[BOND FORM]

REGISTERED                      United States of America              REGISTERED
NO.                                 State of New York                          $



                            MOVIEPLEX REALTY LEASING, L.L.C.
                            Adjustable Rate Tender Securities
                                 (Carmike Cinemas, Inc.)
                                    1997 Series ____


SERIES ISSUE DATE                  MATURITY DATE                           CUSIP
[---------------]                  ----------, ----

INTEREST RATE:

REGISTERED OWNER:

PRINCIPAL AMOUNT:


         Movieplex  Realty  Leasing,  L.L.C.,  a New  Jersey  limited  liability
company (the "Issuer"),  for value  received,  promises to pay to the registered
owner specified above, or registered assigns,  upon surrender hereof, but solely
from the sources  and in the manner  referred to herein,  the  Principal  Amount
specified  above on  ____________,  unless this Bond has been called for earlier
redemption  and  payment of the  redemption  price  shall have been duly made or
provided  for,  and to pay from those  sources  interest  thereon  from the most
recent Interest  Payment Date  (hereinafter  defined) to which interest has been
paid or duly  provided for or from the Series Issue Date  specified  above if no
interest has been paid, at the rates  determined as provided  herein,  until the
Principal Amount is paid or duly provided for,  commencing on the first Interest
Payment Date after the Date of Authentication hereof.

         So long as this  Bond  bears  interest  at a Weekly  Rate  (hereinafter
defined)  as  specified  above,  this Bond shall be  purchased  on demand of the
registered owner hereof as hereinafter described.

         The  principal  of and  any  premium  on this  Bond  are  payable  upon
presentation  and surrender  hereof at the principal  corporate  trust office of
First Union National Bank (the "Trustee"),  or at the duly designated  office of
any duly  appointed  alternate  or successor  trustee.  Interest on this Bond is
payable on each Interest Payment Date by check or draft mailed to the registered
owner of this  Bond  (the  "Holder")  in whose  name  ownership  of this Bond is
registered,  at such Holder's  address as it appears on the  registration  books
(the  "Register")  for this  issue  maintained  by the  Trustee  at the close of
business on the Regular Record Date which shall be (i) while this Bond is in the
Weekly  Mode (as  hereinafter  defined),  the last  Business  Day  preceding  an
Interest  Payment  Date  and  (ii)  while  this  Bond is in the  Term  Mode  (as
hereinafter defined), the fifteenth day of the calendar month next preceding the
Interest  Payment Date (the "Regular  Record  Date").  Any interest which is not
timely paid or duly  provided  for shall cease to be payable to the Holder as of
<PAGE>
the Regular  Record Date,  and shall be payable to the Holder in whose name this
Bond is registered at the close of business on a Special Record Date to be fixed
by the Trustee for the payment of such overdue  interest.  Notice of the Special
Record Date shall be mailed to Holders  not less than ten nor more than  fifteen
days prior  thereto.  The interest and the  principal  or  redemption  price and
purchase price becoming due with respect to the Bonds (as  hereinafter  defined)
shall,  at the written  request of the Holder of at least  $1,000,000  aggregate
principal  amount of such Bonds, be paid by wire transfer within the continental
United States in immediately  available funds to the bank account number of such
Holder  appearing on the  Register,  but, in the case of principal or redemption
price and purchase price,  only upon presentation and surrender of such Bonds at
the principal corporate trust office of the Trustee.  The principal,  redemption
price or purchase price of and interest and any premium on this Bond are payable
in lawful money of the United States of America.

         This Bond is one of a duly  authorized  issue of Adjustable Rate Tender
Securities  (Carmike  Cinemas,  Inc.) 1997 Series A and Series B (the  "Bonds"),
issued  under and secured by an  Indenture of Trust dated as of November 1, 1997
(the "Indenture") between the Issuer and the Trustee, in the aggregate principal
amount of $72,750,000. Pursuant to the Indenture, the proceeds of the Bonds will
be used to finance the Costs (as defined in the  Indenture) of certain  projects
consisting of the  acquisition or ground  leasing of certain  properties and the
construction,  renovation or installation thereon by Carmike Cinemas,  Inc. (the
"Company")  of  multiplex  movie  theaters.  The Issuer shall enter into a Lease
dated  November 20, 1997 (the  "Lease")  with the Company  pursuant to which the
Issuer shall lease the Leased Property to the Company, and the Company shall pay
Rent (as defined in the  Indenture) to the Issuer.  The Rent shall be in amounts
sufficient to pay, when due, the principal of, premium,  if any, on and interest
on the Bonds.

