FORM OF BOND PURCHASE AGREEMENT

                                     between

                        MOVIEPLEX REALTY LEASING, L.L.C.

                                       and


                                 [THE PURCHASER]

                             Dated November 20, 1997



<PAGE>
                         FORM OF BOND PURCHASE AGREEMENT


         THIS BOND  PURCHASE  AGREEMENT  is dated  November  20,  1997,  between
Movieplex  Realty  Leasing,  L.L.C.   ("Movieplex")  and  [the  Purchaser]  (the
"Purchaser").

         1.       Background.

                  Movieplex,  in order to obtain financing for a certain project
(the   "Project")   consisting   of  the   acquisition   or   groundleasing   of
yet-to-be-identified  parcels of real property  located in various states within
the United States, the construction thereon of state-of-the-art  multiplex movie
theaters and the leasing of such parcels and theaters to Carmike  Cinemas,  Inc.
(the  "Company")  pursuant  to a Master  Lease  dated  November  20,  1997  (the
"Lease"),  is issuing  and  selling  the Bonds (as  hereinafter  defined) to the
Purchaser  on the date  hereof.  The debt  service on the Bonds and the purchase
price of Bonds tendered for purchase shall initially be paid from drawings under
irrevocable, direct pay letters of credit (the "Letters of Credit") to be issued
by  Wachovia  Bank,  N.A.,  SunTrust  Bank,  Atlanta,  and The  Bank of New York
(collectively, the "Banks").

         2.       Definitions.

                  For purposes of this  Agreement the  following  terms have the
meanings specified:

                  "Agreement" means this Bond Purchase Agreement.

                  "Banks" shall have the meaning set forth in Section 1 hereof.

                  "Bonds" means  Movieplex's  Adjustable Rate Tender  Securities
(Carmike  Cinemas,  Inc.) 1997  Series A in the  aggregate  principal  amount of
$59,775,000,  which are being  issued by  Movieplex  pursuant to the  Indenture,
consisting of Series A-1 Bonds in the aggregate principal amount of $35,125,000,
Series A-2 Bonds in the aggregate principal amount of $12,325,000 and Series A-3
Bonds in the aggregate principal amount of $12,325,000.

                  "Company" means Carmike Cinemas, Inc., a Delaware corporation,
and its successors and assigns.

                  "Indenture"  means the Indenture of Trust dated as of November
1, 1997 between  Movieplex and First Union  National  Bank,  as Trustee  (unless
otherwise  provided in this  Agreement,  terms used in this Agreement shall have
the same meaning as provided in the Indenture).

                  "Lease" means that certain Master Lease between  Movieplex and
the Company dated November 20, 1997, as the same may be amended or supplemented.

                  "Offering Memorandum" means the Offering Memorandum, dated the
date hereof, with respect to the Bonds.

                  "Project"  shall  have the  meaning  set forth in Section 1 of
this Agreement.

                  "Purchaser" means [the Purchaser].
<PAGE>
                  "Transaction  Documents" means the Lease,  the Indenture,  the
Reimbursement  Agreement,  the Applicable  Construction  Agreements,  the Lessee
Undertaking, the Mortgages, the Assignments of Rents, the Master Assignment, the
Agency and Development Agreement, the Payment Direction Agreement, the Indexing,
Remarketing  and Placement  Agent Agreement (as each such term is defined in the
Lease) in connection with the Bonds and all  agreements,  documents or contracts
between  the  Landlord  and the Tenant or the  Landlord  and the Agent  and,  if
applicable,  the Lenders in connection with the transactions contemplated by any
of the foregoing.

                  "Trustee"  means First Union National Bank, as trustee for the
Bonds.

         3.       Sale and Purchase of Bonds.

                  (A) Sale and  Purchase  of  Bonds.  Subject  to the  terms and
conditions  contained in this  Agreement,  Movieplex  is selling  simultaneously
herewith  to the  Purchaser,  and the  Purchaser  is  purchasing  simultaneously
herewith from Movieplex,  the Bonds.  The Bonds are being issued pursuant to and
in the forms described in the Indenture.

