AGENCY AND DEVELOPMENT AGREEMENT

         THIS  AGENCY AND  DEVELOPMENT  AGREEMENT  is dated  November  20,  1997
between MOVIEPLEX REALTY LEASING, L.L.C., a New Jersey limited liability company
having an address at 2 World Trade Center,  Suite 2112, New York, New York 10048
(the  "Owner")  and CARMIKE  CINEMAS,  INC.,  a Delaware  corporation  having an
address at 1301 First Avenue, Columbus, Georgia 31901-2105 (the "Company").

                                    RECITALS

                  A.  Concurrently  herewith,  the  Owner  and the  Company  are
entering  into a Master Lease dated the date hereof (the  "Lease") in connection
with the leasing of the Leased Property by the Owner to the Company, all as more
fully set forth therein.

                  B. In order to provide for the  selection and  acquisition  of
the Individual Properties and the development and construction of the Applicable
Projects  thereon,  the  Owner  and  Company  have  agreed  to enter  into  this
Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants contained herein, the parties hereto agree as follows:

         1. Definitions. Capitalized terms used herein and not otherwise defined
shall  have  the  meanings  ascribed  to them in the  Lease.  In  addition,  the
following terms shall have the meanings set forth below:

                  "Applicable Acquisition Agreement" means, with respect to each
Individual  Property,  the agreement  between the Owner,  as purchaser or ground
lessee,  as the case may be,  and the  seller of such  Individual  Property,  as
seller or ground  lessor,  as the case may be,  pursuant  to which the Owner has
agreed or will agree to purchase or ground lease such Individual Property.

                  "Applicable  Approvals" means, with respect to each Individual
Property,   all  permits,   approvals  and  authorizations,   including  without
limitation site plan approval or similar land development  approvals,  which are
required to be obtained under Legal Requirements or by Governmental  Authorities
in connection with the acquisition or ground lease of such Individual  Property,
the construction of the Improvements and the Off-Site Improvements and the other
activities constituting part of the Applicable Project.

                  "Applicable  Assignment Agreement" means, with respect to each
Individual  Property,  the assignment agreement executed by the Company in favor
of the  Owner,  assigning  to the Owner all of the  Company's  right,  title and
interest in and to any Project Documents executed by the Company with respect to
such Individual Property or the Applicable Project.

                  "Applicable  Completion  Date"  means,  with  respect  to each
Individual  Property,  the  date  as  of  which  the  Improvements  thereon  are
substantially  completed,  as such date shall be evidenced by a  certificate  of
occupancy (or its equivalent)  issued by the applicable  Governmental  Authority
and  certified by the Company to the Owner and the Agent  pursuant to subsection
7(e)(vi) hereof.

                  "Applicable  Construction  Agreement"  means,  with respect to
each Individual Property,  the agreement or agreements between the Owner and any
Contractor(s) with respect to the construction of the Improvements on or at such
Individual Property.
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                  "Applicable Plans and  Specifications"  means, with respect to
each  Individual  Property,  the  architectural  and  engineering  drawings  and
specifications  describing the  construction of the  Improvements  thereon which
have been prepared for and accepted by the Company and which are approved by the
Owner and the Agent prior to the commencement of any  construction  with respect
to the Applicable Project.

                  "Applicable  Project"  means,  with respect to each Individual
Property, the acquisition or lease, construction,  renovation or installation of
such Individual Property, the Improvements thereon and the Off-Site Improvements
relating thereto,  including any expansion of, or additional equipment installed
in, any Individual Property, which is funded in whole or in part by the proceeds
of the  issuance of the Bonds,  for use by the Company  pursuant to the Lease or
any Supplemental Lease.

                  "Applicable  State"  means,  with  respect to each  Individual
Property,  the state or commonwealth within which such Individual  Property,  or
any portion thereof, is located.

                  "Construction   Disbursement"  means,  with  respect  to  each
Individual Property, a disbursement by the Trustee from the Project Fund for the
Costs  of  constructing,   renovating  or  installing  the  Applicable  Project,
including  without  limitation the  Improvements or Off-Site  Improvements at or
with respect to such Individual Property.

                  "Contractor"  means, with respect to each Applicable  Project,
any contractor  selected by the Company,  with the approval of the Owner and the
Agent, to construct, renovate and install such Applicable Project.

                  "Final  Disbursement"  means,  with respect to each Individual
Property,  the final  disbursement  by the Trustee from the Project Fund for the
Costs of the Applicable Project.

                  "Land  Acquisition  Disbursement"  means, with respect to each
Individual Property, a disbursement by the Trustee from the Project Fund for the
Costs of acquiring  title to, or (subject to the  approval of the Agent)  ground
leasing, such Individual Property.

                  "Owner  Indemnitees" shall have the meaning given to such term
in Section 9 hereof.

                  "Project  Documents"  means,  with respect to each  Individual
Property,  (i)  the  Applicable  Acquisition  Agreement,   (ii)  the  Applicable
Construction  Agreement,  (iii) the  Applicable  Approvals,  (iv) the Applicable
Plans and  Specifications  and (v) any and all other  documents  executed by the
Owner,  or executed by the  Company  and  assigned to the Owner  pursuant to the
Applicable Assignment  Agreement,  relating to the acquisition or ground leasing
of such  Individual  Project or the  design or  construction  of the  Applicable
Project.