         THIS BOND IS A LIMITED  OBLIGATION OF THE ISSUER AND IS PAYABLE  SOLELY
FROM THE  SOURCES  REFERRED  TO  HEREIN.  THIS BOND SHALL NOT BE OR BE DEEMED AN
OBLIGATION OR A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER.

         No  recourse  shall  be had  for the  payment  of the  principal  of or
interest  or any premium on this Bond,  or for any claim based  hereon or on the
Indenture,  against any manager,  member,  director,  officer or employee, past,
present or future,  of the Issuer or of any successor  entity,  as such,  either
directly or through the Issuer or any such successor entity.

         The Bonds are  payable  solely  from  moneys  pledged to or held by the
Trustee  under the  Indenture  for such  purpose,  and  there  shall be no other
recourse  against the Issuer or any other property now or hereafter owned by it.
Except as  otherwise  specified in the  Indenture,  this Bond is entitled to the
benefits of the Indenture equally and ratably as to principal,  premium, if any,
and interest with all other Bonds issued under the Indenture.  Additional  Bonds
and  Refunding  Bonds may be  issued  pursuant  to the  terms of the  Indenture.
Reference is made to the Indenture and the Lease for a description of the rights
of the Holders of the Bonds;  the rights and  obligations  of the Issuer and the
Company;  the rights,  duties and obligations of the Trustee; and the provisions
relating to amendments and  modifications  thereof.  The acceptance of the terms
and  conditions  of such  documents and the Letters of Credit  described  below,
copies  of which  are on file at the  principal  corporate  trust  office of the
Trustee,  is an explicit and material part of the  consideration of the Issuer's
<PAGE>
issuance hereof,  and each Holder by acceptance of this Bond accepts and assents
to all such terms and conditions as if fully set forth herein.  The Holder shall
have no right to  enforce  the  provisions  of the  Indenture,  the Lease or the
Letters of Credit or the rights and remedies  thereunder,  except as provided in
the Indenture.  Capitalized terms used in this Bond which are not defined herein
but which are defined in the Indenture  shall have the  respective  meanings set
forth in the Indenture.

         The Issuer has caused to be issued and  delivered to the Trustee by the
LC Issuers (as defined in the Indenture) certain irrevocable, direct-pay letters
of credit pursuant to which the Trustee is authorized,  subject to the terms and
conditions thereof, to draw up to (a) an amount equal to the principal amount of
the Bonds (i) to enable  the  Trustee to pay the  principal  amount of the Bonds
when due at maturity or upon redemption or  acceleration  and (ii) to enable the
Trustee to pay the portion of the purchase price of Bonds tendered to it and not
remarketed  corresponding  to the  principal  amount of such Bonds,  plus (b) an
amount equal to 43 days accrued interest on the outstanding Bonds at the Maximum
Rate while the Bonds bear interest at the Weekly Rate, (i) to enable the Trustee
to pay  interest on the Bonds when due and (ii) to enable the Trustee to pay the
portion  of the  purchase  price  of  Bonds  tendered  to it and not  remarketed
corresponding to the accrued interest on such Bonds. Such irrevocable  letter of
credit or any alternate  letter of credit delivered to the Trustee in accordance
with the terms of the  Indenture is herein  called the "Letters of Credit".  The
Indenture  provides  that,  while the Bonds bear  interest  at a Term Rate,  the
Letters of Credit must be increased to provide for (i) 210 days accrued interest
on the  outstanding  Bonds at a rate not less than the applicable  Term Rate and
(ii)  coverage  of  premium  in an  amount  equal  to the  sum  of the  optional
redemption premium (if any) and supplemental premium (if any) which would become
payable on the Bonds upon  mandatory  redemption  if such Letters of Credit were
not extended beyond the Expiration Date set forth therein. The Letters of Credit
expire on _______________,  unless terminated earlier pursuant to their terms or
extended. Subject to the provisions of the Indenture, the Issuer may, but is not
required  to,  cause the  Letters  of Credit to be  extended  or  replaced  with
Alternate Letters of Credit having  substantially the same terms. The LC Issuers
are under no obligation  to extend the Letters of Credit.  Unless the Letters of
Credit are extended or replaced in accordance  with the terms of the  Indenture,
this Bond will become subject to mandatory  redemption,  as described below. The
Letters of Credit are being issued pursuant to a  Reimbursement  Agreement dated
November  20, 1997 (as the same may be amended or replaced,  the  "Reimbursement
Agreement")  among the Agent,  the Lenders (as  defined in the  Indenture),  the
Issuer and certain other parties.

