FORM OF LETTER OF CREDIT


                          IRREVOCABLE LETTER OF CREDIT

                      [LETTER OF CREDIT ISSUER LETTERHEAD]

                        IRREVOCABLE LETTER OF CREDIT NO.


Beneficiary: FIRST UNION NATIONAL BANK

Applicant/
Account Party: MOVIEPLEX REALTY LEASING, L.L.C.

Issue Date: November 20, 1997

Expiry Date: November 5, 2002

Amount:   [$43,260,624.99-Series  A-1/B-1]  [$15,179,166.67-Series  A-2/B-2  and
Series A-3/B-3]

Attention:

Ladies and Gentlemen:


At the request and on the  instructions of MOVIEPLEX  REALTY LEASING,  L.L.C., a
New Jersey limited  liability  company (the "Bond  Issuer"),  we hereby issue in
your favor, not individually, but solely as Trustee under that certain Indenture
of Trust dated as of November 1, 1997 (the "Indenture")  between the Trustee and
the Bond Issuer,  this irrevocable  direct pay letter of credit (this "Letter of
Credit")  in the amount of  [$43,260,624.99  for  A-1/B-1]  [$15,179,166.67  for
A-2/B-2  and  A-3/B-3](the   "Stated  Amount")  of  which  an  amount  equal  to
[$35,544,548.61  for A-1]  [$12,472,215.28  for A-2 and A-3] (the "Series  [A-1]
A-2] [A-3] Bond Stated  Amount")  may be drawn upon with respect to the payments
of interest and  principal  of the Series [A-1] A-2] [A-3] Bonds  referred to in
the Indenture, and an amount equal to [$7,716,076.38 for B-1] [$2,706,951.39 for
B-2 and B-3] (the  "Series  [B-1] [B-2] [B-3] Bond Stated  Amount") may be drawn
upon with respect to the payment of interest  and  principal of the Series [B-1]
[B-2] [B-3]  Bonds  referred to in the  Indenture;  the Series  [A-1] A-2] [A-3]
Bonds and the Series [B-1] [B-2] [B-3] Bonds are  individually  and collectively
referred to herein,  as the context may require,  the  "Bonds".  Notwithstanding
anything to the contrary  contained  herein,  the terms "Series [A-1] A-2] [A-3]
Bonds", "Series [B-1] [B-2] [B-3] Bonds" and "Bonds" shall not include any Bonds
which  have  been  purchased  with a "Tender  Drawing"  as  hereinafter  defined
("Pledged Bonds") unless the Agent has given notice of reinstatement hereof with
respect  to such  Pledged  Bonds  pursuant  hereto  (in which case they shall no
longer be Pledged  Bonds).  All payments by us of drawings  under this Letter of
Credit will be paid with our own funds.
<PAGE>
This Letter of Credit is issued for the  account of the Bond Issuer  pursuant to
that certain  Reimbursement  Agreement dated as of November 20, 1997, as amended
or supplemented from time to time (the  "Reimbursement  Agreement")  between the
Bond Issuer,  Wachovia Bank,  N.A., as Agent for the Lenders (the "Agent"),  us,
and  certain  other  Lenders  parties  thereto,  pursuant to which the Letter of
Credit and certain other letters of credit (the "Other  Letters of Credit") were
issued.

Subject to the provisions of this Letter of Credit,  a demand for payment may be
made by you by presentation to us, which  presentation  may be by telecopier and
confirmed  by  telephone to us, at  _____________________________  ,  Attention:
_____________________,   telecopier  no.______________________,   telephone  no.
__________________,  of your  completed  sight draft in the form of Attachment A
attached hereto,  accompanied by your signed certificate (with the blanks filled
in  appropriately)  (which  sight draft and  certificate  may be  telecopied  as
aforesaid):

1. If the drawing is being made with respect to the regularly  scheduled payment
of  principal  and  interest of Series [A-1] A-2] [A-3] Bonds (a "Series A Bonds
Scheduled  Payment  Drawing"),  your certificate in the form of Annex A attached
hereto; or

2. If the drawing is being made with respect to the regularly  scheduled payment
of interest or principal and  interest,  as the case may be, of the Series [B-1]
[B-2]  [B-3]  Bonds  (a  "Series  B  Bonds  Scheduled  Payment  Drawing"),  your
certificate in the form of Annex B attached hereto; or

3. If the  drawing is being made with  respect  to the  payment of the  purchase
price of Bonds  tendered  or  required  to be  tendered  pursuant  to the  Bonds
pursuant to Section 4.04 of the Indenture (a "Tender Drawing"), your certificate
in the form of Annex C attached hereto; or

4. If the  drawing  is being  made with  respect  to the  payment in full of the
principal amount outstanding and all accrued interest on the Bonds following the
occurrence  of an Event of Default  under the  Indenture (a "Default  Drawing"),
your certificate in the form of Annex D attached hereto.