                  "Requisition"  means a standard  requisition for disbursements
from the  Project  Fund,  in the form  attached  as Exhibit A, duly  executed by
Authorized Representatives of the Owner, the Company and the Agent.
<PAGE>
         2.       Agency Relationship.

                  (a) Subject to the  provisions  of  subsections  2(b) and 3(b)
hereof, the Owner, with respect to each Individual Property,  hereby irrevocably
appoints the Company as the Owner's agent,  with full authority in the place and
stead of the Owner and in the name of the Owner or otherwise,  from time to time
in the  Company's  discretion,  to (i) select the  location  of such  Individual
Property and negotiate the terms of the acquisition or ground lease thereof, and
obtain the  approval of the Agent with  respect to any such ground  lease;  (ii)
take any and all action  which the Company may deem  necessary  or  advisable in
order to cause the Applicable  Project,  including the Improvements and Off-Site
Improvements in connection therewith,  to be planned,  designed and constructed;
(iii)  exercise  any and all rights and  remedies,  take any action and give all
consents,  demands  and  notices,  that the Owner is  permitted  or  required to
exercise,  take or  give,  as  applicable,  under  or  pursuant  to the  Project
Documents;  (iv) subject to  subsection  5(b) below,  execute any change  orders
under any Applicable  Construction  Agreement;  (v) negotiate any  modification,
amendment or  supplement to any Project  Document;  (vi) cancel or terminate any
Project Document and (vii) subject to the provisions of Paragraph 7 hereof,  act
as  disbursing  and  paying  agent  on  behalf  of the  Owner  with  respect  to
disbursements to be made from the Owner's account number  1390296501  maintained
at Wachovia  Bank,  N.A.  The Owner hereby  ratifies all that the Company  shall
lawfully do or cause to be done  pursuant to this  subsection  2(a).  The rights
conferred on the Company  hereunder shall not impose any duty or obligation upon
it to exercise any such rights. The Company  acknowledges that the Owner has not
participated,  and will not participate,  in any negotiations of or with respect
to the  Project  Documents,  and that the Owner  has and will have no  knowledge
about the appropriateness, quality or fitness for a particular purpose of any of
the Individual Properties.

                  (b)  Notwithstanding  anything to the  contrary  contained  in
subsection  2(a),  in no event shall the Company take any action or exercise any
right or remedy:

                      (i) if the taking of such  action or the  exercise of such
right or remedy would (A) cause the Owner or any Individual Property, or the use
or operation thereof,  to be in violation of any applicable Legal  Requirements,
(B) cause the Owner to be in breach or default under any Project  Document,  the
Indenture,  the Reimbursement  Agreement or any other Transaction Document,  (C)
result in a material  decrease  in the value of any  Individual  Property or (D)
cause the Owner to incur any cost or  expense  (other  than any cost or  expense
which will be paid or reimbursed by moneys from the Project Fund);

                      (ii) if the Agent or the Trustee shall be entitled to take
such action or exercise such right or remedy pursuant to the Lease, the
Indenture, the Reimbursement Agreement or any other Transaction Document; or

                     (iii) if any such rights or remedies have been specifically
reserved to the Owner or the Agent under the Lease, the Indenture, the
Reimbursement Agreement or any other Transaction Document.

         3.       Project Documents.

                  (a) The  Company  shall  have the  right to  select  the other
parties to each of the Project Documents (each, a "Third Party") and, subject to
the terms and conditions  hereinafter set forth,  negotiate all of the terms and
provisions  thereof.  Any Project  Document to be executed by the Company  shall
contain a provision  whereby the Third Party (i) acknowledges  that such Project
<PAGE>
Document  will be  assigned  by the  Company to the Owner and  consents  to such
assignment, and (ii) agrees that the responsibility,  liability or obligation of
the Owner under such Project  Document to the Third Party (or any other  Person)
for any loss, cost, damage or expense (including, without limitation, reasonable
attorneys'  fees and  expenses)  that the Third Party (or any other  Person) may
suffer  or  incur as a  result  of any  representation,  warranty,  covenant  or
obligation to be made or performed by the Company thereunder shall be limited to
the Owner's  interest in the Individual  Property which is the subject matter of
such  Project  Document  and that no officer,  director,  manager,  shareholder,
partner,  member or other employee,  agent or  representative of the Owner shall
have any  liability or  obligation  thereunder  to the Third Party (or any other
Person).  Any Project  Document  executed by the Owner shall contain  provisions
similar to those described in clause (ii) of the immediately preceding sentence.

                  (b) Upon the written request of the Company,  the Owner agrees
to  promptly  execute and deliver  the  Project  Documents  for each  Individual
Property and any amendments,  supplements or  modifications  to any such Project
Documents;  provided, however, that change orders to the Applicable Construction
Agreement  may be executed by the Company in accordance  with the  provisions of
subsections 2(a) and 5(b) hereof; and provided further,  however, that the Owner
shall not be  obligated  to  execute  (i) any  Project  Document  which does not
contain the  provisions  for the benefit of the Owner  referred to in subsection
3(a) hereof or (ii) any amendment,  supplement or modification of the provisions
for the benefit of the Owner referred to in subsection 3(a) hereof.