                                INTEREST ON BONDS

         General. This Bond shall bear interest at a Weekly Rate or a Term Rate,
as specified above and described  below. The Bonds shall initially bear interest
at a Weekly Rate,  subject to conversion to a Term Rate, as described  herein. A
"Weekly  Rate" is an  interest  rate for a Weekly  Rate  Period  determined  and
adjusted weekly as described below. A "Term Rate" is an interest rate for a Term
Rate Period determined as described below. The Bonds are in the "Weekly Mode" if
they bear interest at a Weekly Rate and a "Term Mode" if they bear interest at a
Term  Rate.  The  Weekly  Mode and each  Term Mode are each a "Rate  Mode".  All
computations  of interest at a Weekly Rate shall be based on a year of 360 days;
and all computations of interest at a Term Rate shall be based on a 360-day year
of twelve 30-day months.  As used in this Bond, the term "Interest Payment Date"
means  (i) with  respect  to Weekly  Rate  Interest,  the  first  Monday of each
calendar  month  commencing  January 5, 1998 and (ii) with  respect to Term Rate
Interest, each ________ and __________.
<PAGE>
         Weekly  Rate.  A Weekly Rate shall be  determined  for each Weekly Rate
Period as described  below. For each Weekly Rate Period and so long as the Bonds
are in the Weekly  Mode,  the  interest  rate on the Bonds  shall be the current
market rate determined by the Indexing Agent on the immediately preceding Weekly
Rate  Calculation  Date,  in accordance  with this Section.  On each Weekly Rate
Calculation  Date,  the Indexing  Agent shall  determine the Weekly Rate for the
next  succeeding  Weekly Rate Period.  The Weekly Rate shall be a percentage per
annum  equal to the Money  Market  Equivalent  Yield,  plus or minus the Special
Adjustment  Factor,  if any,  determined  by the  Indexing  Agent.  The  Special
Adjustment  Factor will be the amount, if any, which when added to or subtracted
from the Money Market  Equivalent  Yield,  would result in a Weekly Rate for the
applicable Weekly Rate Period, sufficient, in the opinion of the Indexing Agent,
to enable the  Remarketing  Agent to remarket the Bonds at 100% of the principal
amount thereof.  In determining the Special  Adjustment Factor on the Bonds, the
Indexing  Agent is to have due regard for general  financial  and credit  market
conditions  and such other  factors,  including  the credit rating and financial
condition of the Agent and applicable tender provisions,  which, in the judgment
of the  Indexing  Agent may have a bearing  on the  interest  rate on the Bonds.
Notice of such Weekly Rate shall be given by the  Indexing  Agent to the Trustee
and  the  Remarketing  Agent  by  the  close  of  business  on the  Weekly  Rate
Calculation  Date.  No notice of Weekly  Rates will be given to the Issuer,  the
Agent or the Holders;  however, the Issuer, the Agent and the Holders may obtain
Weekly Rates from the Trustee or the Indexing Agent upon request therefor.

         Anything herein to the contrary notwithstanding,  in no event shall the
Weekly Rate borne by the Bonds exceed the Maximum Rate.

         At the direction of the Issuer (which  direction  shall be given by the
Issuer upon the request of the Agent),  the Maximum Rate shall be increased to a
rate per  annum  specified  by the  Agent  which  does not  exceed  the  maximum
non-usurious  rate allowed by applicable  law;  provided  that, if the Bonds are
then rated by a Rating  Agency,  the Trustee shall receive a written notice from
each  Rating  Agency then  maintaining  a rating on the Bonds  stating  that the
proposed increase of the Maximum Rate will not cause the rating then assigned to
the Bonds to be lowered or withdrawn  prior to any increase in the Maximum Rate.
The consent of the  Bondholders  shall not be required for any such  increase in
the Maximum Rate.  The Trustee shall not be  responsible  for  determining  such
Maximum Rate or obtaining such Rating Agency notices.

         If for any reason the Indexing  Agent does not  determine a Weekly Rate
for any Weekly  Rate  Period as  aforesaid,  or if a court  holds a rate for any
Weekly  Rate  Period to be invalid or  unenforceable,  the Weekly  Rate for that
Weekly  Rate  Period  shall  be  equal  to the  Weekly  Rate in  effect  for the
immediately  preceding  Weekly Rate Period.  The Weekly Rate for any consecutive
succeeding  Weekly Rate Period for which the Indexing Agent does not determine a
Weekly Rate,  or a court holds a rate to be invalid or  unenforceable,  shall be
the sum of (i) the  daily  unweighted  average  of the  Federal  Funds  Rate (as
defined in the Indenture), for each Business Day of the preceding week plus (ii)
 .125%.

