and Economic Obsolescence.............................44

  21.     Other Tenancies; REA.  ............................................48

  22.     Common Facilities.  ...............................................49

  23.     Options to Extend; Right of First Offer to Lease by Tenant.........49

  24.     Common Area Charge.................................................52

  25.     Other Theatres and Restrictions....................................52

  26.     No Merchants Association...........................................53

  27.     Tenant's Covenant to Operate.......................................53

  28.     Estoppel Certificate; Attornment and Priority of Lease; 
          Subordination......................................................54

  29.     Right of First Refusal to Purchase by Tenant.......................56

  30.     Default Clause and Self-Help.......................................63

  31.     Access to Premises.................................................68

  32.     Force Majeure......................................................69

  33.     Remedies Cumulative; Legal Expenses; Time of the Essence...........69

  34.     Lease Not to be Recorded...........................................70

  35.     Notices............................................................70

  36.     Waiver of Performance and Disputes.................................71

  37.     Modification of Lease..............................................73

  38.     Captions and Lease Preparation.....................................73



                                                        i

<PAGE>



  39.     Lease Binding on Successors and Assigns, Etc.......................73

  40.     Brokers............................................................74

  41.     Landlord's Status as a REIT.  .....................................74

  42.     Governing Law......................................................74

  43.     Certain Landlord Rights On Termination.............................74

  44.     Estoppel...........................................................75

  45.     Joint Preparation..................................................75

  46.     Counterparts.......................................................76

  47.     Attorneys' Fees....................................................76

  48.     Limitation on Landlord's Liability.................................76

  49.     Severability.......................................................76

  50.     Waiver of Trial by Jury............................................77



                                                        i

<PAGE>




                                 AMC Prior Owned
                               (EPT REIT Program)
                             RENT AND EXPENSE RIDER


               Attached to and forming a part of Lease dated as of
                        November 21, 1997 by and between
                         ENTERTAINMENT PROPERTIES TRUST,
                                  as Landlord,
                                       and
                     AMERICAN MULTI-CINEMA, INC., as Tenant,
                             relating to premises in
                             (Grand 24, Dallas, TX)


Section 1.  Rent.

    (A) Annual Fixed Rent;  Escalation.  Tenant shall pay  Landlord,  during the
term of this Lease,  the Annual Fixed Rent in the manner  hereinafter  provided.
The Annual  Fixed  Rent for each  Lease  Year shall be payable in equal  monthly
installments on or before the first day of each calendar month in advance during
such Lease Year.  If the Annual Fixed Rent is payable for a fraction of a month,
the amount  payable shall be a pro rata share of a full month's rent. The Annual
Fixed Rent shall be prorated for any partial Lease Year.  Annual Fixed Rent will
be  increased  each  Lease  Year by an amount  equal to the  Annual  Fixed  Rent
Escalation.

    (B)  Percentage Rent.

             (1) In addition to the Annual Fixed Rent, Tenant shall pay Landlord
as percentage rent (the "Annual  Percentage Rent") an amount for each Lease Year
equal to the Percentage Rate of the Gross Receipts for such Lease Year in excess
of an amount  ("Base  Amount")  equal to the  quotient  obtained by dividing the
Annual Fixed Rent payable for such Lease Year by the  Percentage  Rate.  For the
purpose of computing the Annual  Percentage  Rent for the first Lease Year,  the
Gross  Receipts for and the Annual  Fixed Rent payable for the partial  calendar
month,  if any,  preceding  the first Lease Year shall be included in the Annual
Fixed Rent and Gross Receipts for the first Lease Year. Within 60 days following
the end of each Lease Year,  Tenant  shall  furnish  Landlord  with a statement,
verified by a corporate officer of Tenant,  showing the amount of Gross Receipts
for the preceding  Lease Year,  which statement shall be accompanied by Tenant's
payment of Annual Percentage Rent, if any, is due.

             (2) The term "Lease Year" as used in this Lease shall mean a period
of 12 full calendar months. The first Lease Year shall begin on the first day of
the calendar month following the Commencement Date, unless the term commences on
the first day of a calendar


                                                       R-4

<PAGE>



month, in which case the first Lease Year shall begin on the Commencement  Date.
Each succeeding  Lease Year shall commence on the anniversary of the first Lease
Year.