         4. Exercise of Rights under Project  Documents.  Subject to the Agent's
rights under the Reimbursement Agreement and the other Transaction Documents:

                  (a) (i) The Owner  hereby  agrees  that  except  as  otherwise
expressly  provided  herein or in the Lease to the contrary,  and subject to the
terms of subsection  4(a)(ii) below,  the Owner shall not (A) exercise any right
or remedy,  take any  action or give any  consent,  demand or  notice,  under or
pursuant to any Project  Document or (B) modify,  amend,  supplement,  cancel or
terminate, or consent to any modification,  amendment, supplement,  cancellation
or  termination  of, any Project  Document,  without  first  obtaining,  in each
instance, the Company's consent thereto.

                      (ii)  Notwithstanding  the  terms  of  subsection  4(a)(i)
above,  the Owner may take any such  action  referred to in  subsection  4(a)(i)
above without  obtaining the  Company's  consent  thereto if (A) (1) the Company
shall have  withheld  its  consent  to the taking of any such  action or (2) the
Owner shall have made a reasonable  good faith  attempt to obtain the  Company's
consent  to the taking of any such  action but shall have been  unable to obtain
the  Company's  consent  thereto and (B) it shall be necessary  for the Owner to
take any such action (and, in the case of clause (2) above,  to take such action
promptly)  in order (1) for the Owner or any  Individual  Property  not to be in
violation  of any  material  applicable  Legal  Requirements,  (2) to  prevent a
material  decrease in the value of any  Individual  Property or (3) to prevent a
default or event of default from occurring under the Indenture,  the Lease,  the
Reimbursement  Agreement or any other Transaction  Document; it being understood
and agreed,  however, that the foregoing shall not impose any duty or obligation
upon the Owner to take any such  action.  Promptly  after taking any such action
without the Company's  consent as aforesaid,  the Owner shall notify the Company
in writing of the taking of such action.
<PAGE>
                  (b) The  Owner  hereby  agrees  that (i) it shall  send to the
Company,  promptly upon receipt,  or delivery  thereof by the Owner, as the case
may be, each and every notice,  demand,  request and other document  received or
sent by it under or pursuant to a Project Document; and (ii) to the extent that,
because the Company is not the named  party in a Project  Document,  the Company
shall be unable to perform  any act that the  Company is  permitted  to perform,
take any action that the Company is  permitted  to take or exercise any right or
remedy that the Company is permitted to exercise,  pursuant to Section 2 hereof,
then the Owner,  at the sole cost and  expense of the  Company,  shall  promptly
perform such act,  take such action,  or exercise  such right or remedy,  as the
case may be,  promptly  after the Company  shall so direct the Owner in writing;
provided,  however,  that the performance of such act, the taking of such action
or the  exercise  of such  right or remedy  shall not (A) cause the Owner or any
Individual Property to be in violation of any applicable Legal Requirement,  (B)
result  in a  default  or event of  default  under  any  Project  Document,  the
Indenture,  the Lease,  the  Reimbursement  Agreement  or any other  Transaction
Document  or (C) result in a material  decrease  in the value of any  Individual
Property.

                  (c) The  Company  agrees  that it shall (i) send to the Owner,
promptly upon receipt,  or delivery thereof by the Company,  as the case may be,
each and every notice, demand, request and other document received or sent by it
under or pursuant to a Project  Document  and (ii) at its sole cost and expense,
perform all acts,  take all actions and  exercise all rights and remedies to the
extent  that the  failure  to do so would  result  in,  or could  reasonably  be
foreseen  to result in, (A) the  violation  of or  noncompliance  with any Legal
Requirement  applicable to any  Individual  Property,  (B) a default or event of
default under any Project Document, the Indenture,  the Lease, the Reimbursement
Agreement or any other  Transaction  Document or (C) a material  decrease in the
value of any Individual Property.

        5.  Acquisition and  Construction of the Individual  Properties;  Change
Orders.

                  (a) Each  Individual  Property  shall be  acquired  or  ground
leased and  constructed  pursuant to this  Agreement and in accordance  with the
Project Documents relating thereto.

                  (b) (i) Except as set forth in subparagraph 5(b)(ii) below, no
change order to any Applicable  Construction Agreement shall be effective unless
same shall be consented to by the Owner and the Agent;  provided,  however, that
in the event the Owner  shall not have  granted or  withheld  its consent to any
such change  order by the time the Agent grants its consent  thereto,  the Owner
shall be deemed to have consented to such change order upon the Agent's  consent
thereto.  Any request by the Company for change orders shall be  accompanied  by
such  supporting  documentation  as  the  Owner  and  the  Agent  shall  request
including, without limitation, the cost thereof. As a condition to obtaining the
requisite  consents,  the Company shall cause to be delivered to the Trustee the
amount  described  in the  preceding  sentence,  which shall be deposited in the
Project Fund and disbursed as provided in the Indenture. The Agent and the Owner
shall not  unreasonably  withhold or delay their consent to change orders if the
same could not adversely affect the value of such Individual Property.
<PAGE>
                      (ii)  Notwithstanding  the foregoing,  neither the Owner's
nor the Agent's consent shall be required for any change order unless the amount
of such change order,  when added to the aggregate amount of all previous change
orders under the Applicable Construction Agreement, exceeds ten (10%) percent of
the total estimated project cost for the Applicable  Project as set forth in the
budget  delivered  to the Owner  and the Agent  pursuant  to  subparagraph  6(d)
hereof.