         The  determination of the Weekly Rate by the Indexing Agent pursuant to
the Indenture shall be conclusive and binding upon the Issuer, the Trustee,  the
Company, the Remarketing Agent, the Agent and the Holders of the Bonds.

         Term Rate. A Term Rate shall be determined as described below. The Term
Rate shall be determined  by the Indexing  Agent,  on the Term Rate  Calculation
Date, as the lowest rate of interest that, in the judgment of the Indexing Agent
taking into account prevailing  financial market conditions,  would be necessary
to enable the Remarketing Agent to arrange for the sale of the Bonds in the Term
<PAGE>
Mode in a secondary market sale at a price equal to the principal amount thereof
on the first  Business  Day of the Term Rate  Period;  provided  that (1) if the
Indexing Agent fails for any reason to determine the Term Rate for the Term Rate
Period,  such  Term  Rate  shall  be equal to 125% of the  average  annual  bond
equivalent  yield  calculations at par as of the first day of the  corresponding
Term Rate  Period  or, if such day is not a  Business  Day,  the next  preceding
Business Day, of United States  Treasury  obligations  having a term to maturity
similar  to such Term Rate  Period,  and (2) the Term Rate  shall not exceed the
lesser of (i) the maximum  interest  rate at which the Letters of Credit then in
effect  provides  coverage for at least forty three (43) days  interest and (ii)
10% per annum.  Determination  of the Term Rate by the  Indexing  Agent shall be
conclusive  and  binding  upon  the  Issuer,  the  Company,   the  Trustee,  the
Remarketing Agent, the Agent and the Holders. "Term Rate Calculation Date" means
a  Business  Day not more  than 15 days and not less  than one day  prior to the
first day of the Term Rate Period;  "Term Rate Period" means the period from and
after the Conversion Date until the Bonds have been paid or deemed paid.

         Conversion.  The  Indenture  provides  that the Company  shall have the
option  to  convert  the  Bonds  from  the  Weekly  Mode  to a Term  Mode on any
Conversion  Date the Company shall select;  provided  that the  Conversion  Date
shall be an Interest  Payment  Date.  The Company  may  exercise  such option by
giving written notice to the Issuer,  the Trustee,  the Remarketing  Agent,  the
Indexing  Agent and the Agent,  stating its election to convert the Rate Mode of
the Bonds to the Term Rate and stating the Conversion  Date  therefor,  not less
than 45 days (or such  shorter  period as shall be  acceptable  to the  Trustee)
prior to such Conversion  Date.  Notice of the exercise of the option to convert
shall not be effective unless certain  conditions set forth in the Indenture are
satisfied  with  respect to such  conversion.  The Trustee  shall give notice by
first  class mail to the Holders of the Bonds not less than 30 days prior to the
proposed Conversion Date stating (i) the interest rate on the Bonds is scheduled
to be converted to a Term Rate, (ii) the proposed Conversion Date, (iii) stating
the method of computation  which will take effect on the Conversion  Date,  (iv)
stating  that from and after the  Conversion  Date,  the Bonds will no longer be
subject to purchase on demand of the Holder, (v) if the Bonds will be secured by
Letters of Credit after the Conversion Date, so stating and stating the identity
of the LC  Issuers  issuing  such  Letters of Credit or if the Bonds will not be
secured by Letters of Credit after the Conversion Date, so stating,  (vi) if the
Bonds will be subject to  optional  redemption  after the  Conversion  Date,  so
stating,  (vii) stating that the Company on or before the tenth day prior to the
proposed  Conversion  Date, may determine not to convert the Bonds in which case
the Trustee shall notify the Holders in writing to such effect,  and (viii) that
all outstanding Bonds will be subject to a mandatory  purchase on the Conversion
Date, or if such  Conversion  Date is not a Business Day, the first Business Day
immediately  following  such  Conversion  Date,  at a price of par plus  accrued
interest.  As used in this Bond,  "Conversion  Date" means any Interest  Payment
Date on which the Rate Mode of the Bonds is  converted  from the Weekly  Mode to
the Term Mode.
<PAGE>
                          OPTIONAL AND MANDATORY TENDER