             (3)  Landlord  shall have the right,  not more often than once each
year, to audit Tenant's  records of Gross Receipts,  but only for the purpose of
ascertaining  the amount of the Gross Receipts  during the preceding Lease Year.
Such audit shall be made on behalf of Landlord by a certified public  accountant
to be selected by Landlord. If Landlord wishes to audit Tenant's records for any
Lease Year,  Landlord  shall notify Tenant and proceed with such audit within 12
months  after the end of the Lease Year in  question.  Should  Landlord  fail to
exercise the right to audit the records of Tenant within 12 months after the end
of any Lease  Year,  then  Landlord  shall  have no  further  right to audit the
records of Tenant for such Lease Year, and Tenant's  statement of Gross Receipts
for such Lease Year shall  conclusively be deemed to be correct.  Any such audit
by Landlord shall be at Landlord's own expense,  except as hereinafter provided.
If any such audit  discloses that Tenant has  understated the Gross Receipts for
such Lease  Year by more than 3% and  Landlord  is  entitled  to any  additional
Annual  Percentage  Rent as a result of such  understatement,  then Tenant shall
promptly pay to Landlord the cost of such audit. Tenant shall, in any event, pay
Landlord the amount of any deficiency in Annual Percentage Rent plus interest at
the Default Rate. Any  information  obtained by Landlord from such statements or
inspections  shall be kept  confidential  and shall not be  disclosed  except as
provided in subparagraph (14) of this paragraph (B).

             (4) The term "Gross  Receipts" as used in this Lease shall mean the
receipts whether wholly or partially in cash or on credit from the sale or lease
of theatre admission tickets,  concessions and all other goods, wares, services,
merchandise  or chattels  of any kind,  received by Tenant in or from the Leased
Premises during each Lease Year; provided, however, there shall be deducted from
such cash receipts in the  computation  of Gross Receipts to the extent the same
are included in Tenant's computations:

                     (a)      Credits or refunds made to customers.

     (b) (i) All federal,  state,  county and city sales taxes or other  similar
taxes, and (ii) all occupational  taxes, use taxes and other taxes which must be
paid by  Tenant or  collected  by  Tenant,  by  whatever  name they are known or
assessed,  and  regardless of whether or not they are imposed under any existing
or future orders, regulations, laws or ordinances.

     (c) (i) Agency commissions paid to independent third parties for selling
tickets but only to the extent such  commissions  are  actually  remitted to
independent  third  parties,  and (ii)  surcharges in excess of the standard
ticket price for tickets purchased by use of credit cards.

     (d) Receipts from the sale of student and senior citizens discount cards.



                                                       R-5

<PAGE>



                     (e)      Proceeds from the sale of Tenant's Property.


             (5) Should Tenant rent one or more theatres for special events such
as a rally, fashion show, speech or the like, the Gross Receipts shall be deemed
the rental received by Tenant and shall not include monies,  if any, received by
the sponsor of the event.  Pursuant to Section  8(G) and (I) of this Lease,  the
rental received by Tenant may not be based in whole or in part on the net income
or  profits  derived by any  person in  connection  with all or a portion of any
theatre.

             (6) For the purposes of computing and reporting Gross Receipts with
respect to "four-wall deals" as permitted by the Article  captioned  "Subletting
and Assigning," Tenant shall have the right to report as Gross Receipts only the
actual  payments  received by Tenant in  connection  with such use.  Pursuant to
Sections 8(G) and (I) of this Lease, the actual payments received by Tenant with
respect  to such  "four-wall  deals" may not be based in whole or in part on the
net income or profits  derived by any person in connection with all or a portion
of a Tenant facility.

             (7) Tenant shall be entitled to deduct from Gross  Receipts any tax
on rents  received by a  distributor  and/or  rents paid by Tenant in respect of
films shown in Tenant's Building,  to the extent Tenant (or its sublessees) pays
any  such  tax to the  taxing  authority,  whether  by  designation  of such tax
specifically  or as a part of the rental for a film or otherwise,  provided that
the amount deducted  hereunder shall not be duplicative of other deductions from
Gross Receipts.