         6.  Prerequisites  to  Construction.  Prior to the commencement of work
with respect to any Applicable  Project at an Individual  Property,  the Company
shall provide to the Owner and the Agent, and the Owner and the Agent shall have
approved in their reasonable judgment (it being understood and agreed,  however,
that the  Owner  and the  Agent  shall be  deemed  to have  approved  any of the
following  items in the event that they shall not have  notified  the Company of
any disapproval within three (3) Business Days after receipt of such item):

                  (a) a copy of the form Applicable Plans and Specifications (it
being understood and agreed that the actual Applicable Plans and  Specifications
shall be delivered to the Owner and the Agent once they have been  prepared) and
all Applicable Approvals then required;

                  (b) an appraisal  of such  Individual  Property,  prepared (in
accordance with FIRREA and all other regulatory  requirements  applicable to the
Agent) and certified by an independent MAI appraiser acceptable to the Owner and
the Agent,  setting  forth the  estimated  fair market  value of the  Individual
Property (i) on and as of the Applicable  Completion Date (on an  "as-completed"
basis in accordance with the Applicable Plans and  Specifications),  which shall
be no less than ninety (90%) percent of the anticipated Cost for such Applicable
Project and (ii) on and as of the Expiration Date;

                  (c) a  certificate  from an Authorized  Representative  of the
Company stating that the Allocable  Costs for such  Applicable  Project will not
exceed the fair market value of such Individual Property as of the Final Project
Completion  Date, as established by the appraisals  obtained in accordance  with
subsection 6(b) above; and

                  (d) a project  budget  for such  Applicable  Project,  setting
forth in detailed form the types or  classifications of work to be performed and
materials and supplies to be procured in connection with such Applicable Project
and the budgeted cost of each such item of work and materials and supplies.

         7.       Disbursements from Project Fund.

                  (a) Generally.  Subject to the provisions below, disbursements
from the Project  Fund shall be made to  reimburse  the Company or the Owner for
Costs of the Projects incurred prior to the date hereof and to pay certain Costs
of the Projects hereafter incurred;  provided,  however,  that in no event shall
any funds be  disbursed  from the Project  Fund for or in respect of the cost of
acquiring any Equipment, it being understood and agreed that all Equipment shall
be  acquired  by  the  Company  with  or out of the  Company's  own  funds.  Any
disbursements from the Project Fund for the payment of the Costs of the Projects
shall be made by the  Trustee  only  upon the  submission  to the  Trustee  of a
Requisition  on the form  thereof  annexed  hereto  as  Exhibit  A  executed  by
Authorized Representatives of the Company, the Owner and the Agent.
<PAGE>
                  (b)  Equity  Investment   Account.   In  connection  with  the
submission of any Requisition hereunder, the Company shall determine whether the
amounts previously deposited in the Equity Investment Account within the Project
Fund will be in the Company's opinion  sufficient to cover three percent (3%) of
the aggregate  amount of Project Costs incurred or to be incurred by the Company
on or prior to the  anticipated  date of the  Requisition  next  succeeding  the
Requisition  in respect of which such  determination  is being made and, if such
amounts are  insufficient,  the amount of such  insufficiency  (the "Anticipated
Equity Shortfall"). The Company shall notify the Owner of the Anticipated Equity
Shortfall  (which  notification  may be made by means of a Requisition)  and the
Owner  shall  cause its  manager to notify and direct the  Preferred  Member (as
defined in the Operating  Agreement) to make a Preferred Member Contribution (as
defined  in the  Operating  Agreement)  in an amount  equal to such  Anticipated
Equity Shortfall in accordance with the terms of the Operating Agreement.

                  (c) Land  Acquisition  Disbursements.  Each  Requisition for a
Land Acquisition  Disbursement from the Project Fund shall be accompanied by the
following  items for the  Individual  Property  with  respect to which such Land
Acquisition Disbursement is requested:

                      (i) a lender's title insurance  binder issued by the Title
Company,  in form and substance  satisfactory to the Owner and the Agent, and in
an amount not less than the cost of such Individual Property,  insuring that the
Applicable  Mortgage is a valid first lien on such Individual  Property  subject
only to Permitted Encumbrances, together with proof of full payment of all fees,
charges and premiums therefor;

                      (ii) a current  ALTA-ACSM  location and boundary survey of
such Individual Property showing the dimensions and locations of all
improvements  located thereon and showing such Individual Property to be free of
encroachments,   overlaps  and  other  survey  defects,   other  than  Permitted
Encumbrances, all prepared and sealed by a licensed surveyor satisfactory to the
Owner,  the Agent and the Title Company and certified to the Title Company,  the
Owner, the Agent, and counsel to each of them;

                      (iii) a  current  Phase I  environmental  report  for such
Individual  Property,  prepared by an environmental firm acceptable to the Owner
and the Agent, satisfying the minimum standards set forth in ASTME 1527-94 (and,
if recommended in or indicated by the Phase I environmental  report,  a Phase II
environmental report, soil tests or other environmental reports or tests);

                      (iv) an affidavit of title in the customary  form from the
Owner;

                      (v)  evidence  of  insurance  as  required  by the  Lease,
together with proof of full payment of the first year's premiums;

                      (vi) a certification from an Authorized  Representative of
the Company  stating that all water,  sewer and other utilities are available to
service the operation of such Individual Property; and

                     (vii) a certificate  from an Authorized  Representative  of
the Company stating that (A) the representations and warranties of the Company
set  forth in the Lease are true,  correct  and  complete  as of the date of the
certificate except for changes in the ordinary course of business, none of which
either alone or in conjunction with other changes  materially  adversely affects
<PAGE>
the  Company,  its  business,  or its ability to perform any of its  obligations
hereunder,  under the Lease or under the other Transaction Documents to which it
is a party;  and (B) no Default or Event of Default  exists under this Agreement
or under the Lease.

                  (d)  Construction   Disbursements.   Each  Requisition  for  a
Construction  Disbursement  from the Project  Fund shall be  accompanied  by the
following  items  for  the  Individual  Property  with  respect  to  which  such
Construction Disbursement is requested:

                      (i) a certificate from an Authorized Representative of the
Company stating that (A) the  representations  and warranties of the Company set
forth  in the  Lease  are  true,  correct  and  complete  as of the  date of the
certificate except for changes in the ordinary course of business, none of which
either alone or in conjunction with other changes  materially  adversely affects
the  Company,  its  business,  or its ability to perform any of its  obligations
hereunder,  under the Lease or under the other Transaction Documents to which it
is a party;  (B) no Default or Event of Default  exists under this  Agreement or
under the Lease;  (C) all Applicable  Approvals then required in connection with
the work or services for which payment or  reimbursement  is requested have been
obtained and remain in full force and effect; (D) no written notice of any Lien,
right to Lien or  attachment  upon,  or claim  affecting  the  right to  receive
payment of, any of the moneys payable under the  Requisition  has been received,
or if received,  the Lien has been released or discharged or will be released or
discharged upon payment of the Requisition  under  arrangements  satisfactory to
the Owner and the  Agent;  and (E) the  Company  knows of no reason  why a final
certificate of occupancy will not be issued;

                      (ii) a certificate  from an Authorized  Representative  of
the Company (A) as to the in-place value of the completed construction portion
of the Improvements and the Off-Site  Improvements  drawn in accordance with the
budget  attached to the  Applicable  Construction  Agreement and  indicating the
amount  and  percentage  of work  completed  by  trade,  (B)  stating  that  the
Improvements  and Off-Site  Improvements  are being completed in accordance with
the  Applicable  Plans and  Specifications,  and (C) stating  that the  required
percentage of retainage  with respect to this and all prior  Requisitions  is in
accordance with the Applicable Construction Agreement;

                      (iii) [Intentionally Omitted];

                      (iv) a certificate  from an Authorized  Representative  of
the Company  stating that (A) the Company has obtained all Applicable  Approvals
then required in connection with the  construction of the  Improvements  and the
Off-Site  Improvements  at such  Individual  Property  and (B) there is no fact,
circumstance or reason known to the Company,  after due inquiry described in the
certificate,  why,  if  the  Improvements  and  the  Off-Site  Improvements  are
constructed in accordance with the Applicable Plans and Specifications,  (1) the
Improvements  would  not be  entitled  to a  certificate  of  occupancy  (or its
equivalent),  (2)  the  Improvements  would  not be  permitted  to be  occupied,
operated or used for their  intended  purpose and (3) all  Applicable  Approvals
thereafter  required from  Governmental  Authorities  would not be issued in the
normal course;

                      (v) evidence of the  performance  bonds and other  similar
assurances   required  to  be  provided  at  such  time  under  the   Applicable
Construction Agreement;
<PAGE>
                      (vi) evidence of all Applicable Approvals then required to
commence  construction of the  Improvements  and the Off-Site  Improvements  for
which payment is requested;

                     (vii) [Intentionally Omitted];

                      (viii) the Company's or the  Contractors'  affidavits (AIA
Form  G702)  satisfactory  to the  Owner  and  the  Agent  as to the  status  of
construction and the application of the moneys disbursed; and

                  (ix) any additional documents,  surveys, financing statements,
affidavits or certificates of the Company, any Contractor or any other Person as
the Owner or the Agent in their discretion may reasonably require.

                  (e)  Final   Disbursements.   Each  Requisition  for  a  Final
Disbursement  from the Project Fund shall be accompanied by the following  items
for the  Individual  Property with respect to which such Final  Disbursement  is
requested:

                      (i) a final  certificate of occupancy for the Improvements
on such Individual Property,  together with any other evidence that all work has
been approved and inspected by all Governmental Authorities having jurisdiction;

                      (ii)  a  final  completion   "as-built"   survey  of  such
Individual  Property  showing the  dimensions of the plot and the dimensions and
location of the  Improvements,  parking spaces,  easements,  if any,  streets on
which such  Individual  Property  fronts,  and  distance  to and name of nearest
intersecting  streets,  prepared and sealed by the licensed surveyor referred to
in subsection 7(c)(ii) or any other licensed surveyor satisfactory to the Agent,
which survey shall be certified to the Owner,  the Agent,  the Title Company and
counsel to each of them;

                      (iii) a title insurance policy issued by the Title Company
insuring  that  the  Applicable  Mortgage  is a first  lien  on such  Individual
Property,  subject only to Permitted  Encumbrances,  securing an amount equal to
the  aggregate  principal  amount  disbursed  from the Project  Fund for or with
respect to such Individual Property;

                      (iv)  "as  built"  Applicable  Plans  and  Specifications,
certified  by  the  architect  for  the  Applicable  Project,  together  with  a
certificate  from such  architect  stating  that the  Improvements  and Off-Site
Improvements  have been  constructed in accordance with the Applicable Plans and
Specifications and all Legal Requirements;

                      (v) a  certificate  from the  appraiser  who  prepared the
appraisal  submitted  pursuant  to  subparagraph  6(b)  hereof,  dated as of the
Applicable  Completion  Date and  addressed  to the Owner and the  Agent,  which
confirms  the  conclusions  reached in such  appraisal  with respect to the fair
market value of such Individual Property on and as of the Applicable  Completion
Date and on and as of the Expiration Date.