         Optional  Tender  for  Purchase  in Weekly  Mode.  While the Bonds bear
interest  at a Weekly  Rate,  any Bond shall be  purchased  on the demand of the
Holder  thereof on any  Business Day  designated  by such Holder in a Bondholder
Tender  Notice  (hereinafter  defined) at a purchase  price equal to 100% of the
principal amount thereof plus accrued interest, if any, to the date of purchase,
if there is delivered to the Trustee at its Principal Office or Delivery Office,
and to the  Remarketing  Agent at its Principal  Office,  a written  notice (the
"Bondholder  Tender  Notice") which (i) states the principal  amount (or portion
thereof)  of such Bond and (ii)  states the date on which such Bond (or  portion
thereof) shall be purchased, which date shall be a Business Day not prior to the
seventh  day next  succeeding  the date of the  delivery  of such  notice to the
Trustee and the Remarketing  Agent. By delivering the Bondholder  Tender Notice,
the Holder  irrevocably  agrees to deliver  such Bond,  if held in  certificated
form,  duly  endorsed  for  transfer in blank and with  guarantee  of  signature
satisfactory to the Trustee,  to the Principal  Office or the Delivery Office of
the Trustee or any other address  designated by the Trustee at or prior to 12:00
noon eastern time on the Business Day specified in the Bondholder Tender Notice.
The  determination by the Trustee of a Holder's  compliance with such Bondholder
Tender Notice and Bonds delivery  requirements  is in the sole discretion of the
Trustee and binding on the Company, the Issuer, the Remarketing Agent, the Agent
and the Holder. Any Bondholder Tender Notice which the Trustee determines is not
in  compliance  with the  provisions of this  paragraph  shall be of no force or
effect.

         Any  election  by a Holder to tender a Bond (or  portion  thereof)  for
purchase  on a  Business  Day shall be  irrevocable  and shall be binding on the
Holder  making  such  election  and on  any  transferee  of  such  Holder.  Each
Bondholder Tender Notice shall automatically constitute (i) an irrevocable offer
to sell the Bond (or  portion  thereof)  to which  such  notice  relates  on the
purchase  date at a price equal to the  purchase  price of such Bond (or portion
thereof)  described above, (ii) an irrevocable  authorization and instruction to
the Trustee to effect transfer of such Bond (or portion thereof) upon payment of
the purchase price to the Trustee on the purchase date,  (iii) with respect to a
tender of a portion of a Bond, an irrevocable  authorization  and instruction to
the  Trustee to effect the  exchange  of such Bond in part for other  Bonds in a
principal  amount equal to the retained  portion so as to facilitate the sale of
the tendered portion of such Bond, and (iv) an  acknowledgment  that such Holder
will have no further rights with respect to such Bond (or portion  thereof) upon
payment of the  purchase  price  thereof to the  Trustee on the  purchase  date,
except  for the  right of such  Holder  to  receive  such  purchase  price  upon
surrender of such Bond, if held in  certificated  form, to the Trustee  endorsed
for  transfer  in blank and with  guarantee  of  signature  satisfactory  to the
Trustee  and that after the  purchase  date such  Holder  will hold such Bond as
agent for the Trustee.  If the Bonds are not held in book-entry  form and, after
delivery to the  Trustee and the  Remarketing  Agent of such  Bondholder  Tender
Notice, the Holder making such election shall fail to deliver such Bond or Bonds
described in the Bondholder Tender Notice to the Trustee on or before 12:00 noon
eastern  time on the  applicable  purchase  date as described  herein,  then the
undelivered Bond or portion thereof (the  "Undelivered  Bond") described in such
Bondholder  Tender  Notice shall be deemed to have been tendered for purchase to
the  Trustee  and,  to the extent  that there shall be held by the Trustee on or
before the  applicable  purchase  date an amount  sufficient to pay the purchase
price  thereof and available for such purpose  pursuant to the  Indenture,  such
<PAGE>
Undelivered  Bond (or portion thereof) shall on such purchase date cease to bear
interest  and  no  longer  shall  be  considered  to be  outstanding  under  the
Indenture.  Moneys held by the Trustee for the purchase of the Undelivered Bonds
in  accordance  with the  foregoing  shall be held in a special  separate  trust
account for the Holders of such Undelivered  Bonds. Such moneys shall be held by
the Trustee  uninvested and without  liability for interest  pending delivery of
such Undelivered Bonds to the Trustee.

