
                                                   Exhibit 10.5
                                                 GUARANTY OF LEASE
                                              (Grand 24, Dallas, TX)

         THIS  GUARANTY  is given  as this  21st day of  November  1997,  by AMC
ENTERTAINMENT  INC.,  a Delaware  corporation  ("Guarantor"),  to  ENTERTAINMENT
PROPERTIES TRUST, a Maryland real estate investment trust ("Owner").

         In order to induce  Owner to enter into a certain  Lease (the  "Lease")
dated as of  November  21,  1997,  between  Owner,  as  Landlord,  and  American
Multi-Cinema,  Inc., a wholly-owned  subsidiary of Guarantor (the "Tenant"),  as
Tenant, pursuant to which Owner has leased to Tenant certain premises located in
the City of Dallas,  County of Dallas, State of Texas and described therein (the
"Lease"), and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Guarantor agrees as follows:

         1. Guaranty. Guarantor hereby absolutely and unconditionally guarantees
to Owner, subject to the terms of this Guaranty and to the limitations set forth
herein, (i) the full, prompt and complete payment of the rent and all other sums
due and  payable by Tenant  under the Lease and all costs  incurred  by Owner in
collecting  such sums or in enforcing its rights  hereunder,  and (ii) the full,
prompt and  complete  performance  by Tenant of all  covenants,  conditions  and
provisions in the Lease  required to be performed by Tenant  (collectively,  the
"Liabilities").  If  Tenant  fails  to pay or  perform  any of the  Liabilities,
Guarantor shall pay or perform such Liabilities within thirty days after written
notice of such failure from Owner.  Guarantor  waives any right to require Owner
to proceed first against  Tenant or to exhaust any remedy Owner may have against
Tenant under the Lease or with  respect to any security  granted by Tenant under
the Lease before proceeding against Guarantor.

         2.       Right to Assert Defenses.

                  A.  Except as provided in  subparagraph  (B) of this  Section,
Guarantor shall have the benefit of and shall be entitled to assert with respect
to its obligations hereunder any and all rights, claims, counterclaims,  offsets
and defenses available to Tenant with respect to the Liabilities or which Tenant
is otherwise  entitled to assert  against  Owner;  provided  however that in the
event Tenant has the right to dispute a default  asserted by Owner in the manner
permitted  by Article 30 of the Lease and either (i) does not pursue such right,
or (ii) is adjudged by a court of competent jurisdiction to be in default of its
obligation under the Lease, then, notwithstanding the provisions of this Section
2(A),  Guarantor shall not be entitled to assert as a defense to its obligations
hereunder the right to dispute the default under said Article 30 of the Lease.

                  B. The duties and obligations of Guarantor hereunder shall not
be affected by, and  Guarantor  hereby waives any defense based on, the Tenant's
becoming  insolvent or being  adjudicated  a bankrupt,  or filing a petition for
reorganization,  liquidation,  or for the  adjustment  of debts  or for  similar
relief under any present or future provision of the Bankruptcy Code, or the


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issuance by a court of an order for relief in the case of a petition being filed
by a creditor  or  creditors  of Tenant,  or the seeking by Tenant of a judicial
readjustment  of the rights of its creditors under any present or future federal
or state law,  or the  appointment  of a  receiver  or trustee of all or part of
Tenant's property and assets by any state or federal court.

         3.  Waiver.  Guarantor  hereby  waives  notice  of  acceptance  of this
Guaranty and hereby waives, so long as Tenant remains an affiliate of Guarantor,
notice of any  amendment  of any  Liabilities  (including  any  amendment of the
Lease) and the  granting of any  indulgence  or  extension  of time to Tenant to
perform under the Lease. Guarantor hereby also waives, so long as Tenant remains
an affiliate of  Guarantor,  any and all other notices which by law or under the
terms and provisions of the Lease are required to be given to Tenant, any demand
for or notice of default in the payment of any sums  payable by Tenant under the
Lease or in the performance of all and singular the terms, covenants, conditions
and  provisions  in the Lease  required  to be  performed  by Tenant,  except as
specifically set forth in Section 1 hereof. Any modification,  amendment, change
or extension of any of the terms,  covenants  or  conditions  of the Lease which
Tenant (which term shall include,  without limitation,  a trustee in bankruptcy)
and Owner may hereafter make, or any forbearance,  delay,  neglect or failure on
the  part of Owner in  enforcing  any of the  terms,  covenants,  conditions  or
provisions of the Lease, or any sale,  conveyance,  mortgaging or other transfer
by Owner of any right, title, interest or estate in or to any of the property of
which the Premises is a part, or any assignment, mortgaging or other transfer by
Tenant of the Lease or any interest  therein or any subletting of all or part of
the Premises,  or any dissolution or liquidation of Tenant, shall not in any way
affect,  impair or discharge the  unconditional  liability of Guarantor to Owner
hereunder.  Notwithstanding  the  foregoing,  Owner  agrees that if Tenant is no
longer  affiliated  with  Guarantor,  Owner  will,  in  addition  to the notices
required by Section 1 hereof, give Guarantor notice of any and all such actions,
event or  occurrences  as are  described  in this  Section  3. For the  purposes
hereof,  Tenant shall be deemed to be an affiliate of Guarantor  until such time
as Guarantor  notifies Owner in writing that Tenant is no longer an affiliate of
Guarantor.

         4.  Limitations on Guaranty.  Notwithstanding  anything to the contrary
contained in this Guaranty: (i) if Tenant shall assign its interest in the Lease
as permitted therein and shall be released  thereunder of any liability accruing
subsequent  to the date of  assignment,  then  Guarantor  shall  have no further
obligation with respect to Liabilities  that accrue hereunder from and after the
date  Tenant  is  released;  and (ii)  Guarantor  shall  have no  obligation  or
liability  under this Guaranty for any  obligations  for payment or  performance
that accrue under the Lease  during any option  periods or renewals of the Lease
if Original  Tenant as defined in the Lease is the tenant under the Lease at the
date of expiration of the original term of the Lease. Upon Guarantor's  request,
Owner shall confirm in writing the release of liability in favor of Guarantor as
described in clauses (i) and (ii) above.

     5.  Default  of  Tenant.  If  because  of  Tenant's  default,  the Lease is
terminated,  then Owner shall notify Guarantor  thereof,  and if Guarantor would
otherwise  have  continuing  liability to Owner  hereunder,  then at Guarantor's
option upon written notice to Owner, Owner shall enter


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into a New Lease with Guarantor (or an affiliate of Guarantor other than Tenant)
for the balance of the term of the Lease (including option periods), on the same
terms as are set forth in the  Lease,  and such New Lease  shall  continue  as a
direct lease between  Owner and  Guarantor or its  affiliate  (as tenant).  As a
condition of Owner's  obligation  to enter into the New Lease,  Guarantor  shall
cure all monetary defaults, and other defaults capable of being cured, and shall
reimburse Owner for any costs incurred by Owner in connection with such default,
including reasonable attorneys' fees and court costs.

         6.   Notices.   All   notices,   consents,   requests   and   approvals
(collectively,   "Notices")  required  or  permitted  hereunder  shall  only  be
effective if in writing. All Notices shall be sent by Federal Express,  Airborne
or similar  express  courier  which  delivers  only upon  signed  receipt of the
addressee,  by facsimile or by certified  mail,  with return receipt  requested.
Notices to Guarantor shall be sent to 106 West 14th Street,  Suite 1700,  Kansas
City,  Missouri 64105, marked for the attention of Lease  Administrator,  with a
copy to Lathrop & Gage L.C.,  2345 Grand  Boulevard,  Suite 2500,  Kansas  City,
Missouri,  64108,  marked for the  attention of E.T.  Bullard,  or to such other
addresses as Guarantor  may later  designate by Notice to Owner.  All Notices to
Owner shall be sent to  Entertainment  Properties  Trust, One Kansas City Place,
1200 Main Street,  Suite 3250,  Kansas  City,  Missouri,  64105,  marked for the
attention of Robert L. Harris, President, with a copy to Stinson, Mag & Fizzell,
P.C., 1201 Walnut,  Suite 2800,  Kansas City,  Missouri,  64105,  marked for the
attention of Michael G. O'Flaherty,  or to such other address as Owner may later
designate by Notice to Guarantor.  All Notices shall be effective  upon the date
of receipt by the addressee thereof as shown on the return or courier receipt of
the Notice, on the facsimile  confirmation  page, or the certified mail receipt,
as applicable.

         7. Cumulative Obligations. The amount of liability of Guarantor and all
rights,  powers,  and remedies of Owner  hereunder and under any other agreement
now or at any time  hereafter in force between  Owner and Guarantor  relating to
any  obligations  or  indebtedness  of Tenant  or  Guarantor  to Owner  shall be
cumulative and not alternative and such rights, powers, and remedies shall be in
addition to all rights, powers, and remedies given to Owner by law.

         8.  Separate  Actions.  The  agreements,  obligations,  warranties  and
representations  of Guarantor  hereunder are  independent of the  obligations of
Tenant. In the event of any default hereunder,  a separate action or actions may
be brought and  prosecuted  against the  undersigned,  whether  Tenant is joined
therein or a separate action or actions are brought  against  Tenant.  Owner may
maintain  successive  actions for other defaults.  Owner's right hereunder shall
not be  exhausted  by its  exercise of any of its rights or  remedies  until and
unless all  indebtedness  and obligations  hereby  guaranteed have been paid and
fully performed.

     9. Savings  Clause.  Should any one or more  provisions of this Guaranty be
determined to be illegal or  unenforceable,  all other  provisions  nevertheless
shall be effective.



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     10.  Successors  and Assigns.  This Guaranty  shall inure to the benefit of
Owner,  its  successors  and  assigns,  and  shall  bind the  heirs,  executors,
administrators,   successors,   and  assigns  of   Guarantor   and  any  parties
constituting Guarantor.

     11.  Waiver in Writing.  No  provision  of this  Guaranty or right of Owner
hereunder  can  be  waived  nor  can  Guarantor  be  released  from  Guarantor's
obligations  hereunder  except by a writing duly executed by Owner and except as
specifically provided for herein.

         12. Attorneys Fees. If it becomes necessary for Owner to employ counsel
to enforce the obligations of Guarantor hereunder, then, to the extent permitted
by law, all reasonable  attorneys' fees and expenses in connection  therewith of
the prevailing party in any action instituted shall be paid by the other party.

         13. General.  Guarantor will not exercise any right of subrogation with
respect to any payment made  hereunder  unless and until all  Liabilities  shall
have been paid in full;  if any payment is made to  Guarantor on account of such
subrogation  rights at any time when the Liabilities have not been paid in full,
any amounts so paid shall be forthwith paid to Owner to be applied to any of the
Liabilities.  This  Guaranty may be amended only in writing  signed by Guarantor
and Owner.  This Guaranty  shall be binding upon the  successors  and assigns of
Guarantor  and  shall  inure to the  benefit  of Owner  and its  successors  and
assigns.  Guarantor  represents  and  warrants  that  it is a  corporation  duly
organized,  legally existing and in good standing under the laws of the State of
Delaware and that it has the power and authority to execute, deliver and perform
this Guaranty.

         Executed as of the date first above written.

                                        AMC ENTERTAINMENT INC.,
(SEAL)                                  a Delaware corporation
ATTEST:

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



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