                      (vi) a certificate signed by an Authorized  Representative
of the  Company  confirmed  by the  Agent  stating  that,  as of the  Applicable
Completion  Date,  except for amounts  retained by the Trustee at the  Company's
direction  for any Cost of the  Projects  not then due and payable or if due and
payable not then paid, (A) the Applicable  Project has been  completed,  and (B)
all labor, services,  materials and supplies used in the Applicable Project have
been paid for.
<PAGE>
         8. Limitation on Liability of Owner.

                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding, the liability of the Owner to the Company in the performance by
the Owner of its  obligations  under this  Agreement  and for any default by the
Owner  hereunder  shall be  limited to the  interest  of the Owner in the Leased
Property,  and the Company agrees to look solely to the Owner's  interest in the
Leased Property for the recovery of any judgment  against the Owner arising from
the Owner's breach of this Agreement,  any Project Document, the Indenture,  the
Lease,  the  Reimbursement  Agreement  or any  other  Transaction  Document.  No
covenant or  agreement  contained  in this  Agreement  shall be deemed to be the
covenant or agreement of any present, past or future officer, director, manager,
shareholder,  partner,  agent or employee of the Owner in his or her  individual
capacity, and neither the officers, directors, managers, shareholders, partners,
agents or employees of the Owner nor any person  executing this Agreement for or
on behalf  of the  Owner  shall be liable  personally  on this  Agreement  or be
subject to any personal liability or accountability by reason of any transaction
or activity related hereto,  except for such party's gross negligence or willful
misconduct.

                  (b) The Owner shall have no  responsibility  to the Company or
any other Person for the  completion of any  Applicable  Project,  including the
Improvements  or the Off-Site  Improvements at or with respect to any Individual
Property or the  acquisition  and  installation  of any  equipment in connection
therewith,  and the Company  agrees not to assert any claim against or institute
an  action  against  the  Owner if for any  reason  the same are not  completed,
acquired or installed in accordance with the Project Documents.

         9.  Indemnification.  The  Company  hereby  agrees to and  hereby  does
indemnify,  defend  and hold  harmless  the Owner and its  officers,  directors,
shareholders,  managers,  partners,  members,  agents,  attorneys  and employees
(collectively,  the "Owner  Indemnitees")  from and against (i) any loss,  cost,
damage or expense (including, without limitation, reasonable attorneys' fees and
expenses) incurred or suffered by the Owner Indemnitees, or any of them, arising
from,  or out of, any action  taken or failed to be taken by the  Company or its
officers,  directors,  agents and employees under or relating to this Agreement,
any Project Document,  any Applicable Assignment Agreement,  the Indenture,  the
Lease, the Reimbursement Agreement or any other Transaction Document,  including
without limitation the breach by the Company of the representations, warranties,
covenants  or  obligations  of the  Company  in any  Project  Document  and  any
Applicable  Assignment Agreement,  and (ii) any and all actions,  suits, claims,
proceedings,  investigations,  demands,  assessments,  audits, fines, judgments,
costs and other expenses (including,  without limitation,  reasonable attorneys'
fees  and  expenses)  incident  to  any of the  foregoing  or to the  successful
enforcement  of this  Section,  except to the extent that the Owner  Indemnitees
have incurred or suffered such loss,  cost,  damage,  expense,  actions,  suits,
claims,  proceedings,   investigations,  demands,  assessments,  audits,  fines,
judgments,  costs and other  expenses  by reason of their  gross  negligence  or
willful  misconduct.  The  provisions  of  this  Section  9  shall  survive  the
termination or earlier expiration of this Agreement, the Lease, the Indenture or
the Reimbursement Agreement.

         10.  Notices.  All notices  required or permitted to be sent under this
Agreement shall comply with the "Notices" provision of the Lease.

         11. Further  Assurances and Corrective  Instruments.  The Owner and the
Company agree that they will, if necessary,  execute,  acknowledge  and deliver,
such  supplements  hereto and such  further  instruments  as may  reasonably  be
required for carrying out the expressed intention of this Agreement.
<PAGE>
         12.  Severability.  If any term or provision  of this  Agreement or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances  other than those to which it
is held invalid or  unenforceable,  shall not be affected  thereby and all other
terms  and  provisions  of this  Agreement  shall be valid and  enforced  to the
fullest extent permitted by Legal Requirements.

         13. Interpretation.

                  (a) Whenever in this Agreement any words of obligation or duty
are used,  such  words or  expressions  shall  have the same force and effect as
though made in the form of covenants.

                  (b) Words of any gender used in this  Agreement  shall be held
to include any other gender,  and words in the singular  number shall be held to
include the plural, when the context requires.

                  (c) This  Agreement  shall not be  strictly  construed  either
against the Owner or the Company,  regardless of whether any  provision  thereof
has been drafted by the Owner or the Company (or their respective attorneys).

                  (d) The headings and captions  contained in this Agreement are
inserted for  convenience of reference only, and are not to be deemed part of or
to be used in construing this Agreement.