         Mandatory  Tender.  This  Bond  is  subject  to  mandatory  tender  for
purchase, at a price equal to the principal amount hereof plus accrued interest,
(a) on the Conversion Date, or if the Conversion Date is not a Business Day, the
first  Business  Day  immediately  following  the  Conversion  Date,  (b) on the
Interest  Payment  Date next  preceding  the  Expiration  Date of the Letters of
Credit or, if earlier,  the 30th day next preceding such Expiration Date, unless
the Trustee has received  notice that the Letters of Credit have been or will be
extended  or  Alternate  Letters  of Credit  will be  provided  pursuant  to the
Indenture;  (c) on the  Expiration  Date of the  Letters  of Credit  unless  the
Trustee has received by 11:00 a.m. on such Expiration  Date a written  extension
of the Letters of Credit or Alternate Letters of Credit; and (d) on the Purchase
Date  stipulated  by the Agent  pursuant to the Indenture in the event the Agent
directs the Trustee  pursuant to the  Indenture to call the Bonds for  mandatory
purchase.  Any Bond  which is not  delivered  for  purchase  prior to 12:00 noon
eastern  time on the  applicable  purchase  date  shall be  deemed  to have been
tendered  to  the  Trustee  as of  such  purchase  date  and  interest  on  such
Undelivered  Bond shall cease to accrue on such purchase date.  Thereafter,  the
Holder of such  Undelivered Bond shall not be entitled to any payment other than
the  purchase  price for such  Undelivered  Bond upon  surrender  thereof to the
Trustee   endorsed  for  transfer  in  blank  and  with  guaranty  of  signature
satisfactory  to the  Trustee.  Except for payment of such  purchase  price from
moneys held by the  Trustee for such  purpose,  such  Undelivered  Bond shall no
longer be outstanding and entitled to the benefits of the Indenture.

         BY  ACCEPTANCE  OF THIS BOND,  THE HOLDER  HEREOF AGREES THAT THIS BOND
WILL BE  PURCHASED,  WHETHER OR NOT  SURRENDERED,  ON ANY DATE  SPECIFIED BY THE
HOLDER  HEREOF IN THE  EXERCISE OF THE OPTIONAL  TENDER FOR  PURCHASE  DESCRIBED
ABOVE AND ON THE  PURCHASE  DATE IN  CONNECTION  WITH ANY  MANDATORY  TENDER FOR
PURCHASE.  IN SUCH  EVENT,  THE  HOLDER OF THIS BOND  SHALL NOT BE  ENTITLED  TO
RECEIVE FURTHER INTEREST HEREON, SHALL HAVE NO FURTHER RIGHTS UNDER THIS BOND OR
THE INDENTURE  EXCEPT FOR PAYMENT OF THE PURCHASE PRICE HELD  THEREFOR,  AND, IF
THIS BOND IS NOT  SURRENDERED ON SUCH DATE,  SHALL  THEREAFTER HOLD THIS BOND AS
AGENT FOR THE TRUSTEE.

                              OPTIONAL REDEMPTIONS

         Extraordinary Optional Redemption.

                  (i) The Bonds are subject to extraordinary optional redemption
by the  Issuer,  in the event of the  exercise  by the  Company of its option to
direct that  redemption  upon the  occurrence  of certain  events as provided in
Section 15.5 of the Lease at any time in whole or on any  Interest  Payment Date
in part, upon damage,  destruction or  condemnation  of part of the Project,  in
each case, at a redemption  price of 100% of the principal  amount redeemed plus
accrued interest to the redemption date.
<PAGE>
             (ii) The Series A Bonds are  subject to partial  redemption  in the
event  the  Company  elects  to  purchase  one  or  more  Subperforming  Theater
Properties pursuant to Section 15.4 of the Lease. The aggregate principal amount
of Series A Bonds to be so  redeemed  shall be equal to the  aggregate  purchase
prices  received by the Issuer from the  Company for the  Subperforming  Theater
Property or  Properties  so  purchased  in  accordance  with Section 15.4 of the
Lease.

         Partial  Redemption  Upon  Purchase.  The Series A Bonds are subject to
partial  redemption  after the Final  Project  Completion  Date in the event the
Company  elects  to  purchase  one or more  Individual  Properties  pursuant  to
Subsection 4.3(b) of the Lease. The aggregate principal amount of Series A Bonds
to be so  redeemed  shall be equal to the  aggregate  purchase  prices  actually
received  by the  Issuer  from  the  Company  for  the  Individual  Property  or
Properties so purchased in accordance with Subsection 4.3(b) of the Lease.

         Optional  Redemption  During Weekly Mode. Prior to the Conversion Date,
the Bonds  may be  redeemed  by the  Issuer,  at the  direction  of the  Company
(subject  to  Section  3.03) in  whole  at any  time or in part on any  Interest
Payment  Date,  prior to  maturity  at a  redemption  price equal to 100% of the
principal  amount thereof plus accrued  interest to the redemption  date. In the
case of the optional  redemption  of Bonds in part,  the Company may direct that
the Trustee only redeem Series A Bonds and not Series B Bonds to the extent that
the aggregate  principal  amount of the Series A Bonds  Outstanding  exceeds the
aggregate  principal  amount of Series B Bonds  Outstanding,  and thereafter all
optional  redemptions  shall be  applied  to the Series A Bonds and the Series B
Bonds in equal amounts.

         Optional   Redemption   After  Conversion  Date.  From  and  after  the
Conversion  Date,  the Bonds  shall be subject to optional  redemption  prior to
maturity by the Issuer,  at the direction of the Company,  if, and to the extent
and at such  redemption  prices as are set forth in the notice to Bondholders of
the conversion of the Bonds.

         Optional  Redemption on Special Right of Termination and Purchase.  The
Bonds are subject to optional  redemption  prior to  maturity,  at a  redemption
price equal to 100% of the principal amount thereof plus accrued interest to the
redemption date, in the event the Company  exercises its option to terminate the
Lease pursuant to Section 15.7 of the Lease.

                              MANDATORY REDEMPTIONS

         Mandatory  Sinking Fund  Redemption.  The Series A Bonds are subject to
mandatory  sinking fund  redemption  prior to maturity at a redemption  price of
100% of the principal  amount  redeemed plus accrued  interest to the redemption
date,  on the Annual  Payment  Dates in the years and in the  principal  amounts
specified  in the  Indenture.  In the event that any Series A Bonds are redeemed
(other than through  sinking fund  redemption  pursuant to this Section) and are
cancelled by the Trustee, the Trustee shall cause the Issuer to receive a credit
against its sinking  fund  redemption  obligations  in the  aggregate  principal
amount of Bonds so redeemed,  such credits to be given in such order of maturity
as may be directed by the Issuer,  at the  direction  of the  Company,  with the
consent  of the Agent  which  consent  shall  not be  unreasonably  withheld  or
delayed.  Also,  at its  option,  the  Company  may  deliver to the  Trustee for
cancellation  Series A Bonds purchased by the Company pursuant to the Indenture.
Such Series A Bonds so purchased,  delivered and cancelled  shall be credited by
the Trustee at 100% of the  principal  amount  thereof  against the sinking fund
<PAGE>
redemption  obligations  of the  Issuer  in such  order  of  maturity  as may be
directed by the Company with the consent of the Agent which consent shall not be
unreasonably  withheld or delayed, and the principal amount of Series A Bonds to
be  redeemed  by  sinking  fund   redemption   shall  be  accordingly   reduced.
Concurrently with the events described above, the Trustee shall take such action
as may be  necessary  to cause the  Company  to  receive  corresponding  credits
against its  obligations to make Lease  Payments (as defined in the  Indenture).
Anything  herein to the  contrary  notwithstanding,  the Issuer and the  Company
shall not receive  credits  pursuant to this section for sinking fund redemption
obligations  in respect of which the Trustee has given notice of  redemption  to
Holders prior to the accrual of such credits. The Series B Bonds are not subject
to mandatory sinking fund redemption.

         Partial Redemption on Final Project Completion Date. The Series A Bonds
are subject to partial  redemption  after the Final Project  Completion  Date in
accordance  with Section 3.9 of the Lease.  The  aggregate  principal  amount of
Series A Bonds to be so  redeemed  shall be  equal to (i) the  total  amount  of
moneys  remaining in the Project Fund (including  investment  earnings  thereon)
after the Final Project  Completion  Date which are transferred to the Bond Fund
pursuant to Section 5.03, plus (ii) moneys remaining in the Capitalized Interest
Account and the  Capitalized  Interest  Reserve  Account  (including  investment
earnings thereon) after the Final Project  Completion Date which are transferred
to the Bond Fund pursuant to Sections 5.02A and 5.02B, respectively,  plus (iii)
all  investment  earnings on amounts in the Bond Fund through and  including the
Final Project Completion Date.

         Partial Redemption from Uncompleted  Project Purchase Price. The Series
A Bonds are subject to partial  redemption  after the Final  Project  Completion
Date in accordance with Subsection 4.2(a) of the Lease. The aggregate  principal
amount  of  Series A Bonds  to be so  redeemed  shall be equal to the  aggregate
Uncompleted  Project  Purchase  Price  actually  received by the Issuer from the
Company pursuant to Subsection 4.2(a) of the Lease.