             (8) For the purposes of computing and reporting Gross Receipts with
respect to electronic games, other amusement devices, and other related services
provided as a convenience to patrons of Tenant's theatre operated or provided in
Tenant's  Building,  Tenant shall have the right to (a) report as Gross Receipts
only the actual  payments  received by Tenant in connection  therewith,  and (b)
exclude  from Gross  Receipts all  receipts of any  independent  concessionaire,
licensee  or other  third  party or  parties  in  connection  therewith  and all
receipts derived by Tenant from pay telephones, cash dispensing ATM machines and
other customer related services provided as a convenience to patrons of Tenant's
theatre and which  generate  nominal  fees.  Pursuant to Section 8(G) and (I) of
this  Lease,  the actual  payments  received by Tenant in  connection  with such
electronic games,  other amusement devices and related services may not be based
in whole or in part on the net income or profits derived by any person.

             (9) As and when  during each Lease Year the Gross  Receipts  exceed
the Base Amount, the Gross Receipts  thereafter  received from theatre admission
tickets for pictures  licensed for exhibition  pursuant to particular  contracts
hereinafter  described  shall be excluded  from Gross  Receipts and a daily rent
premium in the amount hereinafter set forth shall be paid in lieu thereof.  Such
license contracts shall consist of arrangements  whereby a predetermined  weekly
theatre  operating  cost is retained by the  exhibitor  from the theatre  ticket
admission


                                                       R-6

<PAGE>



receipts in respect of a particular  film,  and the  distributor  of the film is
paid 90% of the balance.  In such  instances,  Tenant shall pay Landlord a daily
rent  premium of $15 per  auditorium  for each day such film is  exhibited in an
auditorium in Tenant's Building.

                     (10) (a) If Tenant,  in accordance  with the  provisions of
    paragraph  (B) of the Article  captioned  "Use of  Premises,"  uses Tenant's
    Building for purposes other than the uses set forth in paragraph (A) of said
    Article  ("Initial  Use"),  then  during the  period of such  other  uses(s)
    ("Other Use(s)"), Tenant shall pay as Percentage Rent, in lieu of the amount
    set forth in  subparagraph  (1) of this  paragraph  (B),  an amount for each
    Lease Year equal to the amount, if any, by which the "Applicable  Percentage
    Rate" of Gross  Receipts in each such Lease Year  exceeds  the Annual  Fixed
    Rent payable by Tenant for such Lease Year. The term "Applicable  Percentage
    Rate" shall mean the percentage rate, if any, commonly used in the submarket
    within the Metropolitan  Area in which Tenant's  Building is located for the
    type of use for which Tenant's Building is then being used.

     (b) During the period of use of  Tenant's  Building  for the Other  Use(s),
Gross Receipts shall be defined as follows (in lieu of the definition thereof in
subparagraphs (4) through (9) of this paragraph (B)):

     The term "Gross  Receipts"  shall mean:  (i) the entire amount of the price
charged, whether wholly or partially in cash or on credit, or otherwise, for all
goods,  wares,  merchandise and chattels of any kind sold,  leased,  licensed or
delivered,  and all charges for services  sold or performed in, at, upon or from
any part of or  through  the use of  Tenant's  Building  or any part  thereof by
Tenant  and any other  party,  or by means of any  mechanical  or other  vending
device (other than pay telephones and those soft drink and other similar vending
devices operated primarily for the convenience of Tenant's employees);  and (ii)
all gross income of Tenant and any other party from any  operations in, at, upon
or from the Tenant's  Building  which are neither  included in nor excluded from
Gross Receipts by other  provisions of this Lease,  but without any duplication.
Gross Receipts shall not include,  or if included,  there shall be deducted (but
only to the  extent  they have been  included),  as the case may be, (i) the net
amount of cash or credit refunds made upon Gross Receipts, where the merchandise
sold or some part of it is returned by the  purchaser  to and accepted by Tenant
(but not  exceeding in any instance the selling  price of the item in question);
(ii) the amount of any sales tax, use tax or retail  excise tax which is imposed
by any duly constituted  governmental  authority  directly on sales and which is
both added to the selling price (or absorbed  therein) and is paid to the taxing
authority  by  Tenant  (but  not any  vendor  of  Tenant);  (iii)  exchanges  of
merchandise  between  Tenant's  Building  and  other  stores  of  Tenant  or its
affiliates to the extent the same are made solely for the  convenient  operation
of  Tenant's  business  and not for the  purpose of  depriving  Landlord  of the
benefit of Gross Receipts; (iv) returns of merchandise to shippers, suppliers or
manufacturers; (v) the sale of Tenant's Property; (vi) discount sales to


                                                       R-7

<PAGE>



             employees  and agents of Tenant of  merchandise  not  intended  for
             resale; and (vii) separately stated interest and service charges.

     (c) During any Lease Year in which  Tenant's  Building  is used in part for
the Initial Use and in part for Other  Use(s),  Tenant  shall pay as  Percentage
Rent the sum of (i) the amount,  if any, by which the  Percentage  Rate of Gross
Receipts  during the portion of such Lease Year that  Tenant's  Building is used
for the Initial Use ("Initial Use Period") exceeds the Annual Fixed Rent payable
during the  Initial  Use  Period,  plus (ii) the  amount,  if any,  by which the
Applicable  Percentage  Rate of Gross Receipts  during the portion of such Lease
Year that  Tenant's  Building  is used for  purposes  other than the Initial Use
("Other Use  Period")  exceeds an amount  equal to the Annual Fixed Rent payable
for the Other Use Period.

     (d) If the use of Tenant's  Building shall be changed from one Other Use to
another Other Use during any Lease Year or shall otherwise be used for more than
one Other Use during any Lease Year,  Tenant  shall pay as  Percentage  Rent the
amount, if any, by which the Applicable  Percentage Rate in respect of each such
Other  Use  of  the  separate  Gross  Receipts   received  in  such  Lease  Year
attributable  to each such Other Use exceeds the Annual  Fixed Rent  payable for
such Lease Year.

     (e) The foregoing  provisions of this  subparagraph (10) shall prevail over
any  conflicting  provisions  in this  paragraph  (B) and shall  apply only when
Tenant uses Tenant's  Building  primarily for uses other than those set forth in
paragraph (A) of the article captioned "Use of Premises".

             (11)  Nothing set forth in this Lease shall be  construed as giving
Landlord any partnership or other interest in Tenant's business.

             (12) It is  understood  and agreed by Landlord that Tenant has made
no  representation of any kind whatsoever as to the minimum or maximum amount of
Gross  Receipts  which may or shall be made in the  Leased  Premises  during any
Lease Year of the term of this Lease.

             (13)  Landlord  agrees  not to  divulge  to any party the amount of
Gross Receipts made by Tenant in the Leased Premises,  except to a ground lessor
if the Leased  Premises is subject to a ground lease and the taxing  authorities
with  authority  to inquire  therein,  to an existing  or bona fide  prospective
mortgagee  or bona fide  prospective  purchaser  of the Entire  Premises  or the
Leased  Premises,  or in connection  with any action to collect  Percentage Rent
from Tenant.


Section 2.  Tenant's Real Estate Taxes.

    (A) As used in this Article,  the  following  terms shall have the following
meanings:



                                                       R-8

<PAGE>



             (1) "Fiscal Tax Year" shall mean the 12-month period established as
the real estate tax year by the taxing  authority having  jurisdiction  over the
Entire Premises.

             (2)  "Taxes"  shall  mean ad  valorem  taxes  and  assessments  and
governmental charges (including sewer charges),  general or special, ordinary or
extraordinary, foreseen or unforeseen, of any kind or nature whatsoever, imposed
by any  Governmental  Authorities,  which are levied on or charged  against  the
Leased Premises,  Tenant's Facility, Tenant's Property, the real estate on which
the Tenant's Facility is located, personal property or rents, or on the right or
privilege  of leasing real estate or  collecting  rents  thereon,  and any other
taxes and  assessments  attributable  to the Leased Premises or its operation by
Tenant or any tax or assessment or  governmental  charge imposed or collected in
lieu of or in substitution for any such tax, assessment or governmental  charge,
including without limitation all special assessments,  impact fees,  development
fees,  traffic  generation fees,  parking fees in respect of any Fiscal Tax Year
falling  wholly  within the term of this Lease and a portion of any real  estate
taxes so imposed in respect  of any Fiscal Tax Year  falling  partly  within and
partly without the term hereof, equal to the proportion which the number of days
of such Fiscal Tax Year falling within the term hereof bears to the total number
of days of such Fiscal Tax Year;  excluding,  however,  any  income,  franchise,
corporate,  capital levy,  capital stock,  excess  profits,  transfer,  revenue,
estate,  inheritance,  gift, devolution or succession tax payable by Landlord or
any other tax,  assessment,  charge or levy upon,  or  measured,  in whole or in
part,  by the rent payable  hereunder  by Tenant,  except to the extent any such
tax,  assessment,  charge or levy is imposed in substitution  for any ad valorem
tax or assessment.

             (3)  "Taxes  Applicable  to Leased  Premises"  shall mean an amount
equal to the Taxes levied  against the land and  improvements  within the Leased
Premises.

    (B) Tenant shall pay the Taxes Applicable to the Leased Premises directly to
the appropri ate taxing  authorities within 60 days after the end of each Fiscal
Tax Year.

    (C) Tenant shall have the right (but shall not be  obligated) to contest the
Taxes  Applicable to the Leased Premises or the validity  thereof by appropriate
legal  proceedings  or in such  other  manner  as it shall  deem  suitable,  and
Landlord shall join in such contest, protest or proceeding, but at Tenant's sole
cost and expense. Landlord shall not, during the pendency of such legal or other
proceeding or contest, pay or discharge any Taxes on the Leased Premises, or tax
lien or tax title pertaining  thereto,  provided  Landlord may do so in order to
stay a sale of the Leased  Premises  through  foreclosure of a tax lien thereon.
Any refund obtained by Tenant shall be paid first to Tenant to the extent of its
costs and expenses of such contest and on account of any portion of the Taxes so
refunded which was previously paid by Tenant.


Section 3. Common  Facilities  Expense.  If the Leased  Premises are a part of a
larger Entire  Premises and subject to an REA as such terms are defined  herein,
the following provisions of this Section 3 shall apply:


                                                       R-9

<PAGE>




    (A) "Common  Facilities  Expense"  shall mean, to the extent covered by such
REA,  actual,  reasonable  and  competitive  costs  of  maintaining,  repairing,
insuring, lighting,  protecting and securing the Common Facilities. Tenant shall
pay  directly to the  appropriate  person or entity  under the REA in each Lease
Year as hereinafter  provided the Common Facilities  Expense for such Lease Year
attributable or allocable to the Leased Premises  ("Tenant's  Common  Facilities
Contribution"), which shall be computed and paid as set out in the REA.

    (B) To the extent  Landlord is entitled to grant such rights to Tenant under
the REA,  Landlord  hereby grants to Tenant the right to receive all  statements
and otherwise  enforce directly  Landlord's rights under the REA with respect to
the Common Facilities Expense for such Lease Year and Tenant's Common Facilities
Contribution, and how such amount was computed.

Section 4.  Audit.

    To the extent  Landlord is entitled to grant such right to Tenant  under the
REA, Landlord hereby grants to Tenant the right to exercise and enforce directly
Landlord's  rights to audit (or authorize an accountant  designated by Tenant to
audit)  books and  records of the Common  Facilities  Expense of the  applicable
person or entity under the REA.

Section 5. Address for Payment.

    Until Tenant receives other  instructions  in writing from Landlord,  Tenant
shall pay all rents and other  charges under this Lease by check to the order of
Landlord, at its address first written in this Lease.

(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

                                   "Landlord"

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


                                                      R-10

<PAGE>


                                    "Tenant"



                                                      R-11

<PAGE>