                  (e) The  covenants  and  agreements  herein  contained  shall,
subject to the  provisions of this  Agreement,  bind and inure to the benefit of
the Owner,  its  successors  and assigns,  and the Company,  its  successors and
permitted assigns except as otherwise provided herein.

                  (f) This  Agreement  has been  executed  and  delivered in the
State of New York and shall be governed by and construed in accordance  with the
internal  laws of the State of New York,  except to the extent that the internal
laws of any Applicable State shall  mandatorily  govern matters relating to real
property located in such Applicable State.

                  (g) The Owner has made no  representations  or  promises  with
respect  to the  Leased  Property  or any  part  thereof,  except  as  expressly
contained herein or in any other Transaction Document.

         14. Recording.  This Agreement shall not be recorded,  except that upon
the request of either party,  the parties shall execute a short form  memorandum
of this  Agreement in recordable  form.  Such  memorandum may be recorded in the
appropriate  land records of any  Applicable  State and the Party  desiring such
recordation  shall  pay all  recording  fees.  Upon the  expiration  or  earlier
termination  of this  Agreement,  the Company  shall  execute and deliver to the
Owner,  in  recordable  form,  an  instrument  which  terminates  of record  any
memorandum  of this  Agreement.  The  Company  hereby  appoints  the  Owner  its
attorney-in-fact  to  execute  such  instrument  on the  Company's  behalf.  The
provisions of this Section 14 shall survive the expiration or sooner termination
of this Agreement.

         15.  Owner,  Agent  and  Company  Representatives.  Whenever  under the
provisions of this Agreement the approval of the Owner, the Agent or the Company
is  required  or the Owner,  the Agent or the  Company is  required to take some
<PAGE>
action at the request of the other, such approval of such request shall be given
for the Owner, by an Authorized Representative of the Owner, for the Agent by an
Authorized  Representative  of the Agent, and for the Company,  by an Authorized
Representative of the Company. The Owner, the Agent and the Company, as the case
may be, shall be authorized to rely upon any such approval or request.

         16.  Binding;  Counterparts.  This Agreement  shall be binding upon the
parties  hereto  only when duly  executed  on behalf of both the Company and the
Owner together;  provided, however, that each set of counterparts taken together
shall constitute an original.

         17. Time is of the Essence. Time is of the essence with respect to this
Agreement and no covenant or obligation hereunder to be performed by the Company
may be  waived  except  by the  written  consent  of the Owner and the Agent and
waiver of any such covenant or obligation or a forbearance  to invoke any remedy
on any occasion  shall not constitute or be treated as a waiver of such covenant
or obligation or any other  covenant or obligation as to any other  occasion and
shall not preclude the Owner from  invoking  such remedy at any later time prior
to the Company's cure of the condition  giving rise to such remedy.  Each of the
Owner's  rights  hereunder is cumulative  to its other rights  hereunder and not
alternative thereto.

         18. Receipt of Agreement.  The Parties hereto each acknowledge  receipt
of a signed, true and exact copy of this Agreement.

         19.  Unavoidable  Delay.  If either Party shall be delayed or prevented
from the  performance of any act required by this Agreement by reason of acts of
God, strikes, lockouts, labor troubles, inability to procure materials, or where
the Company is barred or prevented, directly or indirectly, from proceeding with
the  development  otherwise  permitted  by a  legal  action  instituted  by  any
Applicable  State agency,  political  subdivision  or other party to protect the
public  health and welfare or by a directive or Order  issued by any  Applicable
State  agency,  political  subdivision  or Court of  competent  jurisdiction  to
protect the public  health or welfare,  acts of war or other cause without fault
and beyond the reasonable  control of the Party  obligated,  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.

         20.  Relation of Parties.  Nothing in this Agreement shall be construed
to make the Parties  hereto  partner or joint  venturers or, except as otherwise
expressly  set forth  herein,  to render  either  party  hereto  liable  for any
obligation of the other.

         21. Entireties; Modifications.

                  (a)  Except  for the  Transaction  Documents,  this  Agreement
constitutes  the entire  agreement  of the Parties  hereto  with  respect to its
subject matter, and all prior agreements with respect thereto are merged herein.

                  (b) Any  attempt  hereafter  made to  change,  modify,  waive,
discharge or effect an  abandonment  of this Agreement in whole or in part shall
be void and  ineffective  unless in writing and signed by the Party against whom
enforcement  of the change,  modification,  waiver,  discharge or abandonment is
sought.
<PAGE>
         22. Survival of Indemnification  and Other  Obligations.  Regardless of
whether  explicitly  stated  in any  other  provision  of  this  Agreement,  any
obligation of the Company to indemnify  the Owner,  the Owner  Indemnitees,  the
Trustee, the Agent or any other Person shall constitute  Supplemental Rent under
the  Lease,  the  payment  of which  shall  survive  the  expiration  or earlier
termination of this Agreement and the Lease.

         23. Date for  Identification  Purposes.  This  Agreement has been dated
November 20, 1997 as a matter of convenience of reference  only.  This Agreement
shall not be effective and binding upon the Parties  until the actual  execution
and delivery hereof by the Owner and the Company.

         24.  Negotiation of this  Agreement.  This Agreement has been willingly
entered  into  by  sophisticated   commercial   parties,   each  represented  by
independent legal counsel.