                  (B)  The  Bonds  will  be  issued  as  Book-Entry  Bonds.  The
Depository Trust Company  ("DTC"),  New York, New York, will act as a securities
depository  for  the  Bonds.  The  Bonds  will  be  issued  as  fully-registered
securities registered in the name of Cede & Co. (DTC's partnership nominee). One
fully-registered Bond certificate will be issued for each maturity,  each in the
aggregate  principal  amount of such  maturity,  and will be deposited with DTC.
Settlement  of the sale of the Bonds is being made by the  deposit of such fully
registered Bond certificates  with DTC against payment in immediately  available
funds to the Trustee.

         4.  Representations and Warranties of Movieplex.  Movieplex  represents
and warrants to the Purchaser that:

                  (A) Authority.  Movieplex is a limited  liability company duly
formed, validly existing and in good standing under the laws of the State of New
Jersey.  The  execution,   delivery  and  performance  of  this  Agreement,  the
Transaction Documents to which Movieplex is a party and the Bonds have been duly
authorized by all necessary  action on the part of Movieplex and such execution,
delivery and performance do not and will not contravene, or constitute a default
under,  any provision of applicable  law or  regulation  or the  Certificate  of
Formation  or Amended and Restated  Operating  Agreement  of  Movieplex,  or any
judgment,  order, decree, agreement or instrument binding on it. This Agreement,
the Bonds and the Transaction Documents to which Movieplex is a party constitute
valid and binding obligations of Movieplex  enforceable in accordance with their
respective terms.

                  (B) Litigation and  Governmental  Authorization.  There are no
actions,  suits or  proceedings  pending  or,  to the  knowledge  of  Movieplex,
threatened  by or  against  Movieplex,  at law or in  equity or before or by any
federal, state, municipal or other governmental department,  commission,  board,
bureau, agency or instrumentality, an adverse decision in which might materially
adversely  affect  Movieplex or Movieplex's  ability to perform its  obligations
under this Agreement, the Transaction Documents to which Movieplex is a party or
the Bonds. All authorizations,  consents and approvals of governmental bodies or
agencies required in connection with the execution and delivery by Movieplex of,
or in connection with the performance by Movieplex of its obligations under this
Agreement,  the  Transaction  Documents  to which  Movieplex  is a party and the
Bonds, have been obtained and are in full force and effect.
<PAGE>
                  (C) Information.  In connection with its  participation in the
preparation  of the  Offering  Memorandum,  and  without  having  undertaken  to
determine independently the accuracy, completeness or fairness of the statements
contained in the Offering  Memorandum,  Movieplex  has no reason to believe that
any of the  information  contained  in the Offering  Memorandum  relating to the
Banks or the  Company  contained  any untrue  statement  of a  material  fact or
omitted to state a material fact  necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

         5. Limitations on the Representations and Warranties of Movieplex.

                  (A) It is  specifically  understood  and agreed that Movieplex
makes no  representation as to the financial  position or business  condition of
the Banks or the Company and does not  represent or warrant as to the  accuracy,
correctness or completeness of any of the statements,  information (financial or
otherwise),  representations  or  certifications  furnished  or to be  made  and
furnished by the Company in  connection  with the  execution and delivery of the
Lease or the  consummation  of the  transactions  contemplated  thereunder or in
connection with the execution and delivery of this Agreement or the issuance and
sale of the Bonds.

                  (B) IT IS  SPECIFICALLY  UNDERSTOOD  AND AGREED THAT THE BONDS
ARE SPECIAL,  LIMITED  OBLIGATIONS  OF MOVIEPLEX AND ARE PAYABLE SOLELY FROM THE
SOURCES REFERRED TO IN THE INDENTURE.

                  (C) All  covenants,  stipulations,  promises,  agreements  and
obligations  of Movieplex set forth herein shall be deemed to be the  covenants,
stipulations,  promises, agreements and obligations of Movieplex, and not of any
member,  manager or employee of Movieplex in his or her individual capacity, and
no recourse  shall be had for the payment of the  principal,  purchase  price or
redemption  price of or interest on the Bonds or for any claim based  thereon or
hereunder  against any member,  manager or employee of  Movieplex  or any person
executing the Bonds. Any certificates signed by a member, manager or employee of
Movieplex and delivered to the Purchaser  shall be deemed a  representation  and
warranty made by Movieplex to the Purchaser as to the statements made therein.