More than one demand for payment may be made under Paragraphs 1, 2, or 3 of this
Letter of Credit.  A demand for  payment may be made under this Letter of Credit
prior to the  Expiry  Date at any time on a  Business  Day  during  our  regular
business  hours at our address set forth above. A demand for payment and drawing
hereunder  with  respect to the payment of interest on or principal of the Bonds
(including  the interest or principal  component of the  redemption  or purchase
price of Bonds,  in the case of Tender Drawing) shall not exceed that portion of
the Series [A-1] A-2] [A-3] Bond Stated  Amount or Series [B-1] [B-2] [B-3] Bond
Stated Amount, as the case may be, allocated herein to interest or to principal,
respectively,  as the same is reduced from time to time as herein  provided.  As
used  herein,  "Business  Day" shall  mean any day other than (i) a Saturday  or
Sunday,  or (ii) a day on which  commercial  banks in  Atlanta,  Georgia and New
York, New York, are authorized by law or executive order to close.

The termination  date of this Letter of Credit shall be the earliest of: (i) the
close of business on  November 5, 2002,  or, if such day is not a Business  Day,
then on the next succeeding  Business Day (such date, as it may be extended from
time to time as provided in the next sentence,  being called the "Expiry Date"),
(ii)  subject  to  reinstatement  pursuant  hereto,  the date on which  all then
remaining  available amounts hereunder are drawn, (iii) the close of business on
<PAGE>
the date on which we  receive  notice  from  the  Trustee  that no Bonds  remain
outstanding,  (iv) the close of business on the  effective  date of a substitute
letter of credit herefor is delivered pursuant to Section 5.08 of the Indenture,
and (v) upon the  delivery  by the  Trustee  to us of this  Letter of Credit for
cancellation  accompanied  by a  certificate  of  the  Trustee  in the  form  of
Attachment B attached hereto.  At the written request of the Bond Issuer, we may
give our written  consent to periodic  extensions  of the Expiry Date.  We shall
deliver to you a  certificate,  in the form of  Attachment  C  attached  hereto,
evidencing each extension of the Expiry Date. You shall surrender this Letter of
Credit to us on the first  Business Day following the  termination  date of this
Letter of Credit as set forth above.

A draft accompanied by a completed signed  certificate  presented to us prior to
12:00  noon  (Atlanta,  Georgia  time)  will be  honored no later than 3:00 p.m.
(Atlanta,  Georgia  time) on the same  Business  Day. A draft  accompanied  by a
completed signed certificate presented to us after 12:00 noon (Atlanta,  Georgia
time) on any  Business  Day will be honored  no later  than 3:00 p.m.  (Atlanta,
Georgia time) on the following Business Day. Payment under this Letter of Credit
shall be made in  accordance  with the  payment  instructions  set  forth in the
completed  certificate  accompanying  each  draft.   Notwithstanding  any  other
provisions  of this Letter of Credit,  payment shall be deemed to have been made
when such payment instructions have been entered on the Federal Reserve wire or,
in the event such payment  instructions  specify an account  maintained with us,
when  we have  credited  such  account.  If a  demand  for  payment  made by you
hereunder does not, in any instance, conform to the terms and conditions of this
Letter of Credit,  we shall give you prompt  notice  that the demand for payment
was not effected in accordance  with the terms and  conditions of this Letter of
Credit, stating the reasons therefor and that the we will upon your instructions
hold any  documents  at your  disposal  or return  the same to you.  Upon  being
notified that the demand for payment was not effectuated in conformity with this
Letter of Credit, you may attempt to correct any such non-conforming  demand for
payment to the extent that you are entitled to do so.

Notwithstanding  any  contrary  provision  of the  hereinafter  defined  Uniform
Customs, this Letter of Credit is successively transferable in its entirety (but
not in part) to a successor Trustee upon receipt by us (a copy of which shall be
furnished  to  the  Agent)  of  your  written   request  for  such  transfer  in
substantially  the form of  Attachment  E  attached  hereto,  acknowledged  by a
purported  officer  of  the  Trustee  and  the  transferee  addressed  to us and
certifying that the transferee is a successor Trustee under the Indenture.

Each demand for payment by us hereunder shall, pro tanto, reduce that portion of
the Stated  Amount  available  under this Letter of Credit;  provided,  however,
that:

(i) unless notice of non-reinstatement is given to you by the Agent prior to the
sixth  day (or,  if such  sixth day is not a  Domestic  Business  Day,  the next
preceding Domestic Business Day) following payment of a Series A Bonds Scheduled
Payment Drawing or a Series B Bonds Scheduled Payment Drawing, the Stated Amount
shall be reinstated by the amount: (x) of interest (but not principal)  included
in a Series A Bonds Scheduled Payment Drawing; and (y) of interest included in a
Series B Bonds Scheduled Payment Drawing; and
<PAGE>
(ii) with respect to principal and interest included in a Tender Drawing,  there
shall be no  reinstatement  with respect to the related Pledged Bonds unless and
until,  and only to the extent,  the Agent notifies us, the Trustee and RealVest
Securities  Corporation,  or any successor Remarketing Agent under the Indenture
(the  "Remarketing  Agent")  by  telephone  (thereafter  promptly  confirmed  in
writing), that this Letter of Credit has been reinstated, which notice shall not
be given until the Agent has  received  notice from the  Remarketing  Agent that
such  Pledged  Bonds  have  been   successfully   remarketed,   subject  to  the
reinstatement of this Letter of Credit,  and that all Reimbursement  Obligations
with respect  thereto shall be paid in full on the effective date of the sale of
the Pledged Bonds so remarketed from the proceeds of such remarketing.

The Stated  Amount of this Letter of Credit  shall also be reduced by the amount
stated in a written notice of reduction  executed by a purported  officer of the
Trustee  substantially  in the form of Attachment D to this Letter of Credit and
such a reduction of the Stated  Amount shall be effective as of the later of (i)
the date  specified  in such  notice or (ii) the actual date of receipt by us of
such notice at the above-stated  address;  and on or after the effective date of
such  reduction we shall have the right to require the Trustee to surrender this
Letter of Credit to us and to  accept  on such date of  surrender  a  substitute
irrevocable direct pay letter of credit dated such date of surrender in a Series
[A-1]  [A-2] [A-3] Bond  Stated  Amount  equal to the amount to which the Series
[A-1] [A-2] [A-3] Bond Stated  Amount of the Letter of Credit shall have been so
permanently  reduced and in an Series [B-1] [B-2] [B-3] Bond Stated Amount equal
to the amount to which the Series  [B-1] [B-2] [B-3] Bond  Stated  Amount  shall
have been so permanently  reduced, but otherwise having terms identical to those
of this Letter of Credit.

Under no  circumstances  shall  draws be made on this  Letter  of Credit to make
payments with respect to Bonds owned of record by the Bond Issuer (collectively,
the "Issuer Owned Bonds").

To the extent not  inconsistent  with the  express  terms  hereof this Letter of
Credit is subject to the Uniform  Customs and Practice for  Documentary  Credits
(1993  revision)  (International  Chamber of Commerce  Publication No. 500) (the
"Uniform  Customs").  This Letter of Credit shall be deemed to be made under the
laws of the State of New York,  including  Article 5 of its  Uniform  Commercial
Code, and shall, as to matters not governed by the Uniform Customs,  be governed
by and  construed in  accordance  with the laws of the State of New York without
reference to the conflict of laws principles thereof.

Your failure to make any partial  drawing at any time shall not impair or reduce
the  availability  of this  Letter  of Credit  in any  subsequent  period or our
obligation to honor your subsequent  demands for payment made in accordance with
the terms of this Letter of Credit.

We undertake  that your draft and  certificate  drawn and presented on or before
the Expiry  Date in  conformity  with the terms of this Letter of Credit will be
duly honored.
<PAGE>

This Letter of Credit sets forth in full our  undertaking,  and such undertaking
shall not be deemed in any way to be modified,  amended,  amplified or otherwise
affected by any document,  instrument or agreement referred to herein (including
the Bonds),  except only the Uniform Customs and the  certificates  provided for
herein.

Very truly yours,

[LETTER OF CREDIT ISSUER]1


By:
   Authorized Signature
   Title:

--------
1 Wachovia Bank, N.A. for Series A-1 and B-1, SunTrust Bank,  Atlanta for Series
A-2 and B-2 and The Bank of New York for Series A-3 and B-3