         25. Consent to Jurisdiction.

                  (a) The  Company  hereby  irrevocably  agrees  that any  legal
action or proceeding  arising out of,  relating to or based upon this Agreement,
any Project Document,  any Applicable Assignment Agreement,  the Indenture,  the
Lease,  the  Reimbursement  Agreement or any other  Transaction  Document may be
brought in the Courts of the State of New York or in the United States  District
Court for the  Southern  District  of New York,  as the Owner may elect.  By the
execution  and  delivery  of this  Agreement,  the  Company  hereby  irrevocably
accepts, consents and submits generally and unconditionally, for itself and with
respect to its  properties,  to the  jurisdiction  of any such Court in any such
action or proceeding to adjudicate  any issues arising out of or related to this
Agreement,  any Project  Document,  any  Applicable  Assignment  Agreement,  the
Indenture,  the Lease,  the  Reimbursement  Agreement  or any other  Transaction
Document and the enforcement of their respective  terms. In the case of any such
action or  proceeding  brought  in the Courts of the State of New York or in the
United States District Court for the Southern  District of New York, the Company
hereby  waives  any  defense  it  might  have  based on lack of  subject  matter
jurisdiction,  lack of  personal  jurisdiction,  improper  venue,  or forum  non
conveniens  and,  in  connection  with or based  upon any  action or  proceeding
initiated by the Company,  any defense to a counterclaim  or  cross-claim  based
upon the doctrine of lis alibi pendens.

                  (b) The Company hereby  irrevocably  designates,  appoints and
empowers CT Corporation  or its successor as its authorized  agent (the "Service
of Process  Agent") to accept and receive,  for and on behalf of the Company and
its  property,  service  of  process  in the  State of New York on behalf of the
Company,  when and as such legal  actions or  proceedings  may be brought in the
Courts of the State of New York or of the United States  District  Court for the
Southern  District  of  New  York.   Service  of  process  out  of  any  of  the
aforementioned  Courts upon the Company may be effected by the mailing of copies
thereof by regular  mail and the mailing of copies  thereof by  certified  mail,
return receipt  requested or by a reputable  overnight courier to CT Corporation
or such other  address as the Service of Process  Agent may designate in writing
to the Owner,  such  service to become  effective  upon the  earlier of delivery
thereof to the Service of Process Agent as verified by the return receipt or the
courier or such other date provided by applicable  rules governing the Courts of
the State of New York, the federal rules of civil procedure or other  applicable
law.  It is  understood  that a copy of said  process  served on the  Service of
Process Agent is to be promptly forwarded by the Service of Process Agent to the
Company at its  address  set forth  herein,  but the  failure of the  Service of
<PAGE>
Process  Agent to forward to the Company or of the Company to receive  such copy
shall not affect in any way the  effectiveness of service of said process on the
Service of Process  Agent as the agent of the Company as  described  herein.  In
addition,  the Company irrevocably consents to the service of process out of any
of the aforementioned  Courts in any such action or proceeding by the mailing of
copies  thereof by a reputable  overnight  courier to the Company at its address
set forth herein or such other  address as the Company may  designate in writing
to the Owner,  such  service to become  effective  upon the  earlier of delivery
thereof to the Company as verified by the courier or such other date provided by
applicable rules of court or other applicable law.  Concurrently  herewith,  the
Company is  executing  and  delivering  to the  Service of Process  Agent (i) an
agreement  entitled  "appointment  of agent - prepaid,"  thereby  appointing the
Service of Process Agent as the Company's  agent and (ii) a check payable to the
order of the  Service  of  Process  Agent in the  required  amount  representing
payment in full of the  Service of Process  Agent's fee for serving as agent for
the entire Term of the Lease. The Company further agrees that it will not remove
the  Service of Process  Agent as agent,  and any attempt to do so shall be void
and of no force and effect.

         (c) Nothing herein contained shall affect the right of (i) the Owner to
commence legal proceedings or otherwise proceed against the Company in any other
jurisdiction or to serve process in any other manner permitted by applicable law
or (ii) the Company to commence legal  proceedings or otherwise  proceed against
the Owner in any other  jurisdiction  or to serve  process  in any other  manner
permitted by applicable law.

         26. Waiver of Trial By Jury. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW, THE COMPANY HEREBY WAIVES, AND THE OWNER IN ACCEPTING THIS AGREEMENT HEREBY
WAIVES,  ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF, RELATING TO OR
BASED UPON THIS  AGREEMENT,  ANY PROJECT  DOCUMENT,  ANY  APPLICABLE  ASSIGNMENT
AGREEMENT,  THE INDENTURE,  THE LEASE, THE REIMBURSEMENT  AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT.  The Owner or the Company may file an original counterpart
or a copy of this  Section 26 with any Court as written  evidence of the consent
of the Owner and the Company to the waiver of their right to trial by jury.
<PAGE>




         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date set forth on the first page hereof.



WITNESS:                                         OWNER:

                                                 MOVIEPLEX REALTY LEASING,
                                                 L.L.C.

                                                    By:  RANDOLPH, HUDSON & CO.,
                                                         INC., Manager



/s/Susan Forsyth                                    By:  /s/Roger J. Burns
----------------                                         ------------------
Susan Forsyth                                     Name:  Roger J. Burns
Assistant Secretary                              Title:  Vice President

                                                 COMPANY:

ATTEST:                                          CARMIKE CINEMAS, INC.



/s/Larry M. Adams                                   By:  /s/John O. Barwick III
-----------------                                        ----------------------
Larry M. Adams                                   Name:   John O. Barwick III
Secretary                                       Title:   Vice President