                               GENERAL PROVISIONS

         If less than all Bonds are to be redeemed at one time, the selection of
the Bonds to be  redeemed  shall be made by lot or by such  other  method as the
Trustee deems fair and appropriate; provided that any Bonds pledged to the Agent
shall be redeemed  first and any Bonds  owned by the  Company  shall be redeemed
second.

         If Bonds or portions  thereof are called for  redemption  and if on the
redemption  date  moneys for the  redemption  thereof  are held by the  Trustee,
thereafter  those Bonds or portions  thereof to be redeemed  shall cease to bear
interest,  and  shall  cease to be  secured  by,  and  shall not be deemed to be
outstanding under, the Indenture.

         Any  notice of  redemption  shall be given at least 15 days (30 days if
the Bonds are in the Term  Mode)  prior to the date  fixed  for  redemption,  by
mailing a copy of the redemption notice by first class mail, postage prepaid, to
the Holder of each Bond to be redeemed in whole or in part at the address  shown
on the  Register.  Notice of optional  redemption  may be  conditioned  upon the
deposit of moneys in the Bond Fund established under the Indenture, in an amount
sufficient for such redemption not later than 12 noon on the redemption date and
such notice shall be of no effect and the redemption  shall be deemed  cancelled
unless such moneys are so deposited.
<PAGE>
         If an  Event  of  Default  as  defined  in the  Indenture  occurs,  the
principal  of all Bonds  issued  under the  Indenture  may be  declared  due and
payable upon the  conditions  and in the manner and with the effect  provided in
the Indenture.

         If at any time the Trustee  holds moneys or  securities as described in
the  Indenture  sufficient  to pay at  redemption  or maturity the  principal or
redemption price of and premium,  if any, and interest on all Bonds  outstanding
under the Indenture and any purchase price payable  pursuant to the Indenture in
respect  thereof,  and if all other sums then  payable  by the Issuer  under the
Indenture  have been paid,  then subject to the  provisions of the Indenture the
lien of the Indenture and other  security held by the Trustee for the benefit of
the Holders will be discharged.  After such discharge, Holders must look only to
the deposited moneys and securities for payment.

         The Indenture  permits  certain  amendments or supplements to the Lease
and the Indenture not  materially  prejudicial to the Holders to be made without
the consent of or notice to the Holders,  and other  amendments  or  supplements
thereto to be made with the  consent of the  Holders of not less than a majority
in aggregate principal amount of the Bonds outstanding.

         The  Holder  of each  Bond  has only  those  remedies  provided  in the
Indenture.

         The  Bonds  are  issuable  only  as  fully   registered  bonds  in  the
denominations of $100,000 and any integral multiple thereof and are exchangeable
for Bonds of other authorized denominations in equal aggregate principal amounts
at the  Principal  Office of the Trustee,  but only in the manner and subject to
the  limitations  provided in the Indenture.  This Bond is  transferable  at the
Principal  Office of the  Trustee,  by the Holder in person or by his  attorney,
duly  authorized  in writing,  upon  presentation  and  surrender  hereof to the
Trustee.  While the Bonds bear  interest  at the Term Rate,  the  Trustee is not
required to transfer or exchange  (i) any Bond during a period  beginning at the
opening  of  business  15 days  before  the day of the  mailing  of a notice  of
redemption  of Bonds  and  ending at the  close of  business  on the day of such
mailing,  (ii) any Bonds  selected for  redemption in whole or in part, or (iii)
any Bond during the period of 15 days preceding any Interest Payment Date.

         This Bond shall not be  entitled to any  security or benefit  under the
Indenture or be valid or become obligatory for any purpose until the Certificate
of Authentication hereon shall have been signed.
<PAGE>

         IN WITNESS  WHEREOF,  the Issuer has caused this Bond to be executed in
its name by the manual or facsimile  signature of its Authorized  Representative
and  attested  by the  manual  or  facsimile  signature  of  another  Authorized
Representative.


[Seal]                                               MOVIEPLEX REALTY LEASING,
                                                               L.L.C.

Attest


                                                      By:
____________________                                      ____________________
Title                                              Title



 


                     [Form of Certificate of Authentication]

                  This   Bond   is   one   of  the   Bonds   described   in  the
within-mentioned Indenture.

Date of Authentication:                     [____________________________]
                                                       as Trustee



                                            By:___________________________
                                               Authorized Signature