         6. Representations and Warranties of the Purchaser.

                  By its purchase of the Bonds,  the  Purchaser  represents  and
warrants to Movieplex that:

                  (A)  The  Purchaser  has  not  requested  from  Movieplex  any
information  concerning the business and affairs of the Banks or the Company and
hereby  (i)  expressly  waives  the  right  to  receive  such  information  from
Movieplex,  and (ii) relieves  Movieplex of any liability for failure to provide
such  information or for the inclusion in any such  information  provided by the
Banks  or  the  Company  or  in  any  of  the  documents,   representations   or
certifications provided or to be provided by the Company of any untrue statement
or for the failure  therein to include  any  information  necessary  to make the
statements  contained  therein,  in light of the circumstances  under which they
were made,  not  misleading.  The  Purchaser is a series of shares of beneficial
interests  issued by an  investment  company  registered  under  the  Investment
Company Act of 1940,  as  amended,  and has such  knowledge  and  experience  in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of investments of the general character of the Bonds.

                  (B) This Agreement has been duly executed and delivered by the
Purchaser and constitutes a valid and binding agreement of the Purchaser.
<PAGE>
                  (C) The Purchaser is purchasing  the Bonds for its own account
for  investment  and not  with a view to the  distribution  or  resale  thereof,
provided that the  Purchaser  reserves the right to dispose of any or all of the
Bonds in compliance  with federal and state  securities law, if in the future it
is deemed desirable by the Purchaser to do so.

         7. Conditions of Sale. The Purchaser's obligation to purchase the Bonds
under this Agreement is subject to the satisfaction of the following conditions,
each of which the Purchaser acknowledges has been satisfied on the date hereof:

                  (A) Upon settlement, the Bonds will have received ratings from
Standard & Poor's Rating Group, Inc. as follows:

                     Series A-1        $35,125,000            "AA+"/"A-1+"
                     Series A-2         12,325,000            "AA-"/"A-1+"
                     Series A-3         12,325,000            "AA-"/"A-1+"

                  (B) The Trustee  will have  received  irrevocable,  direct pay
Letters of Credit from the Banks fully securing the Bonds as well as appropriate
opinions  of  counsel  to  Movieplex  and  counsel  to the Agent for the  Banks,
respectively,  as to the due  authorization,  validity and enforceability of the
Bonds and of the Letters of Credit.

         8. Offering Memorandum.  The Purchaser  acknowledges its receipt on the
date hereof of a copy of the Offering  Memorandum.  The  Purchaser  acknowledges
that (i)  Movieplex  has not  verified or  approved,  and does not  represent or
warrant in any way, any of the information set forth in the Offering  Memorandum
other than  information  set forth under the heading "THE ISSUER",  and (ii) the
Banks have not verified or approved, and do not represent or warrant in any way,
any of  the  information  set  forth  in  the  Offering  Memorandum  other  than
information  set forth under the heading " THE LC ISSUERS"  and "THE  LETTERS OF
CREDIT".

         9.       Miscellaneous.

                  (A) All covenants, agreements,  representations and warranties
made by the parties in this  Agreement and in  certificates  or other  documents
delivered  pursuant  hereto shall  survive the sale and delivery of the Bonds to
the  Purchaser  and shall  continue in full force and effect until all the Bonds
are paid in full and thereafter to the extent  provided by the parties and shall
be binding  upon and inure to the benefit of the  successors  and assigns of the
parties hereto.

                  (B) This Agreement  shall be construed in accordance  with and
governed by the laws of the State of New Jersey.

                  (C) The  headings  of the  paragraphs  of this  Agreement  are
inserted for  convenience  only and shall not be deemed to  constitute a part of
this Agreement.

                  (D)  This   Agreement  may  be  executed   simultaneously   in
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.

         10.      Concerning the Purchaser.  [To be supplied by the Purchaser.]
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this Bond
Purchase Agreement as of the day and year first above written.


                                     MOVIEPLEX REALTY LEASING, L.L.C.

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



                                     By:
                                   Name:  Roger J. Burns
                                  Title:  Vice President


                                          THE PURCHASER


                                     By:
                                   Name:
                                  Title: