MASTER LEASE


                                     BETWEEN


                        MOVIEPLEX REALTY LEASING, L.L.C.,
                                   as Landlord


                                       AND


                             CARMIKE CINEMAS, INC.,
                                    as Tenant



                            Dated: November 20, 1997






         THIS LEASE AND THE LEASED PROPERTY COVERED HEREBY HAVE BEEN ASSIGNED TO
AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF WACHOVIA BANK, N.A., AS AGENT
(THE "AGENT") UNDER AND TO THE EXTENT SET FORTH IN MORTGAGES AND  ASSIGNMENTS OF
RENTS,  EACH DATED THE DATE  HEREOF,  BY  LANDLORD IN FAVOR OF THE AGENT AS SUCH
AGREEMENTS  MAY BE  SUPPLEMENTED,  AMENDED,  OR  MODIFIED  FROM  TIME TO TIME IN
ACCORDANCE WITH THE PROVISIONS  THEREOF.  TO THE EXTENT, IF ANY, THAT THIS LEASE
CONSTITUTES  CHATTEL  PAPER (AS SUCH TERM IS DEFINED IN THE  UNIFORM  COMMERCIAL
CODE AS IN EFFECT IN ANY APPLICABLE  STATE),  NO SECURITY INTEREST IN THIS LEASE
MAY BE CREATED  THROUGH THE TRANSFER OR  POSSESSION  OF ANY  COUNTERPART  HEREOF
OTHER  THAN  THE  ORIGINAL  COUNTERPART,   WHICH  SHALL  BE  IDENTIFIED  AS  THE
COUNTERPART  CONTAINING  THE  RECEIPT  THEREFOR  EXECUTED  BY  THE  AGENT  ON OR
IMMEDIATELY FOLLOWING THE SIGNATURE PAGE HEREOF OR THEREOF.
<PAGE>
                                  MASTER LEASE


         THIS MASTER LEASE 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,  as Landlord,  and
CARMIKE CINEMAS,  INC., a Delaware  corporation  having an address at 1301 First
Avenue, Columbus, Georgia 31901-2105, as Tenant.

         FOR  AND  IN   CONSIDERATION   of  the   premises  and  of  the  mutual
representations, covenants and agreements herein set forth, the Landlord and the
Tenant,  each binding itself,  its successors and assigns,  do mutually promise,
covenant  and  agree  as  follows;  provided  that  in  the  performance  of the
agreements of the Landlord herein contained, any obligation it may incur for the
payment of money  with  respect to the Bonds  shall be payable  solely  from the
Trust Estate or from the  liquidation  of collateral  pledged by the Landlord as
security for its performance under the Indenture:

                        ARTICLE 1. DEFINITIONS AND USAGE

         Section  1.1.  Definitions.  Capitalized  terms used but not defined in
this  Lease  shall  have  the  meanings  given to them in the  Indenture  or the
Reimbursement  Agreement,  as the case may be. In addition,  the following terms
shall have the meanings specified in this Article,  unless the context otherwise
requires.

         "Account" means any account established in any of the Funds established
under the Indenture.

         "Additional Bonds" means any Series of Additional Bonds issued pursuant
to Section 2.05(A) of the Indenture.

         "Additional Rent" has the meaning given to it in Section 3.8(a)(ii).

         "Adjusted  Cash Flow"  means,  for any period,  Consolidated  Operating
Income for such period,  plus, to the extent  deducted in determining the amount
thereof,  (i) Rental  Obligations (less any principal portion of any Off-Balance
Sheet Leases),  (ii) depreciation and amortization,  and (iii) any aggregate net
income during such period arising from the sale,  exchange or other distribution
of capital assets,  provided that the total amount so included  pursuant to this
clause  (iii)  shall not  exceed 5% of  Consolidated  Operating  Income for such
period.

         "Affiliate" of any Person means (i) any other Person which directly, or
indirectly through one or more  intermediaries,  controls such Person,  (ii) any
other Person which directly,  or indirectly through one or more  intermediaries,
is controlled by or is under common control with such Person, or (iii) any other
Person of which such Person  owns,  directly or  indirectly,  20% or more of the
common stock or equivalent equity interests.  As used herein, the term "control"
means  possession,  directly or indirectly,  of the power to direct or cause the
direction  of the  management  or  policies  of a Person,  whether  through  the
ownership of voting securities, by contract or otherwise.

         "Agency and  Development  Agreement"  means the Agency and  Development
Agreement  dated the date hereof between the Landlord and the Tenant,  a copy of
which is attached  hereto as Exhibit A,  pursuant to which,  among other things,
the Tenant agrees to act as  development  agent for the Landlord for the purpose
of selecting the Individual Properties and constructing the Applicable Projects.
<PAGE>
         "Agent" means,  (i) initially,  Wachovia Bank, N.A., and its successors
and assigns in that capacity as agent for the Financial Institutions issuing the
Letters of Credit,  and (ii)  thereafter,  either (A) in the event that only one
Alternate  Letter of Credit is outstanding,  the Financial  Institution  issuing
such Alternate Letter of Credit or (B) in the event that there are no Letters of
Credit or Alternate Letters of Credit outstanding, the Trustee.

         "Aggregate  Fair Market Value" means the aggregate fair market value of
the  Individual  Properties  comprising the Leased  Property,  as determined and
confirmed  by the  appraisals  delivered  by the Tenant to the  Landlord and the
Agent  pursuant  to  Sections  6(b) and  7(e)(v) of the  Agency and  Development
Agreement.

         "Allocable Costs" means, with respect to any Individual  Property,  the
Costs allocable to such Individual Property.

         "Alterations"  shall  have the  meaning  given to such term in  Section
11.1.

         "Alternate  Letters  of  Credit"  means,  collectively,   any  and  all
irrevocable,  direct-pay  letters  of credit  issued in  confirmation  of, or in
replacement or substitution  for, any Letters of Credit or Alternate  Letters of
Credit, which (i) authorize drawings thereunder by the Trustee,  (ii) are issued
by one or more national banking  associations,  banks,  trust companies or other
financial  institutions  which  are  Eligible  Lenders  and  (iii)  satisfy  the
requirements of Section 5.08 of the Indenture.

         "Applicable   Acquisition   Agreement"  means,  with  respect  to  each
Individual Property,  the agreement between the Landlord, 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 Landlord 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 under
Legal  Requirements  or by  Governmental  Authorities  in  connection  with  the
acquisition  or 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 of Rents" means, with respect to each Individual
Property,  the assignment of rents pursuant to which the Landlord assigns to the
Agent all of the  Landlord's  right,  title and  interest  in and to all  leases
affecting or relating to such Individual Property.

         "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 final  certificate of occupancy
issued by the applicable  Governmental  Authority and certified by the Tenant to
the  Landlord  and  the  Agent  pursuant  to  Section  7(e)  of the  Agency  and
Development Agreement.

         "Applicable   Construction  Agreement"  means,  with  respect  to  each
Individual  Property,  the agreement or agreements  between the Landlord and any
contractor(s) with respect to the construction of the Improvements on or at such
Individual Property.
<PAGE>
         "Applicable  Margin"  means the  Applicable  Margin as set forth on the
Letter of Credit Fee Pricing  Schedule  Matrix  attached  hereto and made a part
hereof as Exhibit B, as the same may be amended or replaced from time to time.

         "Applicable  Mortgage" means, with respect to each Individual Property,
the fee or leasehold mortgage and security  agreement,  deed of trust or similar
document  pursuant to which the Landlord grants to the Agent a first lien on and
security interest in and to its interest in such Individual Property.

         "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 Tenant and which are approved by the
Landlord  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 Tenant  pursuant to this Lease or
any Lease Supplement.

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

         "Assignments  of  Rents"  means,  collectively,  all of the  Applicable
Assignments of Rents from time to time.

         "Assumed Rate" shall mean six (6%) percent per annum.

         "Authorized  Officer" or "Authorized  Representative"  means,  (1) with
respect to the Landlord:  any manager of the  Landlord;  (2) with respect to the
Tenant:  the  President,  any Executive  Vice President or any Vice President or
such  other  person  at the time and from  time to time  designated  by  written
certificate  furnished to the Landlord and the Trustee  containing  the specimen
signatures of such person and signed on behalf of the Tenant by the Secretary or
Assistant Secretary of the Tenant; (3) with respect to the Trustee:  any officer
of the Trustee  authorized by the Trustee to act or execute  documents on behalf
of the Trustee; and (4) with respect to the Agent: any officer.

         "Bankruptcy  Code" means Title 11 of the United  States Code (11 U.S.C.
ss.ss.101  et seq.) as  amended  from time to time,  and any  successor  statute
thereto.

         "Basic  Rent"  means  the  rent  required  to be paid  pursuant  to the
provisions of Section 3.5.

         "Basic  Rent  Commencement  Date"  means the  earlier  of (i) the Final
Project Completion Date or (ii) the date on which there are insufficient  moneys
available  in the  Capitalized  Interest  Account  or the  Capitalized  Interest
Reserve  Account  to make a  payment  then due on the Bonds or (iii) the date on
which there are  insufficient  funds in the  Financing  Costs  Account to make a
payment of Financing Costs then due and payable.

         "Basic Rent Payment" means the payment of Basic Rent.
<PAGE>
         "Basic  Rent  Payment  Date"  means,   on  and  after  the  Basic  Rent
Commencement  Date, (A) the first Monday of each month, or if such Monday is not
a Business Day, the next succeeding Business Day, and (B) on and after any date,
with respect to a prepayment of Rent or  acceleration  of amounts due under this
Lease, the Prepayment Date or date of acceleration, as the case may be.

         "Board of  Directors"  means the Board of  Directors of the Tenant or a
duly authorized  committee of directors lawfully  exercising the relevant powers
of such Board.

         "Bond" or  "Bonds"  means any one or more of the  Series A Bonds or the
Series B Bonds or of any Series of  Additional  Bonds or Refunding  Bonds or any
Bonds  which  are  thereafter  authenticated  and  delivered  in  lieu  of or in
substitution for such Bonds pursuant to the Indenture.

         "Bond  Fund"  means  the  Fund so  designated  and  established  by the
Indenture.

         "Business Day" means any day except a Saturday,  Sunday or other day on
which commercial banks in Georgia are authorized by law to close.

         "Capital  Lease"  as  applied  to any  Person,  means  any lease of any
property (whether real, personal or mixed) by such Person as lessee which would,
in accordance  with GAAP,  be required to be  classified  and accounted for as a
capital  lease on the balance  sheet of such Person,  other than, in the case of
the Tenant or a Restricted Subsidiary,  any such lease under which the Tenant or
a Wholly Owned Restricted Subsidiary is the lessor.

         "Capital Lease  Obligations"  means, with respect to any Capital Lease,
the  amount  of the  obligations  of  the  lessee  thereunder  which  would,  in
accordance  with GAAP,  appear on a balance  sheet of such  lessee (or the notes
thereto) in respect of such Capital Lease.

         "Capitalization Rate", as used in Section 8.2, means the rate of return
on  investment  required by a  purchaser  or an owner of  income-producing  real
property,  which return consists of Net Operating Income to be generated by such
real property.

         "Capitalized  Interest  Account"  means the account  within the Project
Fund so designated and established by the Indenture.

         "Capitalized  Interest  Costs"  means all  deposits in the  appropriate
Funds and Accounts  established  under the Indenture for payment of  capitalized
interest on the Bonds.

         "Certificate," "Order," "Request," "Requisition" and "Statement" means,
respectively,  a written certificate,  order, request,  requisition or statement
signed by an  Authorized  Representative  of the  Landlord,  the  Trustee or the
Agent. Any such instrument and supporting opinions or  representations,  if any,
may, but need not, be combined in a single instrument with any other instrument,
opinion or  representation,  and the  instruments  so combined shall be read and
construed  as a single  instrument.  Any  requisition  signed  by an  Authorized
Representative  of the  Tenant  requesting  the  disbursement  of funds from the
Project  Fund for  Costs of the  Projects  shall  have  also  been  signed by an
Authorized  Representative  of the  Landlord and of the Agent  evidencing  their
approval thereof.
<PAGE>
         "Change of Control"  means the  occurrence of either of the  following:
(i) the  consummation of any transaction  (including,  without  limitation,  any
merger or consolidation) the result of which is that any "person" or "group" (as
such terms are used in Section 13(d)(3) of the Securities  Exchange Act of 1934,
as amended)  becomes  the  beneficial  owner of more of the voting  power of the
outstanding  voting  stock of the  Tenant  than that  beneficially  owned by the
"Patrick  Family" (as defined in the Credit  Agreement) or (ii) the first day on
which  more than a majority  of the  members  of the Board of  Directors  of the
Tenant are not Continuing Directors.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commencement Date" means the date of the issuance of the Bonds.

         "Communications"  shall have the meaning  given to such term in Section
26.1.

         "Compliance  Certificate"  shall have the meaning given to such term in
Section 2.1(s)(iii).

         "Consolidated Cash Flow" means, for any period, the sum of Consolidated
Operating  Income of the Tenant,  and its Restricted  Subsidiaries,  plus to the
extent  deducted  in  determining   such   Consolidated   Operating  Income  (i)
depreciation  and  amortization  and (ii) any  aggregate  net income during such
period arising from the sale,  exchange or other distribution of capital assets;
provided,  however,  that the total  amount so included  pursuant to this clause
(ii)  shall not exceed 5% of  Consolidated  Operating  Income  for such  period;
provided further,  however, that, in calculating  Consolidated Cash Flow for any
such period,  any  acquisition or disposition of assets that shall have occurred
during  such period will be deemed to have  occurred  at the  beginning  of such
period;  provided  further,  however,  that (x) for purposes of determining  the
ratio of  Consolidated  Funded Debt to  Consolidated  Cash Flow, Rent paid under
this Lease or any other  Off-Balance  Sheet  Lease  which has been  deducted  in
computing  Consolidated Net Income shall be added back in computing Consolidated
Cash Flow, and (y) with respect to any Individual Property which was acquired or
ground leased by the Landlord  within the 12-month  period ending on the date of
the  determination  of  Consolidated  Cash  Flow.  Consolidated  Cash Flow shall
include  Theater-Level EBITDA with respect to such Individual Property and shall
be determined on the basis of actual Theater-Level EBITDA within such period and
projected  Theater-Level  EBITDA for the  remainder  of such  period  (with such
projections  being  based on the  average  Theater-Level  EBITDA  of  comparable
theater  properties of the Tenant which were operated during the entire 12-month
period).

         "Consolidated  Funded  Debt"  means at any date the Funded  Debt of the
Tenant and its Restricted Subsidiaries, determined on a consolidated basis as of
such date.

         "Consolidated  Net  Income"  means for any  period,  the net income (or
deficit)  of the  Tenant  and its  Restricted  Subsidiaries  for such  period in
question (taken as a cumulative whole) after deducting, without duplication, all
operating  expenses,  provisions for all taxes and reserves  (including reserves
for deferred  income taxes) and all other proper  deductions,  all determined in
accordance  with  GAAP  on a  consolidated  basis,  after  eliminating  material
inter-company  items in  accordance  with GAAP and after  deducting  portions of
income  properly  attributable  to  outside  minority  interests,   if  any,  in
Subsidiaries;  provided, however, that there shall be excluded (a) any income or
<PAGE>
deficit of any other Person accrued prior to the date it becomes a Subsidiary or
merges into or consolidates with the Tenant or another  Subsidiary,  (b) the net
income in excess of an amount  equal to 5% of  Consolidated  Net Income for such
period before giving effect to this clause (b) (or deficit) of any Person (other
than a  Subsidiary)  in which the  Tenant or any  Subsidiary  has any  ownership
interest,  except to the extent that any such income has been actually  received
by the  Tenant  or such  Subsidiary  in the form of cash  dividends  or  similar
distributions,  and provided that the resulting  income is generated by lines of
businesses  substantially  similar  to those of the  Tenant  and its  Restricted
Subsidiaries  taken as a whole  during the fiscal year ended  December 31, 1996,
(c) any restoration to income of any contingency  reserve,  except to the extent
that  provision  for such  reserve  was made out of income  accrued  during such
period, (d) any deferred credit or amortization  thereof from the acquisition of
any  properties  or assets of any Person,  (e) any aggregate net income (but not
any  aggregate net loss) during such period  arising from the sale,  exchange or
other  distribution  of capital  assets (such term to include all fixed  assets,
whether  tangible or  intangible,  all inventory  sold in  conjunction  with the
disposition  of fixed  assets and all  securities)  to the extent the  aggregate
gains from such  transactions  exceed  losses  from such  transactions,  (f) any
impact on the income  statement  resulting from any write-up of any assets after
the Effective Date (as defined in the Credit Agreement),  (g) any items properly
classified  as  extraordinary  in  accordance  with GAAP,  (h)  proceeds of life
insurance  policies to the extent such proceeds exceed premiums paid to maintain
such life insurance policies,  (i) any portion of the net income of a Restricted
Subsidiary  which is unavailable for the payment of dividends to the Tenant or a
Restricted  Subsidiary,  (j) any gain arising from the  acquisition  of any debt
securities for a cost less than principal and accrued interest,  (k) in the case
of a successor to the Tenant by permitted consolidation or merger or transfer of
assets  pursuant  to  Section  2.1(bb),  any  earnings,  of  such  successor  or
transferee prior to the consolidation,  merger or transfer of assets and (1) any
earnings on any Investments of the Tenant or any Subsidiary except to the extent
that such  earnings  are  received  by the  Tenant or such  Subsidiary  as cash,
provided that earnings which would otherwise be excluded from  Consolidated  Net
Income pursuant to the preceding provisions of this clause (1) shall be included
in  Consolidated  Net  Income  but only to the  extent  that such  earnings  are
attributable  to the net income of any Person (other than a Subsidiary) in which
the Tenant or any Subsidiary  has any ownership  interest and such net income is
not otherwise  excluded from  Consolidated Net Income by virtue of clause (b) of
this definition.

         "Consolidated  Net Worth" means as of any date of determination (a) the
sum  of  (i)  the  net  book  value  (after  deducting   related   depreciation,
obsolescence,  amortization,  valuation and other proper reserves other than any
such reserve  maintained in accordance  with GAAP in connection  with the use of
the last-in-first-out  method of inventory valuation) at which the assets of the
Tenant and its Restricted  Subsidiaries would be shown on a consolidated balance
sheet at such date prepared in accordance with GAAP, but excluding any amount on
account  of  write-ups  of  assets  after  the date of the most  recent  audited
financial statements delivered pursuant to Section 2.1(s), and (ii) the net book
value of the Leased Property and all other property leased by the Tenant and its
Subsidiaries  pursuant to Off-Balance  Sheet Leases minus (b) the sum of (i) the
net book value of all items of the  following  character to the extent,  if any,
they are  included  in  consolidated  assets of the  Tenant  and its  Restricted
Subsidiaries  or deducted from  consolidated  liabilities  of the Tenant and its
Restricted  Subsidiaries:  (A)  Investments  which,  solely  by  reason  of  the
description  in clause (c) of the definition of Restricted  Investments,  do not
constitute  Restricted  Investments,  and  (B)  Restricted  Investments  made as
<PAGE>
permitted by the provisions of Section 2.1(w),  and (ii) the amount at which the
consolidated  liabilities of the Tenant and its Restricted  Subsidiaries  (other
than  capital  stock and  surplus)  would be shown on such  balance  sheet,  and
including as  liabilities  all reserves for  contingencies  and other  potential
liabilities and all minority interests in Restricted Subsidiaries.

         "Consolidated Operating Income" means, for any period, Consolidated Net
Income for such period plus, to the extent  deducted in  determining  the amount
thereof,  (i) the aggregate  amount paid, or required to be paid, in cash by the
Tenant and its  Restricted  Subsidiaries  in respect of income taxes  (including
deferred taxes) during such period plus (ii) Interest Expense.

         "Consolidated  Subsidiary"  means,  for any Person,  each Subsidiary of
such  Person  (whether  now  existing  or  hereafter  created or  acquired)  the
financial  statements of which shall be (or should have been)  consolidated with
the financial statements of such Person in accordance with GAAP.

         "Consolidated Total Capitalization" means, at any time, the sum of: (i)
Consolidated Net Worth, and (ii) Consolidated Funded Debt.

         "Continuing  Director"  means,  as of any  date of  determination,  any
member  of the Board of  Directors  of the  Tenant  who (i) was a member of such
Board of Directors on the  Commencement  Date or (ii) was nominated for election
or elected to such Board of  Directors  with the  approval  of a majority of the
Continuing  Directors  who  were  members  of  such  Board  at the  time of such
nomination or election.

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

         "Costs" or "Costs of the  Projects"  means (i) all Hard and Soft Costs,
plus (ii) all Financing Costs, plus (iii) all Capitalized  Interest Costs, minus
(iv) all  interest  earned  prior to the Final  Project  Completion  Date on all
amounts held in the Funds and Accounts under the Indenture.

         "Credit  Agreement"  means the Credit  Agreement dated October 17, 1997
among  Tenant,  each of the banks listed  therein and Wachovia  Bank,  N.A.,  as
agent, as heretofore amended, modified and supplemented.

         "Current  Debt"  means  as at any  date of  determination  all Debt for
borrowed money maturing or payable on demand or within one year from the date of
the creation thereof  including any Debt that is by its terms or by the terms of
any instrument or agreement relating thereto directly or indirectly renewable or
extendible,  at the option of the debtor, to a date beyond such year,  including
any  outstanding  amounts of any revolving  credit  facility,  but excluding any
fixed or contingent  payments  maturing or required to be made not more than one
year after such date in respect of the  principal  and  premium,  if any, on any
Funded Debt.  Any Debt that is extended or renewed  shall be deemed to have been
created at the date of such extension or renewal.

         "Debt" of any Person means at any date,  without  duplication,  (i) all
obligations  of such Person for borrowed  money,  (ii) all  obligations  of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services,  except  trade  accounts  payable  arising in the  ordinary  course of
business,  (iv) all  obligations of such Person as lessee under Capital  Leases,
<PAGE>
(v) all  obligations  of such Person to  reimburse  any bank or other  Person in
respect of amounts  payable  under a banker's  acceptance,  (vi) all  Redeemable
Preferred  Stock of such  Person  (in the event such  Person is a  corporation),
(vii) all  obligations  (absolute or contingent) of such Person to reimburse any
bank or other  Person in  respect  of  amounts  paid under a letter of credit or
similar instrument,  (viii) all Debt of others secured by a Lien on any asset of
such Person,  whether or not such Debt is assumed by such  Person,  and (ix) all
Debt of others  Guaranteed by such Person. In determining the Debt and assets of
any Person, no effect shall be given to deposits,  trust arrangements or similar
arrangements  which,  in accordance  with GAAP,  extinguish  Debt for which such
Person remains legally liable, except Debt shall not include the promissory note
of the  Tenant in a  principal  amount  not to  exceed  $3,622,974  and  bearing
interest  at the rate of 10.083% per annum  payable to  Columbus  Bank and Trust
Company, and any extensions and renewals thereof,  provided the proceeds of such
promissory  note are used to pay the full  purchase  price of a  certificate  of
deposit (the "IRB  Certificate of Deposit"),  such promissory note (and any such
extension or renewal  thereof) is secured by the pledge of such IRB  Certificate
of Deposit  issued by Columbus  Bank and Trust  Company in an amount and bearing
interest at a rate sufficient to pay all obligations under such promissory note,
such  promissory  note  is  nonrecourse  to  the  Tenant  or to  any  Restricted
Subsidiary  except to such IRB  Certificate of Deposit and the obligation  under
such  promissory  note is not, in accordance  with GAAP, to be classified on its
balance sheet as debt.

         "Default"  means an event or condition  the  occurrence of which would,
with the  lapse of time or the  giving  of  notice  or both,  become an Event of
Default.

         "Deferred Maintenance Obligation" *[material omitted]

         "EastWynn" means EastWynn Theaters,  Inc., an Alabama corporation and a
wholly owned subsidiary of the Tenant.

         "Environmental  Requirements"  means all present  and future  statutes,
regulations,  rules,  ordinances,  permits,  approvals  and similar items of all
Governmental   Authorities   relating  to  the  protection  of  the  environment
including,  without  limitation,  those statutes  regulating the use, transport,
storage,  disposal,  discharge,  release  or  threatened  release  of  Hazardous
Substances  applicable  to the Leased  Property  and the  Off-Site  Improvements
(until legal title to any portion of the Off-Site  Improvements  shall have been
transferred to a Governmental Authority) and/or the use thereof.

         "Equipment" means, collectively, all furniture, fixtures and equipment,
including  all  additions  and   modifications   and   accessions   thereto  and
substitutions  and  replacements  thereof,  purchased  or  acquired,  or  to  be
purchased or acquired, by the Tenant (excluding any such items acquired with the
proceeds  from the  issuance  of the  Bonds) and  located  on,  installed  at or
otherwise used in connection  with any Individual  Property,  including  without
limitation  all  seats,  movie  screens,  projection  equipment  and  concession
equipment.

         "Equity Return Rate" * [material omitted]

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

--------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately  with the  Commission  pursuant  to Rule  24b-2. 
<PAGE>
         "ERISA  Affiliate"  means (i) any corporation  which is a member of the
same controlled  group of corporations  (within the meaning of Section 414(b) of
the Code) as the Tenant;  (ii) a partnership or other trade or business (whether
or not  incorporated)  which is under  common  control  (within  the  meaning of
Section  414(c) of the Code) with the Tenant;  and (iii)  solely for purposes of
liability  under Section  12(c)(11) of the Code,  the Lien created under Section
412(n) of the Code,  or for tax  imposed  for  failure to meet  minimum  funding
standards  under  Section  4971 of the  Code,  a member  of the same  affiliated
service group (within the meaning of Section  414(m) of the Code) as the Tenant,
any  corporation  described in clause (i) above or any  partnership  or trade or
business described in clause (ii) above.

         "Event of Default"  means the  happening  or  occurrence  of one of the
events or circumstances described in Section 17.1.

         "Expiration   Date"  means  the  day  preceding  the  sixteenth  (16th)
anniversary of the Final Project Completion Date; provided, however, that if the
Initial Term is extended pursuant to the renewal provisions of Article 8 of this
Lease, the Expiration Date shall mean the last day of any such Renewal Term.

         "Fair  Market  Value"  shall  have the  meaning  given to such  term in
Section 15.2(b).

         "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.

         "Final  Project  Completion  Date" means the date which is  twenty-four
(24) months after the Commencement Date.

         "Financial  Advisor" means RealVest Capital  Corporation,  a New Jersey
corporation.

         "Financing Costs" means and includes all fees and expenses necessary to
issue, offer and sell the Bonds and to arrange for the Landlord's Equity Amount,
including  without  limitation  (i) the fees and  reimbursable  expenses  of the
Financial  Advisor,  the  Placement  Agent,  the Agent and the LC Issuers and LC
Participants,  (ii) the fees and reimbursable  expenses of the attorneys for the
Landlord, the Tenant, the Agent and the LC Issuers and LC Participants and (iii)
all other costs relating to the issuance and sale of the Bonds, including Rating
Agency fees, printing expenses, Trustee setup fees and Trustee's counsel fees.

         "First Renewal Term" shall have the meaning set forth in Article 8.

         "Fiscal Quarter" means any fiscal quarter of the Tenant.

         "Fixed Charges" for any period, means without  duplication,  the sum of
(i) the aggregate  amount of Interest  Expense  during such period plus (ii) the
aggregate  amount  of Rental  Obligations  (less any  principal  portion  of any
Off-Balance Sheet Leases) for such period.

         "Fund" means any of the funds established under the Indenture.

         "Funded  Debt" of any Person means (i) all Debt of such Person which in
accordance with GAAP would be classified on a balance sheet of such Person as of
such date as long-term debt, and including in any event all Debt of such Person,
whether secured or unsecured, having a final maturity (or which, pursuant to its
terms,  is  renewable  or  extendible  at the option of such Person for a period
ending) more than one year after the date of the creation thereof (including any
<PAGE>
portion  thereof which is on such date included in current  liabilities  of such
Person),  plus (ii) all Current Debt of such  Person;  it being  understood  and
agreed that,  with respect to the Tenant,  the term "Funded Debt" shall include,
in  addition  to all Debt which  would  otherwise  be  included  pursuant to the
foregoing  definition,  but without  duplication,  (x) the sum of the  principal
amount  of  the  Outstanding  Bonds  and  the  Tenant's  obligations  under  any
Off-Balance  Sheet Leases,  less amounts in the Project Fund (and any comparable
funds and accounts under documentation executed and delivered in connection with
any Off-Balance Sheet Leases) and (y) the Landlord's Equity Amount.

         "GAAP" means  generally  accepted  accounting  principles  applied on a
basis  consistent  with those which,  in accordance  with Section 1.3, are to be
used in making the calculations for purposes of determining compliance with this
Lease.

         "Governmental  Authority" means any and all courts,  boards,  agencies,
commissions,  offices or authorities of any nature whatsoever for any government
unit (federal,  state, county, district,  municipal,  city or otherwise) whether
now or hereafter in existence.

         "Guarantee"  by  any  Person  means  any   obligation,   contingent  or
otherwise,  of such Person directly or indirectly  guaranteeing  any Debt of any
other  Person  and,  without  limiting  the  generality  of the  foregoing,  any
obligation,  direct or indirect,  contingent or otherwise, of such Person (i) to
secure,  purchase or pay (or advance or supply funds for the purchase or payment
of) such Debt or other  obligation  (whether  arising  by virtue of  partnership
arrangements,  by agreement to keep-well,  to purchase assets, goods, securities
or services,  to provide  collateral  security,  to take-or-pay,  or to maintain
financial  statement  conditions  or  otherwise)  or (ii)  entered  into for the
purpose  of  assuring  in any other  manner  the  obligee  of such Debt or other
obligation  of the payment  thereof or to protect such  obligee  against loss in
respect  thereof (in whole or in part),  provided that the term Guarantee  shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

         "Hard and Soft Costs"  means and shall be deemed to  include,  together
with any other proper item of cost which is not specifically  mentioned  herein,
whether  incurred prior to or after the date of this Lease,  (a) the cost of the
acquisition  or the ground  leasing of the Leased  Property,  fees and  expenses
related  thereto;  (b) the costs and expenses of the Landlord which are incurred
for labor and materials and payments to Contractors, builders and materialmen in
connection  with  the  acquisition  or  leasing,  construction,  renovation  and
installation of any Individual  Property;  (c) the cost of contract bonds and of
insurance of any kind that may be required or that may be  necessary  during the
course  of  acquisition,   construction,  renovation  and  installation  of  any
Individual Property which is not paid by the Contractor or Contractors;  (d) the
costs and expenses of the Landlord for test borings, surveys,  estimates,  plans
and specifications and preliminary  investigations therefor, and for supervising
construction,  as well as for the  performance  of all  other  duties  which are
required by or which are  consequent  to the proper  construction,  acquisition,
renovation and  installation  of any  Individual  Property;  (e)  [Intentionally
Omitted];  (f) all other costs which the Landlord shall be required to pay under
the  terms  of any  Acquisition  Agreement  or  Construction  Agreement  for the
acquisition,   construction,   renovation  or  installation  of  any  Individual
Property;  (g) any sums which are  required  to  reimburse  the  Landlord or the
Tenant  for any  advances  which are made by either of them for any of the above
<PAGE>
items,  or for any other  costs which are  incurred  and for work which has been
done by either or both of them, provided that same is properly chargeable to any
Individual Property; and (h) such other expenses which are not specified in this
Lease or the Agency and  Development  Agreement  and which may be  necessary  or
incidental to the construction,  acquisition, renovation and installation of any
Individual  Property,  the financing  thereof and the placing of the same in use
and  operation.  "Hard and Soft Costs" shall also include the costs and expenses
incurred  by any  agent  of the  Landlord  or any  other  Person  for any of the
above-mentioned items.

         "Hazardous  Substances" means any hazardous or toxic substance,  waste,
pollutant  or  contaminated  material,   including  without  limitation,   those
substances within the scope of any federal,  state or local  environmental laws,
regulations and  ordinances,  including the Resource  Conservation  and Recovery
Act, as amended,  the  Comprehensive  Environmental  Response,  Compensation and
Liability Act, as amended,  the Superfund  Amendment and  Reauthorization Act of
1986, as amended, the Federal Water Pollution Control Act, as amended, the Clean
Air Act, as amended, and the Safe Drinking Water Act, as amended.

         "Impositions" means:

                  (i) all real  estate  taxes,  payments  in lieu of real estate
taxes, water and sewer rents and special  assessments for public improvements or
benefits levied against the Leased Property,  any taxes levied against any other
personal  property  owned  by the  Tenant  and  located  at or upon  the  Leased
Property, charges for public utilities, excises, levies, license and permit fees
and other charges, ordinary or extraordinary, whether foreseen or unforeseen, of
any kind and nature  whatsoever,  which during the Term may be levied,  charged,
confirmed,  assessed  or  imposed  upon or become due and  payable  out of or in
respect  of, or become a Lien upon,  the  Leased  Property  or any part  thereof
(together  with  any  interest  and  penalties  thereon),   including,   without
limitation,  any taxes or assessments  hereafter  assessed in lieu of any of the
foregoing;

                  (ii) all  charges  for water,  gas,  light,  heat,  telephone,
electricity,  power and other utilities and communications  services rendered or
used on or about the Leased Property or any part thereof;

                  (iii) all state and local taxes (specifically  excluding taxes
imposed upon or measured by net income) imposed upon the Landlord or any member,
manager or other  principal  of the Landlord by reason or as a result of (A) the
payments of Rent to the Landlord  hereunder  or (B) the  ownership or leasing of
the Leased Property by the Landlord hereunder;

                  (iv) all actual,  reasonable costs, fees and expenses incurred
by or on behalf of the Landlord in  connection  with the  Landlord's  compliance
with any and all tax laws,  rules and  regulations  (specifically  excluding the
costs,  fees and expenses of compliance with federal income tax laws,  rules and
regulations  and state and local taxes  imposed upon or measured by net income),
including  without  limitation  the costs,  fees and expenses of  preparing  and
submitting any reports or other filings in connection therewith; and

                  (v)  monetary  obligations  of the Tenant as to the  insurance
required to be maintained pursuant to the provisions hereof.

         "Improvements" means (i) with respect to each Individual Property,  all
buildings,   structures  and  other   improvements  (and  additions  thereto  or
substitutions or modifications  thereof)  presently  existing  thereon,  and all
buildings,   structures  and  other   improvements  (and  additions  thereto  or
<PAGE>
substitutions or modifications thereof) to be constructed thereon as part of the
Applicable Project in accordance with the Applicable Construction Agreement, the
Applicable Approvals and the Applicable Plans and Specifications,  and (ii) with
respect  to  the  Leased  Property,  all  Improvements   constructed  or  to  be
constructed,  collectively,  on  all  of the  Individual  Properties;  provided,
however, that the Improvements shall not include any Equipment.

         "Indemnified  Party" or  "Indemnified  Parties" shall have the meanings
given to such terms in Section 25.1 hereof.

         "Indenture"  means the  indenture of trust dated as of November 1, 1997
by and between the Landlord and the Trustee,  pursuant to which the Bonds are to
be issued, including any indentures supplemental thereto as therein permitted.

         "Individual  Commencement  Date" means, with respect to each Individual
Property, the effective date of the Lease Supplement relating to such Individual
Property.

         "Individual  Property"  means,  individually,   (i)  each  Supplemental
Property  and  (ii)  each  Substitute  Property  which  is  substituted  for  an
Individual Property pursuant to Section 4.4.

         "Initial  Rent"  means Rent  payable by the Tenant  during the  Initial
Term, including Basic Rent and Supplemental Rent.

         "Initial  Term" means the initial term of this Lease  commencing on the
Commencement Date and expiring on the Expiration Date (determined without regard
to the proviso contained in the definition thereof).

         "Interest   Expense"  for  any  period,   means  the  aggregate  amount
(determined in accordance  with GAAP on a consolidated  basis after  eliminating
all  intercompany  items) of all interest accrued (whether or not actually paid)
by the Tenant and its Restricted  Subsidiaries  during such period in respect of
Debt of the Tenant and its  Restricted  Subsidiaries  (including  Capital  Lease
Obligations),  provided  that the term  "Interest  Expense"  shall (i)  include,
without limitation, net amounts paid or accrued during such period in connection
with interest rate protection products (including, without limitation,  interest
rate swaps,  caps,  floors and collars),  amortized (if appropriate  under GAAP)
appropriately  over the term of the applicable  Debt, any amortized  discount in
respect of Debt  issued at a  discount  and any fees or  commissions  payable in
connection  with any  letters  of  credit,  the  portion  of any  Capital  Lease
Obligation allocable to interest in accordance with GAAP, the amount of interest
costs incurred by any Person during any period that is capitalized in accordance
with GAAP and is not included as an interest  cost in  calculating  Consolidated
Net Income for such period, and (ii) shall exclude all costs associated with the
prepayment of fixed-rate debt.

         "Interest  Payment  Date" means an Interest  Payment Date as defined in
the Indenture.

         "Investment"  means  as to any  Person,  (a)  any  direct  or  indirect
purchase or other  acquisition by such Person,  for cash or other  property,  of
stock or other  securities  of any other  Person,  or (b) any direct or indirect
loan,  advance  or  capital  contribution  by such  Person to any other  Person,
including all Debt and accounts  receivable from such other Person which are not
<PAGE>
current  assets or did not arise from sales to such other Person in the ordinary
course of business.  In computing  the amount  involved in any  Investment,  (i)
undistributed  earnings  of, and  interest  accrued in respect of Debt owing by,
such  other  Person  accrued  after  the date of such  Investment  shall  not be
included,  (ii) there  shall not be deducted  from the amounts  invested in such
other  Person  any  amounts  received  as  earnings  (in the form of  dividends,
interest or otherwise) on such Investment or as loans from such other Person and
(iii) unrealized  increases or decreases in value, or write-ups,  write-downs or
write-offs, of Investments in such other Person shall be disregarded.

         "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 ground leasing, such Individual Property.

         "Landlord" means Movieplex Realty Leasing, L.L.C., a New Jersey limited
liability company, and its successors and assigns.

         "Landlord's Equity Amount" * [material omitted]

         "LC  Issuers"  shall  have  the  meaning  given  to  such  term  in the
Reimbursement Agreement.

         "LC  Participants"  shall  have the  meaning  given to such term in the
Reimbursement Agreement.

         "Lease" means this Master Lease between the  Landlord,  as lessor,  and
the Tenant,  as lessee,  and any amendments or supplements  hereto in accordance
with the terms hereof, including without limitation all Lease Supplements.

         "Leased Property" means, collectively, all of the Individual Properties
now or from time to time hereafter leased by the Landlord to the Tenant pursuant
to this  Lease or any  Lease  Supplement  hereafter  entered  into  between  the
Landlord and the Tenant.

         "Lease  Supplement" means each Lease  Supplement,  substantially in the
form  attached  hereto as Exhibit E,  entered  into between the Landlord and the
Tenant  in  connection  with the  leasing,  on or after the date  hereof,  of an
Individual  Property  by the  Landlord to the Tenant;  it being  understood  and
agreed  that,  upon  execution  and  delivery  of each Lease  Supplement  by the
Landlord and the Tenant,  such Lease Supplement  shall be deemed to become,  and
shall in fact become, a part of this Lease.

         "Lease Year" means a 12 month period during the Initial Term. The first
Lease Year shall begin on the Basic Rent  Commencement Date and shall end on the
date  preceding  the first  anniversary  of the Basic  Rent  Commencement  Date.
Subsequent  Lease Years shall begin and end on the same dates as the first Lease
Year but in succeeding calendar years.

         "Legal  Requirements"  means,  as to the  Tenant in the  conduct of its
business wherever situated,  and as to the Leased Property and the construction,
ownership,  use,  occupancy,  possession,  environmental  condition,  operation,
maintenance,  alteration,  repair  or  reconstruction  thereof,  (i) any and all
present and future judicial decisions,  statutes,  rulings, rules,  regulations,
permits, certificates or ordinances of any Governmental Authority and applicable

--------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately  with the  Commission  pursuant  to Rule  24b-2. 
<PAGE>
to the  Tenant  or the  Leased  Property  or by which the  Tenant or the  Leased
Property  is  bound,  (ii)  any  and  all  terms,   provisions,   agreements  or
restrictions created or imposed pursuant to any lease,  contract,  instrument of
restrictive  covenants or other document  applicable to and enforceable  against
the Leased Property or the operator of the Leased Property, or applicable to the
Tenant or by which the Tenant is bound,  (iii) all terms and  provisions  of the
Applicable Approvals and (iv) all Environmental Requirements.

         "Lenders"   shall  have  the   meaning   given  to  such  term  in  the
Reimbursement Agreement.

         "Letters of Credit" means,  collectively,  the irrevocable,  direct-pay
letters  of  credit  issued  by the LC  Issuers  to the  Trustee  on the date of
execution and delivery of the  Indenture  and any  Alternate  Letters of Credit,
under  which the  Trustee is  authorized,  subject  to the terms and  conditions
thereof,  to draw, in the aggregate,  up to (a) an amount equal to the principal
amount of the  Outstanding  Bonds (i) to enable the Trustee to pay the principal
amount of the Bonds when due, at maturity,  upon redemption or upon 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 interest to accrue at the Maximum Rate on the
Outstanding  Bonds for 42 days (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,  as the same may be  amended,  transferred,  reissued or
extended in accordance with the Indenture.

         "Letter of Credit Fees" means all fees payable in  connection  with the
issuance,  origination,  maintenance or renewal of the Letters of Credit and any
Alternate Letters of Credit,  including without limitation,  the fees payable in
the amounts and at the times set forth in Section  2.03(h) of the  Reimbursement
Agreement.

         "LIBOR" means the rate per annum determined on the basis of the offered
rate for deposits in Dollars of amounts equal or comparable to the amount of the
then  Landlord's  Equity Amount  offered for a term of three months,  which rate
appears on the Telerate Page 3750  effective as of 11:00 a.m.  London time as of
the first Business Day of each calendar quarter.

         "Lien" means,  with respect to any asset, any mortgage,  deed to secure
debt, deed of trust, lien, pledge,  charge,  security interest,  security title,
preferential  arrangement  which  has the  practical  effect of  constituting  a
security  interest  or  encumbrance,  servitude  or  encumbrance  of any kind in
respect  of such  asset to secure or assure  payment  of a Debt or a  Guarantee,
whether by  consensual  agreement or by operation of statute or other law, or by
any agreement,  contingent or otherwise,  to provide any of the  foregoing.  The
Tenant or any  Subsidiary  shall be deemed  to own  subject  to a Lien any asset
which it has  acquired  or holds  subject to the  interest of a vendor or lessor
under any  conditional  sale  agreement,  Capital Lease or other title retention
agreement relating to such asset.

         "Master  Assignment"  means the  master  assignment  of  contracts  and
agreements of even date herewith from the Landlord and the Tenant, as assignors,
to the Agent, as assignee, in the form set forth as Exhibit I hereto.

         "Material  Adverse  Effect"  means,  with  respect to any  event,  act,
condition or occurrence of whatever nature (including any adverse  determination
in any litigation,  arbitration,  or governmental  investigation or proceeding),
whether  singly or in conjunction  with any other event or events,  act or acts,
<PAGE>
condition or conditions,  occurrence or occurrences,  whether or not related,  a
material  adverse  change in, or a material  adverse effect upon, any of (a) the
financial condition, operations, business, properties or prospects of the Tenant
and its Restricted Subsidiaries taken as a whole, (b) the rights and remedies of
the Landlord or the Agent under the Transaction Documents, or the ability of the
Tenant to perform its obligations under the Transaction Documents to which it is
a party, as applicable,  or (c) the legality,  validity or enforceability of any
Transaction Document.

         "Maximum  Rate"  shall  have  the  meaning   ascribed  thereto  in  the
Indenture.

         "Mortgages" means,  collectively,  all of the Applicable Mortgages from
time to time.

         "Movie Theater(s)" means, individually and collectively, as the context
may  require,  state-of-the-art  (as  of  the  Final  Project  Completion  Date)
multiplex  movie  theaters  operated or to be operated by the Tenant  containing
approximately  eight (8) to sixteen (16) movie screens each (it being understood
and agreed that entertainment  facilities other than movie screens may occupy no
more than fifteen  (15%)  percent of the usable  square  footage of the building
housing such movie theater).

         "Multiemployer Plan" means any Plan which is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

         "Net Operating Income" means net rental income for leased real property
generated  by such  property  for  the  benefit  of the  owner  thereof,  net of
Impositions and operating and maintenance expenses, if any, assumed by the owner
of such real property.

         "Net Proceeds" means any insurance  proceeds or condemnation award paid
with respect to any Individual Property remaining after payment therefrom of all
expenses incurred in the collection thereof.

         "Obligations"  means, when used with respect to a Party hereto, any and
all of the covenants, warranties,  representations and other obligations made or
undertaken  by such Party to the other Party hereto  pursuant to the  provisions
hereof.

         "Off-Balance  Sheet  Lease"  means any  lease  which is  treated  as an
operating  lease for  accounting  purposes  and as a  financing  instrument  for
property law and bankruptcy purposes.

         "Off-Site  Improvements"  means  (i) with  respect  to each  Individual
Property, those improvements required to be constructed or installed pursuant to
the Applicable Approvals on land other than such Individual  Property,  and (ii)
with respect to the Leased Property, all Off-Site Improvements constructed or to
be constructed, collectively, on all of the Individual Properties.

         "Offering  Statement"  means,  collectively,  the Preliminary and Final
Offering or Placement  Memorandum prepared and circulated by the Placement Agent
in connection with the issuance of the Bonds.

         "Operating   Agreement"  means  the  amended  and  restated   operating
agreement of the Landlord dated November 20, 1997.
<PAGE>
         "Operating  Lease"  means a lease of real or  personal  property  other
than, in the case of the Tenant or a Restricted  Subsidiary,  (a) any such lease
under which the Tenant or a Wholly Owned Restricted Subsidiary is the lessor and
(b) any Capital Lease.

         "Outstanding  Bonds",  "Bonds  Outstanding" or "Outstanding" shall have
the meaning ascribed thereto in the Indenture.

         "Parties" or "Party" means the Landlord and the Tenant  collectively or
individually as the context may require.

         "Payment  Direction  Agreement" means the payment  direction  agreement
dated November 20, 1997 by and among the Landlord,  the Tenant,  the Trustee and
the Agent in the form set forth as Exhibit J hereto.

         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any Person
succeeding to any or all of its functions under ERISA.

         "Permitted  Encumbrances"  means,  with  respect  to each  Supplemental
Property, only those liens, easements,  building lines,  restrictions,  security
interests and other  matters  accepted or approved by the Landlord and the Agent
in writing.

         "Person" means any individual,  corporation, company, limited liability
company,  voluntary  association,  partnership,  limited liability  partnership,
joint venture, trust,  unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof).

         "Placement  Agent" means RealVest  Securities  Corporation,  a New York
corporation.

         "Plan"  means  any  "employee  pension  benefit  plan" (as such term is
defined in Section 3 of ERISA) which is or has been  established  or maintained,
or to which  contributions  are or have been  made,  by the  Tenant or any ERISA
Affiliate.

         "Preferred Member" *[material omitted]

         "Preferred Membership Interest" *[material omitted]

         "Preferred Member's Unrecovered Capital Account" *[material omitted]

         "Preferred  Return  Rate" shall have the meaning  given to such term in
the Operating Agreement.

         "Preferred Stock" means, as applied to any corporation,  shares of such
corporation  which are entitled to  preference or priority over any other shares
of such  corporation  in  respect  of either the  payment  of  dividends  or the
distribution of assets upon liquidation.

         "Premier Theater Facility" *[material omitted]

         "Prepayment  Date"  means  any date on which  the  Rent is  subject  to
optional, mandatory or extraordinary optional prepayment pursuant to Article 20.

----------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately  with the  Commission  pursuant  to Rule  24b-2. 
<PAGE>
         "Prepayment Ratio" means, with respect to any Individual Property,  the
greater of: (i) the ratio, expressed as a percentage, that the fair market value
for such  Individual  Property (as  determined  and confirmed by the  appraisals
delivered by the Tenant to the Landlord and the Agent  pursuant to Sections 6(d)
and 7(e)(v) of the Agency and Development Agreement) bears to the Aggregate Fair
Market  Value  of the  Leased  Property,  or  (ii)  the  ratio,  expressed  as a
percentage,  that the Allocable Costs for such  Individual  Property bear to the
total aggregate Costs of the Projects.

         "Principal  Office" means, when used with reference to the Landlord and
the Tenant,  the addresses  set forth in Section 26.1 and with  reference to the
Trustee, or any other Fiduciary, the respective addresses of such parties as set
forth in the Indenture,  and any further or different  addresses as such parties
may designate pursuant hereto or thereto.

         "Principal Payment Date" means, a date on which a principal installment
of the Bonds is required  to be paid to the holders  thereof as set forth in the
Indenture, but shall not include a Purchase Date.

         "Project  Fund" means the Fund so  designated  and  established  by the
Indenture.

         "Property"  means any right or  interest  in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

         "Qualified  Investments" shall have the meaning ascribed thereto in the
Indenture.

         "Rating  Agencies" means Moody's Investor  Service,  Inc., if the Bonds
are rated by such Person at the time,  Standard & Poor's Ratings  Group,  if the
Bonds are rated by such Person at the time, and Fitch Investors Service,  if the
Bonds are rated by such Person at the time, and their respective  successors and
assigns,  or if either shall be dissolved or no longer  assigning credit ratings
to long term debt, then any other nationally  recognized Person assigning credit
ratings to long term debt designated by the Landlord.

         "Redeemable  Preferred  Stock" of any Person means any preferred  stock
issued  by such  Person  which is at any time  prior  to the  Maturity  Date (as
defined in the Credit Agreement)  either (i) mandatorily  redeemable (by sinking
fund or similar  payments or otherwise) or (ii)  redeemable at the option of the
holder thereof.

         "Refunding  Bonds"  means  all  Bonds,  whether  issued  in one or more
Series,  authenticated  and delivered on original  issuance  pursuant to Section
2.05(B) of the Indenture,  and any Bonds thereafter  authenticated and delivered
in lieu of or in substitution for such Bonds.

         "Reimbursement  Agreement"  means,  initially,  the  reimbursement  and
credit  agreement  dated the date  hereof  among the Agent,  as agent for the LC
Issuers, the LC Issuers,  the LC Participants and the Landlord,  as the same may
be amended or  supplemented  from time to time in accordance with the provisions
thereof,  and means,  with  respect  to any  Alternate  Letters  of Credit,  the
reimbursement  agreement,  if any,  relating to the  issuance of such  Alternate
Letters of Credit as the same may be amended or  supplemented  from time to time
in accordance with the provisions thereof.
<PAGE>
         "Reimbursement  Notes" shall have the meaning given to such term in the
Reimbursement Agreement.

         "Reimbursement   Obligations"   shall   mean  (i)  the   "Reimbursement
Obligations" and (ii) all other "Obligations", as those terms are defined in the
Reimbursement Agreement.

         "Renewal  Rent"  means Rent  payable by the Tenant  during the  Renewal
Terms pursuant to Section 8.2.

         "Renewal  Term" means each period for which the Tenant elects to extend
the Term pursuant to Article 8.

         "Rent" means, collectively, Basic Rent and Supplemental Rent.

         "Rent Differential" *[material omitted]

         "Rent Payments" means the payments of Rent.

         "Rental Obligations" means for any period, the total amount (whether or
not designated as rentals or additional or supplemental  rentals) payable by the
Tenant or any Restricted Subsidiary under any Operating Lease during such period
(in each case  exclusive  of amounts  so  payable  on  account  of  maintenance,
repairs, insurance, taxes, assessments and other similar charges); if and to the
extent that the amount of any Rental  Obligation during any future period is not
definitely  determinable  under the Operating  Lease in question,  the amount of
such Rental Obligation shall be estimated in such reasonable manner as the Board
of Directors in good faith may determine.

         "Required  Lenders"  shall have the  meaning  given to such term in the
Reimbursement Agreement.

         "Reserve  Fund" means the reserve fund referred to in Article 19, to be
held by the  Landlord as security  for the payment of the  Deferred  Maintenance
Obligation.

         "Reserved  Rights"  means  (i)  subject  to the  terms  of the  Payment
Direction Agreement, the Landlord's right to receive Supplemental Rent hereunder
(other  than  Supplemental  Rent which is  payable to or for the  account of the
Agent),  (ii) the Landlord's rights of reimbursement and indemnity  hereunder or
under any Transaction Document,  (iii) [Intentionally  Omitted], (iv) any rights
of the Landlord to be released from  liabilities  and  obligations  hereunder or
under the Transaction  Documents and to indemnity contained in this Lease or the
Transaction  Documents and (v) the  concurrent  right of the Landlord to receive
any and all notices,  reports, surveys,  certificates,  financial statements and
evidences of performance which the Tenant may be required to furnish pursuant to
the terms hereof.

         "Restricted  Investment"  means  any  Investment  by  the  Tenant  or a
Restricted  Subsidiary  in any Person  (including a  Subsidiary)  other than (a)
Investments existing on February 29, 1996 and set forth in Exhibit F hereto; (b)
Investments  in  (i)  any  Restricted  Subsidiary  or  any  Person  which  is or
simultaneously   therewith  becomes  a  Restricted   Subsidiary;   (ii)  readily
marketable direct  obligations  issued by the United States of America or by any
agency  thereof which in the case of the latter are  unconditionally  guaranteed
by, or backed by the full faith and credit of, the United States of America,  in
each  case  having  a  maturity  not in  excess  of one  year  from  the date of
acquisition thereof;  (iii) open market commercial paper maturing not later than

------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately  with the  Commission  pursuant  to Rule  24b-2. 
<PAGE>
270 days from the date of creation  thereof of  corporations  that are organized
under the laws of the United States of America or any state thereof,  and having
the rating of P-1 or A-1 or such other comparable rating by the Rating Agencies;
(iv) obligations of municipalities  or corporations  organized under the laws of
the United  States of America or any state  thereof  maturing not later than one
year  from the date of  acquisition  thereof  by the  Tenant  or any  Restricted
Subsidiary, and having the rating of AA or Aa or such other comparable rating by
the Rating  Agencies;  (v) certificates of deposit maturing within one year from
the date of acquisition thereof ("Certificates of Deposit") issued by commercial
banks or trust  companies  organized  under  the laws of the  United  States  of
America or any state  thereof  having  not less than  $100,000,000  of  capital,
surplus and undivided profits and currently having the rating not less than A or
such  other  comparable  rating by the Rating  Agencies;  (vi)  Certificates  of
Deposit  not to  exceed  in  aggregate  principal  amount  $1,500,000  issued by
Columbus  Bank and  Trust  Company;  (vii)  Certificates  of  Deposit  issued by
SunTrust Bank, Atlanta and Wachovia Bank, N.A.,  provided that each such bank is
owned by a "bank  holding  company"  (within  the  meaning  of the Bank  Holding
Company Act of 1956,  as amended),  which shall have a rating of not less than A
or  such  other  comparable  rating  by  each  of the  Rating  Agencies;  (viii)
Eurodollar  certificates  of  deposit  maturing  within  one year of the date of
acquisition  thereof issued by any bank having not less than  $1,000,000,000  of
capital,  surplus and undivided profits; and (ix) the IRB Certificate of Deposit
acquired as provided in the proviso set forth in the  definition of "Debt";  and
(c)  Investments  acquired  after the  Effective  Date (as defined in the Credit
Agreement) in exchange for, or out of the net cash proceeds of the substantially
concurrent sale of, capital stock of the Tenant or a Restricted Subsidiary.

         "Restricted  Payment"  means  any  payment  or  the  incurrence  of any
liability to make any payment,  in cash, property or other assets (other than in
shares of any class of capital stock, other than Preferred Stock, of the Tenant)
upon or in  respect of any share of any class of  capital  stock of the  Tenant,
including  without  limiting  the  generality  of  the  foregoing,  payments  as
dividends  and  payments  (other  than  out of the net  cash  proceeds  from the
substantially  concurrent  sale of common shares of the Company) for the purpose
of purchasing,  retiring or redeeming any such shares of stock (or any warrants,
options or other rights evidencing a right to purchase any such shares of stock)
or the making of any other  distribution  in respect of any such shares of stock
(or any  warrants,  options or other  rights  evidencing a right to purchase any
such shares of stock).

         "Restricted  Subsidiary"  means any  Subsidiary  (i) which is organized
under the laws of, and which at the time in question conducts  substantially all
of its  business  and  maintains  substantially  all of its  property and assets
within,  the United  States of America,  or any state  thereof,  Canada,  or any
province  thereof,  or Puerto Rico and (ii) at least 80% of the Voting  Stock of
which  is at the  time  owned  by the  Tenant  or by one or  more  Wholly  Owned
Restricted Subsidiaries or by the Tenant and one or more Wholly Owned Restricted
Subsidiaries.

         "Return on Landlord's Equity Amount" *[material omitted]

         "Revenues"  means all (a) the Rent Payments,  (b) other moneys received
or to be  received by the  Landlord or the Trustee in respect of Rent  Payments,
including without  limitation,  all moneys and investments in the Bond Fund, (c)
the payments  pursuant to the Security  Documents  received or receivable by the

----------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately  with the  Commission  pursuant  to Rule  24b-2. 
<PAGE>
Landlord from the Tenant,  (d) any proceeds of Bonds  originally  deposited with
the Trustee for the payment of interest  accrued on the Bonds or otherwise  paid
to the Trustee by or on behalf of the Tenant or the  Landlord for deposit in the
Bond Fund or any excess  moneys  remaining in the Project Fund  following  Final
Project  Completion  Date, and (e) investment  income with respect to any moneys
held by the Trustee under the Indenture.

         "Second Renewal Term" shall have the meaning set forth in Section 8.1.

         "Secured  Interests"  shall  have the  meaning  given  to such  term in
Section 18.1.

         "Security   Documents"   means,   collectively,   the  Mortgages,   the
Assignments of Rents and the Master Assignment.

         "Series" means all of the Bonds authenticated and delivered on original
issuance and identified  pursuant to the Indenture or a  Supplemental  Indenture
authorizing  such Bonds as a separate Series of Bonds,  and any Bonds thereafter
authenticated  and  delivered  in  lieu of or in  substitution  for  such  Bonds
pursuant to the Indenture, or a Supplemental Indenture, regardless of variations
in maturity, interest rate, principal installments or other provisions.

         "Series A Bonds" means the Landlord's Adjustable Rate Tender Securities
Bonds  (Carmike  Cinemas,  Inc.) 1997  Series A  (consisting  of a Series A-1, a
Series A-2 and a Series A-3) in the aggregate  principal  amount of $59,775,000,
to be issued by the Landlord pursuant to the Indenture.

         "Series B Bonds"  means the  Landlord's  Adjustable  Tender  Securities
Bonds  (Carmike  Cinemas,  Inc.) 1997  Series B  (consisting  of a Series B-1, a
Series B-2 and a Series B-3) in the aggregate  principal  amount of $12,975,000,
to be issued by the Landlord pursuant to the Indenture.

         "Stipulated  Loss  Value"  means,  with  respect to any  purchase of an
Individual  Property  pursuant  to  Section  15.5,  an  amount  equal to (i) the
Unamortized Total Project Cost, multiplied by (ii) the Prepayment Ratio.

         "Subperforming  Theater  Property"  means any Individual  Property with
respect  to  which  Theater  EBITDA  shall  be  negative  for  the  most  recent
consecutive 12-month period.

         "Subsidiary"  means,  with  respect  to any  Person,  any  corporation,
partnership  or other entity of which at least a majority of the  securities  or
other ownership  interests  having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons  performing  similar
functions of such  corporation,  partnership  or other entity  (irrespective  of
whether or not at the time securities or other ownership  interests of any other
class or classes of such corporation,  partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time  directly or  indirectly  owned or controlled by such Person or one or more
Subsidiaries  of such Person or by such Person and one or more  Subsidiaries  of
such Person.

         "Substitute Property" means any parcel of real property,  together with
any and all Improvements  constructed  thereon and any and all personal property
acquired by the Landlord in connection therewith, substituted for any Individual
Property pursuant to the terms of Section 4.4.
<PAGE>
         "Supplemental  Indenture" means any indenture amending or supplementing
the  Indenture,  which may be entered into in accordance  with the provisions of
the Indenture.

         "Supplemental  Property"  means each  property  hereafter  acquired  or
ground  leased by the  Landlord  and  leased to the Tenant  pursuant  to a Lease
Supplement,  together with any and all Improvements  constructed thereon and any
and all personal property acquired by the Landlord in connection therewith.

         "Supplemental  Rent"  shall  have the  meaning  given  to such  term in
Section 3.8.

         "Supplemental Rent Payments" means all payments of Supplemental Rent.

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

         "Tenant's  Visitors"  means  persons  invited by the Tenant  and/or its
permitted subtenants onto the Leased Property as guests or doing lawful business
with the Tenant and/or its permitted subtenants  including,  without limitation,
the agents,  servants,  employees,  contractors,  invitees and  licensees of the
Tenant and/or its permitted subtenants.

         "Term" means the period of time covered by the Initial Term and, if the
Term is extended pursuant to Article 8 hereof, all of the Renewal Terms.

         "Theater-Level  EBITDA" means with respect to any Individual  Property,
operating income derived  therefrom,  without provision for any interest,  taxes
related  to  income,  depreciation,   amortization  and  corporate  general  and
administrative expenses.

         "Title Company" means,  with respect to each Individual  Property,  the
title insurance  company,  which shall be authorized to transact business in the
Applicable State and satisfactory to the Landlord and the Agent, that issues the
title  insurance  policy in connection  with the  acquisition of such Individual
Property and the recording of the Applicable Mortgage.

         "Transaction   Documents"   means  this  Lease,   the  Indenture,   the
Reimbursement  Agreement,  the Reimbursement Notes, 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 Placement, Indexing and Remarketing Agreement 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 and its  successors and any
corporation  resulting from or surviving any consolidation or merger to which it
or its successors  may be a party and any successor  trustee at any time serving
as successor trustee under the Indenture.

         "Trust  Estate"  shall have the  meaning  ascribed  to such term in the
Indenture.
<PAGE>
         "Unamortized  Total Project Cost" means, as of any date of calculation,
an amount equal to (i) the aggregate principal balance of the Outstanding Bonds,
together  with all  interest  accrued  thereon,  plus  (ii) the  balance  of the
Preferred  Member's  Unrecovered  Capital  Account,  plus (iii) all  accrued and
unpaid  Supplemental  Rent,  plus (iv) all amounts  payable  pursuant to Section
2.05(b) of the Reimbursement Agreement.

         "Uncompleted  Project  Purchase  Price"  means,  with  respect  to each
Applicable  Project that has not been completed and accepted for occupancy on or
before the Final Project  Completion Date or the first  anniversary of the Final
Project  Completion  Date in accordance with Section 4.2, as the case may be, an
amount equal to the aggregate  amount of funds  advanced by the Trustee from the
Project Fund for or with respect to such Applicable Project.

         "Voting  Stock" means  capital  stock of a  corporation  the holders of
which are  ordinarily,  in the absence of  contingencies,  entitled to elect the
corporate directors (or persons performing similar functions).

         "Wholly Owned Restricted  Subsidiary" means any Restricted  Subsidiary,
all of the equity securities (except directors'  qualifying shares) of which are
owned by the Tenant or another Wholly Owned Restricted Subsidiary.

         "Wholly Owned Subsidiary"  means, with respect to any Person,  any such
corporation,  partnership or other entity of which all of the equity  securities
or  other  ownership  interests  (other  than,  in the  case  of a  corporation,
directors'  qualifying  shares) are owned or controlled by such Person or one or
more Wholly Owned Subsidiaries of such Person.

         Section  1.2.  Number and  Gender;  Captions;  References;  Capitalized
Terms.  Pronouns,  wherever used herein,  and of whatever gender,  shall include
natural persons,  corporations and associations of every kind and character, and
the  singular  shall  include  the  plural  wherever  and  as  often  as  may be
appropriate.  Article and section  headings in this Lease are for convenience of
reference only and shall not affect the construction or  interpretation  of this
Lease.  Whenever the terms  "hereof",  "hereby",  "herein",  or words of similar
import are used in this Lease,  they shall be  construed  as  referring  to this
Lease in its entirety rather than to a particular  section or provision,  unless
the context specifically indicates to the contrary.  Unless otherwise indicated,
any  reference  to a particular  "Article"  or  "Section"  shall be construed as
referring to the indicated article or section of this Lease.

         Section 1.3.  Accounting  Terms and  Determinations.  Unless  otherwise
specified  herein,  all terms of an  accounting  character  used herein shall be
interpreted,  all  accounting  determinations  hereunder  shall be made, and all
financial  statements  required to be delivered  hereunder  shall be prepared in
accordance  with  GAAP,  applied  on a  basis  consistent  (except  for  changes
concurred  in by  the  Tenant's  independent  public  accountants  or  otherwise
required  by a  change  in  GAAP)  with the  most  recent  audited  consolidated
financial statements of the Tenant and its Consolidated  Subsidiaries  delivered
to the Landlord and the Agent,  unless with respect to any such change concurred
in by the  Tenant's  independent  public  accountants  or required  by GAAP,  in
determining  compliance  with any of the  provisions of this Lease or any of the
other Transaction  Documents:  (i) the Tenant shall have objected to determining
such  compliance  on such  basis  at the  time  of  delivery  of such  financial
statements,  or (ii) the Required  Lenders shall so object in writing  within 30
days after the delivery of such financial statements,  in either of which events
<PAGE>
such  calculations  shall be made on a basis  consistent  with those used in the
preparation of the latest financial  statements as to which such objection shall
not have been made;  provided that, if either the Tenant or the Required Lenders
shall so object,  then the Tenant and the Landlord shall negotiate in good faith
to  modify  the  relevant   covenants  set  forth  in  Article  V  in  order  to
appropriately  reflect such changes in GAAP and, in the event such covenants are
so modified,  upon execution of an amendment to this Agreement effectuating such
modification,  the related changes in GAAP will be effective for calculation and
reporting purposes under this Lease.

        ARTICLE 2. REPRESENTATIONS, COVENANTS AND WARRANTIES; DISCLAIMERS

         Section 2.1.  Representations,  Covenants and Warranties of Tenant. The
Tenant represents, covenants and warrants as follows:

                  (a) Corporate Existence and Power. The Tenant is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation,  is duly qualified to transact  business in
every jurisdiction  where, by the nature of its business,  such qualification is
necessary,   and  has  all  corporate  powers  and  all  governmental  licenses,
authorizations,  consents and approvals required to carry on its business as now
conducted,  unless the  failure  to be so  qualified  or to have such  corporate
powers or governmental licenses, authorizations, consents or approvals would not
have a Material Adverse Effect.

                  (b)   Corporate    and    Governmental    Authorization;    No
Contravention.  The  execution,  delivery and  performance by the Tenant of this
Lease and the other Transaction  Documents (i) are within the Tenant's corporate
powers, (ii) have been duly authorized by all necessary corporate action,  (iii)
require no action by or in respect of, or filing with,  any  governmental  body,
agency or official,  (iv) do not contravene,  or constitute a default under, any
provision of applicable law or regulation or of the certificate of incorporation
or by-laws  of the  Tenant or of any  agreement,  judgment,  injunction,  order,
decree or other instrument  binding upon the Tenant or any of its  Subsidiaries,
and (v) do not result in the creation or  imposition of any Lien on any asset of
the Tenant or any of its Subsidiaries  other than the Lien created by or arising
as a result of the Transaction Documents.

                  (c)  Binding  Effect.  This  Lease and the  other  Transaction
Documents  constitute valid and binding  agreements of the Tenant enforceable in
accordance with their respective terms,  provided that the enforceability hereof
and  thereof  is subject  in each case to  general  principles  of equity and to
bankruptcy,  insolvency and similar laws affecting the enforcement of creditors'
rights generally.

                  (d) Financial Information.

                           (i) The consolidated  balance sheet of the Tenant and
its Restricted Subsidiaries as of December 31, 1996 and the related consolidated
statements  of income,  shareholders'  equity and cash flows for the Fiscal Year
then ended, reported on by Ernst & Young, copies of which have been delivered to
the Agent, and the unaudited consolidated financial statements of the Tenant and
its Restricted  Subsidiaries for the interim period ended June 30, 1997,  fairly
present,  in conformity with GAAP, the  consolidated  financial  position of the
Tenant and its Restricted  Subsidiaries as of such dates and their  consolidated
results of operations and cash flows for such periods stated.
<PAGE>
                           (ii)  Since  December  31,  1996,  there  has been no
event, act, condition or occurrence having a Material Adverse Effect (other than
any  such  event,  act,  condition  or  occurrence  which  is  disclosed  in the
consolidated financial statements of the Tenant and its Restricted  Subsidiaries
for that portion of the Fiscal Year ended on June 30, 1997).

                  (e)  Litigation.  There  is  no  action,  suit  or  proceeding
pending, or to the knowledge of the Tenant threatened,  against or affecting the
Tenant  or any  of its  Subsidiaries  before  any  court  or  arbitrator  or any
governmental body, agency or official which could have a Material Adverse Effect
or which in any manner draws into question the validity or enforceability of, or
could impair the ability of the Tenant to perform its  obligations  under,  this
Lease or any of the other Transaction Documents.

                  (f) Compliance with ERISA.

                           (i) The  Tenant  and each  member  of the  Controlled
Group have fulfilled their  obligations  under the minimum funding  standards of
ERISA  and the Code  with  respect  to each  Plan and are in  compliance  in all
material  respects  with the  presently  applicable  provisions of ERISA and the
Code,  and have not incurred any  liability to the PBGC or a Plan under Title IV
of ERISA.

                           (ii)  Neither  the  Tenant  nor  any  member  of  the
Controlled   Group  is  or  ever  has  been   obligated  to  contribute  to  any
Multiemployer Plan.

                  (g)  Taxes.  There have been filed on behalf of the Tenant and
its Subsidiaries all Federal, state and local income,  material excise, material
property and other  material tax returns  which are required to be filed by them
and all taxes  due  pursuant  to such  returns  or  pursuant  to any  assessment
received by or on behalf of the Tenant or any Subsidiary have been paid prior to
the same becoming  delinquent,  other than (i) those  presently  payable without
penalty or interest and (ii) those being  contested in good faith by appropriate
proceedings  with respect to which  adequate  reserves have been  established in
accordance  with GAAP.  The  charges,  accruals and reserves on the books of the
Tenant and its  Subsidiaries in respect of taxes or other  governmental  charges
are, in the opinion of the Tenant, adequate. United States income tax returns of
the Tenant and its Subsidiaries  (other than Westwynn Theaters,  Inc.) have been
examined and closed through the Fiscal Year ended December 31, 1993.

                  (h)  Subsidiaries.  Each  of the  Tenant's  Subsidiaries  is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation,  is duly qualified to transact business in
every jurisdiction  where, by the nature of its business,  such qualification is
necessary,   and  has  all  corporate  powers  and  all  governmental  licenses,
authorizations,  consents and approvals required to carry on its business as now
conducted,  unless the  failure  to be so  qualified  or to have such  corporate
powers or governmental licenses, authorizations, consents or approvals would not
have a Material  Adverse  Effect.  The Tenant has no Subsidiaries as of the date
hereof except those  Subsidiaries  listed on Exhibit G hereto,  which accurately
sets  forth  (i)  each  such  Subsidiary's  complete  name and  jurisdiction  of
incorporation and (ii) whether such Subsidiary is a Restricted  Subsidiary or an
Unrestricted Subsidiary.

                  (i) Not an Investment  Company.  Neither the Tenant nor any of
its Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
<PAGE>
                  (j) Public Utility Holding Company Act. Neither the Tenant nor
any of its Subsidiaries is a "holding company",  or a "subsidiary  company" of a
"holding company",  or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended.

                  (k) Ownership of Property;  Liens.  Each of the Tenant and its
Subsidiaries  has title to its  properties  sufficient  for the  conduct  of its
business,  and none of such  property is subject to any Lien except as permitted
in Section 5.07 of the Credit Agreement.

                  (l) No Default. Neither the Tenant nor any of its Subsidiaries
is in default under or with respect to any agreement,  instrument or undertaking
to which it is a party or by  which  it or any of its  property  is bound  which
could have or cause a Material  Adverse  Effect.  No Default or Event of Default
has occurred and is continuing.

                  (m) Full Disclosure.  All information  heretofore furnished by
the Tenant to the  Landlord,  the Agent or the  Lenders  for  purposes  of or in
connection  with this Lease or any transaction  contemplated  hereby is, and all
such information hereafter furnished by the Tenant to the Landlord, the Agent or
the Lenders will be, true,  accurate and complete in every  material  respect or
based on reasonable estimates on the date as of which such information is stated
or  certified.  The  Tenant has  disclosed  to the  Landlord,  the Agent and the
Lenders  in  writing  any and all facts  which  could  have or cause a  Material
Adverse Effect.

                  (n) Environmental Matters.

                           (i) Except as otherwise  provided in Exhibit 4.14A to
the Credit  Agreement,  (1)  neither the Tenant nor any of its  Subsidiaries  is
subject to  Environmental  Liabilities  which  could  cause a  Material  Adverse
Effect,  (2) to the best of the Tenant's  knowledge,  neither the Tenant nor any
Subsidiary has been designated a potentially  responsible  party under CERCLA or
under any state statute  similar to CERCLA,  and (3) to the best of the Tenant's
knowledge,  none of the Individual Properties has been identified on any current
National Priorities List or CERCLIS List.

                           (ii) Except as otherwise  provided in Exhibit 4.14(B)
to the Credit Agreement, to the best of the Tenant's knowledge,  (1) the Tenant,
and each of its Subsidiaries,  have used, managed,  stored and otherwise handled
Hazardous  Materials at the Individual  Properties in compliance with applicable
Environmental Laws,  excluding any violation of Environmental Laws which did not
cause a  Material  Adverse  Effect,  and (2)  neither  the Tenant nor any of its
Subsidiaries has caused an Environmental Release of Hazardous Materials into the
subsurface soil or groundwater  underlying the Individual Properties which could
reasonably be expected to cause a Material Adverse Effect.

                           (iii) Except as otherwise provided in Exhibit 4.14(C)
to the Credit Agreement,  to the best of the Tenant's knowledge,  the Tenant and
each of its Subsidiaries maintain all Environmental Authorizations necessary for
the  conduct  of their  respective  businesses  and are in  compliance  with all
Environmental Laws applicable to the operation of the Individual  Properties and
their   respective   businesses,   excluding   any  omission  of   Environmental
Authorizations  or  violation  of  Environmental  Requirements  which  could not
reasonably be expected to cause a Material Adverse Effect.
<PAGE>
                  (o)  Compliance   with  Laws.  The  Tenant  and  each  of  its
Subsidiaries is in compliance with all Legal  Requirements,  including,  without
limitation, all Environmental  Requirements,  except where any failure to comply
with any such laws would not, alone or in the aggregate, have a Material Adverse
Effect.  The  Tenant  shall  also  maintain  in full force and effect all of its
governmental and other authorizations,  approvals,  consents, permits, licenses,
certifications and qualifications necessary for the operation and leasing of the
Leased Property. Tenant has not received, has no knowledge of any violation, nor
is  there  any  notice  or  other  record  of  any  violation,  of  any  zoning,
subdivision,  environmental,  building,  fire, safety,  health or other statute,
ordinance,  regulation,  restrictive covenant or other restriction applicable to
the Leased Property except for those constituting Permitted Encumbrances.

                  (p) Capital Stock. All Capital Stock, debentures, bonds, notes
and all other securities of the Tenant and its Subsidiaries presently issued and
outstanding  are validly and properly  issued in accordance  with all applicable
laws,  including,  but not  limited  to, the "Blue  Sky" laws of all  applicable
states and the federal securities laws; provided that this representation  shall
not extend to any  violation  of  applicable  laws in  connection  with any such
issuance  occurring by reason of the action or inaction of any Person other than
the Tenant,  any Subsidiary or any Person  retained or employed by the Tenant or
any Subsidiary.  The issued shares of Capital Stock of the Tenant's Wholly Owned
Subsidiaries  are  owned by the  Tenant  free and  clear of any Lien or  adverse
claim.  At least a majority of the issued shares of capital stock of each of the
Tenant's other Subsidiaries  (other than Wholly Owned  Subsidiaries) is owned by
the Tenant free and clear of any Lien or adverse claim.

                  (q)  Margin  Stock.  Not more than 25% of the  aggregate  fair
market value of the assets of the Tenant and its Restricted  Subsidiaries  which
are subject to the provisions of Section 5.07 of the Credit  Agreement  consists
of Margin  Stock.  Neither  the  Tenant nor any of its  Subsidiaries  is engaged
principally,  or as  one  of  its  important  activities,  in  the  business  of
purchasing or carrying any Margin Stock.

                  (r)  Insolvency.  After  giving  effect to the  execution  and
delivery of the Transaction Documents, including this Lease, the Tenant will not
be "insolvent,"  within the meaning of such term as used in O.C.G.A.  18-2-22 or
as  defined  in 101 of Title 11 of the  United  States  Code or Section 2 of the
Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to
fraudulent transfers,  as each may be amended from time to time, or be unable to
pay its debts generally as such debts become due, or have an unreasonably  small
capital  to  engage  in  any  business  or   transaction,   whether  current  or
contemplated.

                  (s)  Information.  The Tenant will deliver to the Landlord and
the Agent:

                           (i) as soon as  available  and in any event within 90
days after the end of each Fiscal  Year,  a  consolidated  balance  sheet of the
Tenant and its Restricted Subsidiaries as of the end of such Fiscal Year and the
related consolidated  statements of income,  shareholders' equity and cash flows
for such Fiscal Year, setting forth in each case in comparative form the figures
for  the  previous  fiscal  year,  all  certified  by  Ernst &  Young  or  other
independent  public  accountants of nationally  recognized  standing,  with such
certification to be free of exceptions and  qualifications not acceptable to the
Landlord and the Agent;
<PAGE>
                           (ii) as soon as available  and in any event within 45
days after the end of each of the first 3 Fiscal Quarters of each Fiscal Year, a
condensed   consolidated   balance  sheet  of  the  Tenant  and  its  Restricted
Subsidiaries  as of the end of such Fiscal  Quarter  and the  related  condensed
statement  of income  and  condensed  statement  of cash  flows for such  Fiscal
Quarter  and for the  portion of the Fiscal Year ended at the end of such Fiscal
Quarter,  setting  forth in each case in  comparative  form the  figures for the
corresponding  Fiscal  Quarter  and the  corresponding  portion of the  previous
Fiscal  Year,  all  certified  (subject to normal  year-end  adjustments)  as to
fairness of presentation, GAAP and consistency by the chief financial officer or
the chief executive officer of the Tenant;

                           (iii) simultaneously with the delivery of each set of
financial  statements  referred to in clauses (i) and (ii) above, a certificate,
substantially in the form as shall be mutually  satisfactory to the Tenant,  the
Landlord  and the Agent (a  "Compliance  Certificate"),  of the chief  financial
officer  or the chief  executive  officer of the  Tenant  (A)  setting  forth in
reasonable detail the calculations  required to establish whether the Tenant was
in  compliance  with  the   requirements  of  Sections  2.1(u)  through  2.1(x),
inclusive,  on the date of such financial statements and (B) stating whether any
Default exists on the date of such  certificate and, if any Default then exists,
setting  forth the details  thereof and the action which the Tenant is taking or
proposes to take with respect thereto;

                           (iv)  simultaneously with the delivery of each set of
annual financial  statements referred to in clause (i) above, a statement of the
firm of independent  public accountants which reported on such statements to the
effect that  nothing has come to their  attention  to cause them to believe that
any Default existed on the date of such financial statements;

                           (v) within 5 Business  Days after the Tenant  becomes
aware of the  occurrence of any Default,  a certificate  of the chief  financial
officer or the chief  executive  officer of the Tenant setting forth the details
thereof  and the  action  which the  Tenant is taking or  proposes  to take with
respect thereto;

                           (vi)  promptly  upon  the  mailing   thereof  to  the
shareholders  of the  Tenant  generally,  copies  of all  financial  statements,
reports and proxy statements so mailed;

                           (vii) promptly upon the filing thereof, copies of all
registration  statements  (other than the exhibits  thereto and any registration
statements  on Form S-8 or its  equivalent)  and  annual,  quarterly  or monthly
reports  which the Tenant  shall have filed  with the  Securities  and  Exchange
Commission;

                           (viii) if and when the  Tenant  or any  member of the
Controlled  Group (A)  gives or is  required  to give  notice to the PBGC of any
"reportable  event" (as defined in Section  4043 of ERISA)  with  respect to any
Plan which might  constitute  grounds for a termination of such Plan under Title
IV of ERISA,  or knows that the plan  administrator  of any Plan has given or is
required to give notice of any such  reportable  event,  a copy of the notice of
such  reportable  event given or required to be given to the PBGC;  (B) receives
notice of complete or partial  withdrawal  liability  under Title IV of ERISA, a
copy of such  notice;  or (C)  receives  notice  from the PBGC under Title IV of
ERISA of an intent to terminate or appoint a trustee to  administer  any Plan, a
copy of such notice;
<PAGE>
                           (ix)   promptly   after  the  Tenant   knows  of  the
commencement thereof, notice of any litigation,  dispute or proceeding involving
a claim  against the Tenant  and/or any  Subsidiary  for  $1,000,000  or more in
excess of amounts covered in full by applicable insurance;

                           (x) promptly  after the Tenant knows of the existence
thereof,  any and all facts which could have or cause a Material Adverse Effect;
and

                           (xi) from time to time  such  additional  information
regarding the financial  position or business of the Tenant and its Subsidiaries
as the Agent or the Landlord may reasonably request.

                  (t) Inspection of Property, Books and Records. The Tenant will
(i) keep,  and will cause each  Restricted  Subsidiary to keep,  proper books of
record and account in which full,  true and correct  entries in conformity  with
GAAP shall be made of all dealings and  transactions in relation to its business
and activities;  and (ii) permit,  and will cause each Restricted  Subsidiary to
permit,  representatives of the Landlord and the Agent at their expense prior to
the  occurrence  of an Event of Default and at the  Tenant's  expense  after the
occurrence  of an Event of Default to visit and inspect any of their  respective
properties,  including the Leased  Property,  to examine and make abstracts from
any of their  respective  books and  records  and to  discuss  their  respective
affairs,  finances and accounts with their  respective  officers,  employees and
independent  public  accountants.  The Tenant  agrees to cooperate and assist in
such visits and inspections,  in each case at such reasonable times and as often
as may reasonably be desired.

                  (u) Ratio of Consolidated  Funded Debt to  Consolidated  Total
Capitalization.  At the end of each Fiscal  Quarter,  commencing with the Fiscal
Quarter  ending  June  30,  1997,  the  ratio  of  Consolidated  Funded  Debt to
Consolidated Total Capitalization will not at any time exceed .70 to 1.00.

                  (v) Ratio of  Consolidated  Funded Debt to  Consolidated  Cash
Flow.  At the end of each Fiscal  Quarter,  commencing  with the Fiscal  Quarter
ending June 30, 1997, the ratio of  Consolidated  Funded Debt at the end of such
Fiscal Quarter to Consolidated Cash Flow for the period of 4 consecutive  Fiscal
Quarters ending on such date will not be greater than 4.5 to 1.00.

                  (w) Restricted Payments and Restricted Investments. The Tenant
will not, directly,  or indirectly  through a Subsidiary or otherwise,  declare,
order, pay, make or set apart any sum or property for any Restricted Payment and
the Tenant  will not and will not permit any  Restricted  Subsidiary  to make or
become obligated to make any Restricted Investment, in each case unless, both at
the time of the proposed action and immediately after giving effect thereto, (x)
no  condition  or event shall exist which  constitutes  a Default or an Event of
Default; and (y) the aggregate amount of:

                           (A) all sums and property  included in all Restricted
Payments directly or indirectly  declared,  ordered,  paid, made or set apart by
the Tenant during the period (the "Computation Period") (taken as one accounting
period)  from and  including  April 1,  1993 to and  including  the date of such
proposed action, plus
<PAGE>
                           (B)   the   aggregate   amount   of  all   Restricted
Investments  of the  Tenant  and all  Restricted  Subsidiaries  made  during the
Computation  Period and  outstanding on the date of such proposed action and all
commitments for such Restricted Investments made by the Tenant or any Restricted
Subsidiary outstanding on such date, shall not exceed the sum of $5,000,000 plus
80% (or minus 100% in the case of a deficit) of  Consolidated  Net Income during
the Computation Period;  provided that the Tenant may declare,  order, pay, make
or set apart funds for the payment of a dividend on, and in accordance  with the
terms of, any class of its Preferred Stock that is issued and sold by the Tenant
for cash after the date hereof,  if, both at the time of the proposed action and
immediately after giving effect thereto,  (x) the aggregate amount of Restricted
Payments after the date hereof with respect to all classes of Preferred Stock of
the Tenant  shall not exceed the  aggregate  net proceeds to the Tenant from all
issuances  and sales of its  Preferred  Stock after the date hereof,  and (y) no
condition  or event  shall  exist  which  constitutes  a Default  or an Event of
Default.

                  For  all  purposes  of this  Section  2.1(w),  (1) the  amount
involved in any Restricted  Payment  directly or indirectly  declared,  ordered,
paid, made or set apart in property and the amount of any Restricted  Investment
made  through  the  transfer of  property,  shall be the greater of (x) the fair
value of such property (as determined in good faith by the Board of Directors of
the  Tenant)  and (y) the net book value  thereof on the books of the Tenant (as
determined in accordance with GAAP), in each case as determined on the date such
Restricted  Payment is declared,  ordered,  paid,  made or set apart or the date
such Restricted  Investment is made or committed to be made, as the case may be,
and (2) all  Investments of any Person  existing  immediately  after such Person
becomes a Restricted Subsidiary which would be Restricted Investments if made by
such Person while  subject to the  provisions of the Credit  Agreement  shall be
deemed  to be  Restricted  Investments  and to have  been  made at the time such
Person becomes a Restricted Subsidiary.

                  (x) Fixed Charge Coverage.  At the end of each Fiscal Quarter,
commencing  with the Fiscal  Quarter ending June 30, 1997, the ratio of Adjusted
Cash Flow to Fixed Charges,  in each case for the current Fiscal Quarter and the
immediately preceding 3 Fiscal Quarters, shall not be less than 1.50 to 1.00.

                  (y)  Negative  Pledge.  Neither the Tenant nor any  Restricted
Subsidiary  will  create,  assume  or  suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

                           (i) Liens existing on the date of this Lease securing
Debt outstanding on the date of this Agreement in an aggregate  principal amount
not exceeding $18,000,000;

                           (ii)  any  Lien   existing   on  any   asset  of  any
corporation at the time such corporation becomes a Restricted Subsidiary and not
created in contemplation of such event;

                           (iii) any Lien on any asset securing Debt incurred or
assumed for the purpose of financing all or any part of the cost of acquiring or
constructing  such  asset,  provided  that  such  Lien  attaches  to such  asset
concurrently  with or within 18 months after the  acquisition  or  completion of
construction thereof;
<PAGE>
                           (iv)  any  Lien  on  any  asset  of  any  corporation
existing at the time such corporation is merged or consolidated with or into the
Tenant or a  Restricted  Subsidiary  and not  created in  contemplation  of such
event;

                           (v) any  Lien  existing  on any  asset  prior  to the
acquisition thereof by the Tenant or a Restricted Subsidiary and not created
in contemplation of such acquisition;

                           (vi) Liens  securing Debt owing by any  Subsidiary to
the Tenant;

                           (vii)  any  Lien  arising  out  of  the  refinancing,
extension, renewal or refunding of any Debt secured by any Lien permitted by any
of the foregoing  clauses (ii) through (vii) of this Section,  provided that (A)
such Debt is not secured by any  additional  assets,  and (B) the amount of such
Debt secured by any such Lien is not increased;

                           (viii) any Lien on Margin Stock;

                           (ix)  Liens  for taxes or other  Impositions  not yet
delinquent or which are being contested in good faith by appropriate proceedings
and for which the Tenant shall have set aside any reserves required by GAAP;

                           (x)  Liens  of  landlords,  carriers,   warehousemen,
mechanics, materialmen and other similar Persons incurred in the ordinary course
of business for sums not yet due;

                           (xi) Liens  (other  than any Lien  created or imposed
under ERISA)  incurred or deposits  made in the  ordinary  course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids,  leases,  government  contracts,  performance and
return-of-money  bonds and other similar  obligations  (exclusive in any case of
obligations  incurred in connection with the borrowing of money or the obtaining
of advances of credit);

                           (xii) any  attachment  or  judgment  Lien  arising in
connection  with court  proceedings,  provided  that (i) the  execution or other
enforcement  of such Lien is effectively  stayed and the claims secured  thereby
are  being  actively  contested  in good  faith and by  appropriate  proceedings
diligently conducted,  and (ii) such reserve or other appropriate provision,  if
any, as shall be required by GAAP shall have been made  therefor and neither the
Tenant's nor any such  Restricted  Subsidiary's  title to or right to use any of
its property is impaired in any material respect by reason of such contest;

                           (xiii) easements,  licenses,  rights-of-way and other
rights and privileges in the nature of easements and similar Liens incidental to
the ownership of property and not incurred in  connection  with the borrowing of
money or the obtaining of advances of credit, and which do not,  individually or
in the  aggregate,  interfere  with the ordinary  conduct of the business of the
Tenant or any Restricted  Subsidiary or materially detract from the value of the
properties subject to any such Liens;

                           (xiv) Liens not otherwise  permitted by the foregoing
clauses of this Section  securing Debt in an aggregate  principal  amount at any
time outstanding not to exceed 15% of Consolidated Total Capitalization; and
<PAGE>
                           (xv) any Lien  created  by or  arising as a result of
any of the Transaction Documents.

                  (z) Maintenance of Existence.

                           (i) The Tenant shall, and shall cause each Restricted
Subsidiary  to,  maintain its  corporate  existence and carry on its business in
substantially  the same  manner  and in  substantially  the same  fields as such
business is now carried on and maintained;  provided that (A) the Tenant and its
Restricted  Subsidiaries  may  engage in any  transaction  permitted  by Section
2.1(bb) and (B) dissolution of any Restricted Subsidiary shall not be prohibited
by  this  Section  if  all of the  assets  of  such  Restricted  Subsidiary  are
transferred  to the Tenant or any other  Restricted  Subsidiary  following  such
dissolution.

                           (ii)   Without   limiting  the   generality   of  the
foregoing,  the Tenant shall  qualify and maintain  such  qualification  in good
standing as a foreign corporation in every Applicable State.

                  (aa)  Dissolution.  The  Tenant  shall  not  suffer  or permit
dissolution  or  liquidation  either in whole or in part or redeem or retire any
shares of its own stock,  except (i)  through  corporate  reorganization  to the
extent  permitted  by Section  2.1(bb),  and (ii)  through  Restricted  Payments
permitted by Section 2.1(w).

                  (bb)  Consolidations,  Mergers and Sales of Assets. The Tenant
will not, nor will it permit any Restricted  Subsidiary to, consolidate or merge
with or into, or sell,  lease or otherwise  transfer all or any substantial part
of its assets to, any other  Person,  or  discontinue  or eliminate any business
line or segment,  provided that (a) the Tenant may merge with another  Person if
(i) such Person was organized  under the laws of the United States of America or
one of its states, (ii) the Tenant is the corporation  surviving such merger and
(iii)  immediately  after giving  effect to such merger,  no Default  shall have
occurred and be continuing,  (b) Restricted Subsidiaries of the Tenant may merge
or  consolidate  with  one  another  or with  the  Tenant,  (c)  any  Restricted
Subsidiary  of the Tenant  may be merged or  consolidated  with or into  another
Person to consummate an  acquisition  of such other Person  permitted by Section
2.1(w),  provided that the surviving Person shall be a Restricted  Subsidiary of
the  Tenant,  and (d) the  foregoing  limitation  on the  sale,  lease  or other
transfer of assets and on the  discontinuation or elimination of a business line
or segment shall not prohibit (i) the sale, lease or other transfer of assets by
a Restricted  Subsidiary to any other Restricted Subsidiary or to the Tenant, or
(ii) during any Fiscal Quarter,  a transfer of assets or the  discontinuance  or
elimination  of a business  line or  segment  (in a single  transaction  or in a
series of related transactions) unless the aggregate assets to be so transferred
or utilized in a business line or segment to be so  discontinued,  when combined
with all other assets  transferred,  and all other assets  utilized in all other
business  lines or segments  discontinued,  during  such Fiscal  Quarter and the
immediately  preceding seven Fiscal Quarters (excluding,  however,  transfers of
assets  permitted by clause (i) of this Section),  either (x)  constituted  more
than 15% of  Consolidated  Total Assets at the end of the eighth Fiscal  Quarter
immediately  preceding such Fiscal Quarter,  or (y) contributed more than 10% of
Consolidated   Operating  Income  during  the  8  consecutive   Fiscal  Quarters
immediately preceding such Fiscal Quarter.
<PAGE>
                  (cc) Compliance with Laws;  Payment of Taxes. The Tenant will,
and will cause each of its  Restricted  Subsidiaries  and, in the case of ERISA,
each member of the  Controlled  Group to,  comply in all material  respects with
applicable  laws  (including but not limited to ERISA),  regulations and similar
requirements  of governmental  authorities  (including but not limited to PBGC),
except where the necessity of such  compliance is being  contested in good faith
through appropriate  proceedings  diligently pursued.  The Tenant will, and will
cause each of its Restricted  Subsidiaries  to, pay promptly when due all taxes,
assessments  and  governmental  charges  imposed  upon the  Tenant or the Leased
Property,  claims for labor,  supplies,  rent and other  obligations  which,  if
unpaid, might become a lien against the property of the Tenant or any Restricted
Subsidiary,  except (i) liabilities being contested in good faith by appropriate
proceedings  diligently pursued and against which, if requested by the Landlord,
the  Tenant  shall  have  set up  reserves  in  accordance  with  GAAP  and (ii)
liabilities  the  nonpayment  of which  would  reasonably  be expected to have a
Material Adverse Effect.

                  (dd)  Change in Fiscal  Year.  The Tenant  will not change its
Fiscal Year.

                  (ee)  Maintenance  of Property.  The Tenant  shall,  and shall
cause each Restricted Subsidiary to, maintain all of its material properties and
assets in good  condition,  repair and  working  order,  ordinary  wear and tear
excepted.

                  (ff) Operation of Unrestricted Subsidiaries.  The Tenant shall
cause each  Unrestricted  Subsidiary  to conduct  its  business  and  operations
separate  and  apart  from  that of any  Restricted  Subsidiary  or the  Tenant,
including,  without  limitation,  (i) segregating  assets of the Tenant and each
Restricted Subsidiary from, and not allowing funds or other assets of the Tenant
or any Restricted Subsidiary to be commingled with, the funds or other assets of
any Unrestricted  Subsidiary,  (ii) maintaining  books and financial  records of
each  Unrestricted  Subsidiary  separate from the books and financial records of
the  Tenant  or  any  Restricted  Subsidiary,   (iii)  observing  all  corporate
procedures and formalities in connection with the operation of each Unrestricted
Subsidiary, including, without limitation,  maintaining minutes of shareholders'
and  directors'  meetings of each  Unrestricted  Subsidiary,  (iv)  causing each
Unrestricted  Subsidiary to pay its liabilities from assets of such Unrestricted
Subsidiary  or  any  other  Unrestricted   Subsidiary,   and  (v)  causing  each
Unrestricted  Subsidiary  to conduct its dealings  with third parties in its own
name and as a separate and independent  entity;  provided that nothing contained
in this Section shall  prohibit the Tenant from acting as  collection  agent and
paying agent for an Unrestricted Subsidiary,  as long as proper books of account
are maintained and reconciled in connection therewith.

                  (gg)  Additional  Restricted  Subsidiaries.  The Tenant  shall
deliver  to the  Agent  and the  Landlord  notice  that a  Person  has  become a
Restricted Subsidiary within 10 days after the day on which such Person became a
Restricted Subsidiary.

         Section 2.2. Representations, Covenants and Warranties of Landlord. The
Landlord represents, covenants and warrants as follows:
<PAGE>
                  (a) Organization.

                           (i) The Landlord is a limited  liability company duly
organized, validly existing and in good standing under the laws of the
state of New Jersey. Prior to entering into each Lease Supplement,  the Landlord
shall  qualify  to do  business  and be in good  standing  as a foreign  limited
liability  company  in the  Applicable  State to  which  such  Lease  Supplement
relates.  The Landlord has, and will have, the full power and authority to enter
into this Lease, each Lease Supplement and each Transaction Document to which it
is a party and to engage in the  transactions  contemplated  hereby and thereby,
and the  joinder,  consent or  approval of no other  Person is required  for the
execution,  delivery and performance  hereof and thereof to properly  consummate
the transactions herein or therein  contemplated or, if required,  such joinder,
consent or approval has been obtained and evidence thereof has been delivered to
the Tenant and the Agent.

                           (ii)  The  Landlord  shall  maintain  its  existence,
continue to be a limited liability company organized under the laws of the
State of New Jersey,  not dissolve or otherwise  dispose of all or substantially
all of its  assets and not  consolidate  with or merge  into  another  entity or
permit one or more other  entities to  consolidate  with or merge into it unless
the Landlord shall be the surviving entity of any such consolidation or merger.

                           (iii) The Landlord  shall  maintain in full force and
effect all of its governmental and other authorizations, approvals,
consents, permits, licenses, certifications and qualifications necessary for the
conduct of its business as it is presently being conducted or contemplated to be
conducted hereunder to the extent the failure to so maintain the foregoing would
constitute a Material Adverse Event.

                           (iv) The Landlord  currently  constitutes,  and shall
maintain its status as, a single-purpose, bankruptcy-remote entity. The Landlord
shall not terminate the Operating  Agreement or amend,  modify or supplement the
provisions  thereof if such  amendment,  modification  or  supplement  (A) would
change or expand its  purposes,  business  or  permitted  activities;  (B) would
amend,  modify or supplement Section 11(h) thereof; or (C) could have an adverse
effect on the  classification  of this  Lease  for GAAP or  federal  income  tax
purposes.  The Landlord shall not distribute or permit the  distribution  of any
excess  earnings of the Landlord other than in accordance  with the terms of the
Operating  Agreement.  The  Landlord  shall  conduct no business  other than the
business  contemplated by this Lease, the Reimbursement  Agreement and the other
Transaction Documents.

                  (b) No Conflict.  Neither the  execution  and delivery of this
Lease nor the fulfillment of or compliance with the terms and conditions hereof,
nor the consummation of the transactions  contemplated  hereby conflicts with or
results in a breach of the terms,  conditions or provisions of any  restriction,
any agreement or any instrument to which the Landlord is now a party or by which
the Landlord or its property are bound,  or  constitutes  a default under any of
the foregoing,  or results in the creation or imposition of any Lien  whatsoever
upon any of the property or assets of the Landlord,  or upon the Leased Property
except Permitted Encumbrances.

                  (c)  Binding  Obligation.  Upon  the  execution  and  delivery
hereof, and assuming the valid execution and delivery hereof by the Tenant, this
Lease  shall be a valid  and  binding  obligation  of the  Landlord  enforceable
<PAGE>
against the Landlord in accordance with its respective terms, except as the same
may be limited by applicable bankruptcy, insolvency, moratorium or other similar
laws relating to the  enforcement  of creditors'  rights  generally from time to
time in effect and to the scope of equitable remedies which may be available.

                  (d) Amendment to Transaction Documents.  The Landlord will not
amend,  modify or supplement any of the  Transaction  Documents to which it is a
party without the prior approval of the Tenant and the Agent.

                  (e)      Financial Statements.

                           (i)  The  Landlord   shall   deliver  to  the  Tenant
quarterly  financial  statements  within  thirty-five (35) days after the end of
each of the first,  second and third fiscal  quarters of the Landlord and annual
financial  statements within seventy-five (75) days after the end of each fiscal
year of the Landlord prepared, in each case, in accordance with GAAP.

                           (ii) The  Tenant  shall  have the right to request an
audit from a firm of independent certified public accountants reasonably
acceptable to the Tenant of any financial  statements  delivered by the Landlord
to the Tenant;  provided,  however,  that all costs and expenses associated with
such audit shall be the sole  responsibility of the Tenant, and shall be payable
by the Tenant as Supplemental Rent hereunder.

         Section 2.3. Disclaimer. NEITHER THE LANDLORD BY DELIVERY HEREOF, OTHER
THAN AS SET FORTH IN SECTION  2.2,  NOR THE TRUSTEE,  BY ITS  ACCEPTANCE  OF THE
DUTIES OF TRUSTEE  UNDER THE  INDENTURE,  MAKES ANY WARRANTY OR  REPRESENTATION,
EITHER EXPRESS OR IMPLIED,  AS TO (A) THE LEASED PROPERTY,  THE APPLICABLE PLANS
AND  SPECIFICATIONS,  THE  APPLICABLE  PROJECTS  OR THE  IMPROVEMENTS,  (B)  THE
EXPERIENCE, QUALIFICATIONS OR FINANCIAL CONDITION OF ANY CONTRACTOR OR ANY OTHER
PERSONS WHICH MAY BE ENGAGED TO CONSTRUCT THE APPLICABLE PROJECTS, (C) THE PRICE
TO BE PAID UNDER ANY ACQUISITION  AGREEMENT OR CONSTRUCTION  AGREEMENT,  (D) THE
SUITABILITY  OR  FITNESS  FOR ANY  PURPOSE OF THE  LEASED  PROPERTY  OR ANY PART
THEREOF  OR (E)  ANY  OTHER  MATTER  PERTAINING  TO OR  RELATING  TO THE  LEASED
PROPERTY.

         Section 2.4. Amendments Relating to Bonds. Each Party hereby agrees and
covenants with the other that it will, from time to time hereafter,  execute and
enter  into any such  amendments  or  restatements  hereof as may be  reasonably
required by the Trustee,  the Agent,  the Rating  Agencies or the other Party to
enable or more  effectively  permit  the  refinancing  of the Bonds  and/or  the
issuance of the Additional  Bonds or Refunding Bonds, if any, so long as (x) all
consents required hereunder,  under the other Transaction Documents or under any
other  agreement  to which  the  Landlord  or the  Tenant  is a party  have been
obtained  and  (y)  any  such  amendment  or  restatement  does  not  alter  any
substantive  right,  privilege or  protection  contained  in, or created by this
Lease in favor of such Party, except as contemplated herein.

         Section  2.5.  Actions  Taken  by  Tenant.   To  the  extent  that  the
Reimbursement  Agreement  permits or requires  the Tenant to take or perform any
action or step, the Landlord  hereby consents to the taking or performing of any
such action or step by the Tenant.
<PAGE>
            ARTICLE 3. DEMISE OF PREMISES; TERM; RENT; OTHER PAYMENTS

         Section 3.1. Demise of Premises. Subject to the terms and conditions of
this Lease, the Lease Supplements and the Security Documents,  the Landlord, for
and in  consideration  of the covenants herein contained and made on the part of
the Tenant, hereby agrees to lease the Supplemental Properties to the Tenant for
the Term, and the Tenant hereby agrees to lease the Supplemental Properties from
the Landlord for the Term.

         Section 3.2.  Rent.  Throughout  the Term, the Tenant agrees to pay (i)
commencing on the Basic Rent  Commencement  Date, to the Landlord in immediately
available funds as Rent for the Leased  Property,  Basic Rent as set forth below
and in Section 3.5, and (ii)  directly to the Person to whom payment is due and,
if such Person is the Agent, in immediately  available funds,  delivered to such
Person's office,  from time to time as provided for herein, as Supplemental Rent
all other amounts,  costs,  liabilities and obligations which the Tenant assumes
or agrees to pay to the Landlord or to others hereunder.

         Section  3.3.  Rental  Payments to be  Unconditional,  No  Abatement or
Set-off.

                  (a) The  obligation  of the Tenant to make Rent  Payments when
due with respect to the Leased Property or any other payments required hereunder
shall  be  absolute  and  unconditional  in  all  events   (including,   without
limitation,  failure of the Tenant to possess or have use of the Leased Property
or any portion  thereof) and the Tenant  hereby  acknowledges  that the terms of
this  Lease  create a valid and  binding  obligation  of the Tenant to make Rent
Payments  and to pay all other  amounts  which are required to be paid under the
terms of this Lease.

                  (b)  Notwithstanding  any  dispute  between the Tenant and the
Landlord or any other Person,  including,  without  limitation,  the Agent,  the
Tenant shall make all Rent Payments  required  hereunder  when due and shall not
withhold any Rent Payment for any reason whatsoever, nor shall the Tenant assert
against the Landlord,  the Trustee, the Agent, any LC Issuer, any LC Participant
or any other  Person any right of  set-off,  recoupment,  deduction,  defense or
counterclaim  against its  obligation to make such Rent Payments  required under
this  Lease  or  claim  any  abatement,  suspension,  deferment,  diminution  or
reduction for any reason whatsoever  including,  without limitation,  whether or
not the Leased  Property is used or occupied by the Tenant or is  available  for
use or occupancy by the Tenant.

                  (c) The Tenant's obligation to make Rent Payments shall not be
abated through accident or unforeseen circumstances. No abatement, diminution or
reduction in Basic Rent or  Supplemental  Rent required to be paid by the Tenant
pursuant  hereto  shall  be  claimed  by  or  allowed  to  the  Tenant  for  any
inconvenience,  interruption,  cessation, or loss of business caused directly or
indirectly,  by any  present or future  Legal  Requirements,  or by  priorities,
rationing or  curtailment  of labor or materials,  or by war,  civil  commotion,
strikes or riots,  or any manner or thing resulting  therefrom,  or by any other
cause or causes beyond the control of the Landlord, the Tenant, the Agent or any
other Person, nor shall this Lease be affected by any such causes.

                  (d) This is an absolutely  net lease to the Landlord and it is
intended  that  Tenant  shall  pay all costs and  expenses  of every  character,
whether  foreseen or  unforeseen,  ordinary or  extraordinary  or  structural or
nonstructural, in connection with the construction, use, operation, maintenance,
<PAGE>
repair and  reconstruction of the Leased Property by Tenant  including,  without
limitation,  the costs and expenses  particularly set forth in this Lease. It is
the intent of the parties  hereto that the Basic Rent  payable  under this Lease
shall be an absolutely  net return to the Landlord and that the Tenant shall pay
all costs and expenses  relating to the Leased Property and the business carried
on therein,  including any obligations  (specifically  excluding  federal income
taxes and state and local taxes imposed upon or measured by net income)  imposed
upon the Landlord,  as owner of the Leased Property unless  otherwise  expressly
provided in this Lease.  Any obligation  herein  relating to the Leased Property
which is not expressly  declared in this Lease to be that of the Landlord  shall
be deemed to be an obligation of the Tenant and shall be performed by the Tenant
at the Tenant's  sole cost and expense and not an obligation or cost and expense
of the Landlord,  the Trustee,  the Agent, any LC Issuer,  any LC Participant or
any other Person.

                  (e) The Tenant's  obligations  to make Rent Payments  shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Lease under all circumstances,  including, without limitation, the
following circumstances:

                           (i) any lack of  validity or  enforceability  of this
Lease, the Letters of Credit or any Transaction Document;

                           (ii) any amendment, compromise,  settlement or waiver
of or any consent to departure from all or any of the Transaction Documents;

                           (iii) the existence of any claim, set-off, defense or
other right which the Landlord may have at any time against the Trustee
or the Tenant may have  against  the  Landlord,  or either may have  against any
other beneficiary,  or any transferee,  of the Letters of Credit (or any persons
or entities for whom the Trustee,  any such  beneficiary or any such  transferee
may be acting), the Agent, or any other person or entity,  whether in connection
with this Lease,  the  transactions  contemplated  herein or in the  Transaction
Documents, or any unrelated transaction;

                           (iv) any  statement or any other  document  presented
under the  Letters  of Credit  proving  to be  forged,  fraudulent,  invalid  or
insufficient in any respect or any statement  therein being untrue or inaccurate
in any respect;

                           (v) payment by the LC Issuers under the Letters of
Credit against presentation of a draft or certificate which does not
comply with the terms of the Letters of Credit;

                           (vi) any  failure,  omission  or delay on the part of
the  Landlord,  the  Trustee,  the  Tenant  or the Agent to  enforce,  assert or
exercise any right,  power or remedy granted under this Lease or any Transaction
Document;

                           (vii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

                  (f) [INTENTIONALLY OMITTED]

                  (g) The  Landlord  shall have the rights and  remedies for the
collection  of  Supplemental  Rent  as are  available  to the  Landlord  for the
collection of the Basic Rent.
<PAGE>
                  (h) Nothing in this  Section 3.3 shall be deemed or  construed
as a waiver by the Tenant of any rights or  remedies  which it may have  against
any Person,  it being  understood and agreed that the Tenant may assert any such
rights in one or more separate proceedings.

         Section 3.4. Termination of Term/Rental Payment Obligation.

                  (a) The Tenant will not  terminate  this Lease nor be relieved
of its  obligation  to make Rent  Payments or from any of its other  Obligations
hereunder  for any reason  including,  without  limiting the  generality  of the
foregoing,  any  acts or  circumstances  that  may  constitute  an  eviction  or
constructive   eviction,   failure  of  consideration,   failure  of  title,  or
frustration of purpose,  or any damage to or destruction of the Leased  Property
or any portion thereof, or the taking by eminent domain of title or the right of
temporary use of all or any part of the Leased  Property,  or the failure of the
Landlord or any other  Person to perform and observe any  agreement or covenant,
whether expressed or implied, or any duty,  liability or obligation which arises
out of or which is  related  to this  Lease by the terms  hereof or under law or
otherwise.

                  (b) Not earlier than three  hundred sixty (360) days nor later
than two hundred  seventy (270) days prior to the Expiration Date of the Initial
Term,  the  Tenant  shall  notify the  Landlord  and the Agent in writing of its
election to exercise  one of the  following  options  (it being  understood  and
agreed that a failure to so notify the  Landlord  and the Agent within such time
period  shall be deemed to be an election  by the Tenant to exercise  the option
set forth in Section 3.4(b)(iii) below):

                           (i) to  purchase  all (but not less  than all) of the
Individual Properties comprising the Leased Property on the terms and conditions
set forth in Article 15 of this Lease; or

                           (ii) to renew the  Initial  Term of this  Lease  with
respect to all (but not less than all) of the Individual  Properties  comprising
the Leased  Property on the terms and  conditions set forth in Article 8 of this
Lease; or

                           (iii) to surrender the Leased  Property in accordance
with and subject to the  provisions of Article 13 of this Lease,  in which event
the Tenant shall pay to the Landlord,  on the Expiration Date and in immediately
available funds, the Deferred Maintenance Obligation.

         Section 3.5. Basic Rent.

                  (a) From and after  the  Basic  Rent  Commencement  Date,  the
Tenant  shall pay Basic Rent  Payments  on each Basic Rent  Payment  Date in the
amounts for the  applicable  month shown on Exhibit H annexed  hereto and made a
part hereof, as such amounts are adjusted by the Rent Differential.

                  (b) During any  Renewal  Term,  the  applicable  Renewal  Rent
determined in accordance with Section 8.2 hereof.

                  (c) In the event the  Bonds are  redeemed  in whole or in part
(other than any  mandatory  sinking fund  redemption)  from funds other than (I)
drawings  under the Letters of Credit,  or (ii) payments or prepayments of Basic
Rent by or at the direction of the Tenant  hereunder,  the Tenant shall continue
to make payments of Basic Rent  hereunder  during the Initial Term on each Basic
Rent Payment Date as provided in Section 3.5(a).
<PAGE>
         Section 3.6. [Intentionally Omitted].

         Section  3.7.  Basic  Rent;  No Bonds  Outstanding.  Subject to Section
3.5(c),  no Basic Rent Payments shall be due or payable at any time during which
no Bonds are Outstanding  and all  Reimbursement  Obligations  payable under the
Reimbursement Agreement and the Reimbursement Notes have been paid in full.

         Section 3.8. Supplemental Rent.

                  (a) Components of Supplemental Rent. Subject to the exclusions
set forth in Section  3.8(b) below,  the Tenant hereby agrees to pay to Landlord
(or to whomever shall be entitled thereto as expressly provided herein or in any
other Transaction  Document) the following amounts (such amounts,  giving effect
to such exclusions, being herein referred to as "Supplemental Rent") as and when
the same shall become due and payable:

                           (i) Administrative and Other Expenses and Amounts. So
long as there shall be any amount of principal of, interest on, or other amounts
due in connection with the Bonds or the Reimbursement Agreement or Reimbursement
Notes, the following:

                                    (A) for the  account  of the  Landlord,  the
         fees and charges of the Agent for all services of the Agent and all its
         reasonable expenses (including, without limitation,  reasonable counsel
         fees),  and all other fees,  interest,  charges,  payments,  penalties,
         amounts  owing,  in each  case,  in respect  of  indemnities  and other
         amounts owing under the  Reimbursement  Agreement and the Reimbursement
         Notes,  including,  without  limitation,  interest  in  respect  of the
         foregoing,   incurred   by  the   Landlord  in   accordance   with  the
         Reimbursement  Agreement and the  Reimbursement  Notes, as and when the
         same become due;

                                    (B) for the  account  of the  Landlord,  all
         out-of-pocket  fees  and  expenses  incurred  by the  Agent  and the LC
         Issuers,  including without limitation the fees and expenses of counsel
         to the  Agent  (but  not  counsel  to the  other  LC  Issuers)  for the
         amendment  of the  Transaction  Documents,  the  fees and  expenses  of
         counsel to the Agent and the other LC Issuers  in  connection  with the
         occurrence of an event of default,  or the  enforcement or preservation
         of rights,  under the  Transaction  Documents  in  connection  with the
         transactions  contemplated  thereby,   including  the  structuring  and
         implementation  thereof,  irrespective of whether such transactions are
         consummated and the fees and costs in connection with any environmental
         reports, plans, surveys, appraisals, title policies, recording charges,
         excise,   documentation   and  other  taxes  or  other   documents   or
         certificates  prepared,  or charges  payable,  in  connection  with the
         transactions contemplated by the Transaction Documents;

                                    (C) for the  account  of the  Landlord,  the
         fees and  charges of Trustee  for all  services  of Trustee and all its
         reasonable expenses (including, without limitation,  reasonable counsel
         fees) incurred by Trustee in accordance with the Indenture, as and when
         the same become due;

                                    (D) for the account of the Landlord,  to the
         extent the  Landlord is obligated  therefor,  the  reasonable  fees and
         charges of any other paying agents for the Bonds,  as and when the same
         become due;
<PAGE>
                                    (E) to or for the  account of the  Landlord,
         all  reasonable  costs and  expenses  (including,  without  limitation,
         reasonable  counsel fees)  incurred by the Landlord in connection  with
         the issuance of the Bonds;

                                    (F) for the account of the Landlord, (I) the
         fees payable to the Agent pursuant to the Agent's Letter  Agreement and
         the Letter of Credit Fees,  or (ii) if the Bonds and the  Reimbursement
         Obligations are no longer  outstanding,  and the Tenant is obligated to
         pay Basic Rent in accordance  with Section  3.5(c),  an amount equal to
         the Letter of Credit Fees which would have been payable  under  Section
         2.03 of the  Reimbursement  Agreement  had the Bonds and the Letters of
         Credit remained  outstanding,  as shown on Exhibit B hereof,  provided,
         however,  that the Tenant  shall not be obligated to pay any other fees
         or expenses of any  refinancing  (other than an Indexing  Agent fee) by
         Landlord which Tenant has not approved in advance;

                                    (G) for the  account  of the  Landlord,  all
         reasonable  administrative  costs  and  expenses  (including,   without
         limitation,  reasonable  counsel  fees)  incurred  by the  Landlord  in
         connection with the administration, modification or enforcement of this
         Lease or any of the other Transaction  Documents or the  administration
         of any Individual Property or any matters relating thereto; and

                                    (H) for the account of the Landlord, (1) all
         amounts  payable  to the  Rating  Agencies,  (2) all fees and  expenses
         payable to the remarketing  agent and indexing agent in connection with
         the Bonds,  and all fees and costs  associated  with the remarketing of
         the Bonds,  (3) all fees and expenses  associated  with draws under the
         Letters of Credit, (4) all costs incurred by the Landlord in connection
         with the  Landlord's  compliance  with the  terms  of this  Lease,  the
         Reimbursement   Agreement,   the  Reimbursement   Notes  or  any  other
         Transaction Document,  including without limitation compliance with any
         financial  reporting  requirements  (including  delivery  of  financial
         statements  of Landlord)  hereunder or  thereunder,  but  excluding any
         costs of compliance with financial  reporting  requirements  (including
         the cost of the preparation an delivery of financial statements) to the
         extent  such  financial  reporting  relates to  Persons  other than the
         Landlord,  (5) all  fees  and  expenses  incurred  in  connection  with
         qualifying,  or  maintaining  qualification,  to  do  business  in  any
         Applicable State,  including  without  limitation any annual reports or
         annual filing fees, (5) all Impositions with respect to each Applicable
         State,  together  with all costs in  connection  therewith  and (6) all
         costs and  expenses  relating  to or required  in  connection  with the
         application  for,  or  obtaining  of,  any  governmental   consents  or
         approvals;

provided,  however,  that any payments made by Trustee pursuant to the Indenture
in respect of amounts referred to in clauses (A), (B), (C) or (D) above shall be
credited against the obligation of Tenant under this subsection (i);

                  (ii)   Additional   Rent.   From  and  after  the  Basic  Rent
Commencement  Date,  the Return on  Landlord's  Equity  Amount  shall be due and
payable on the first  Basic Rent  Payment  Date of each  calendar  quarter  (the
"Additional Rent"); provided,  however, that no Additional Rent shall be payable
by the  Tenant  for any period  (A) to the  extent  moneys  are  provided  to or
<PAGE>
deposited with the Trustee from proceeds  derived from the sale of the Bonds and
applied by the  Trustee for the  payment of such  Additional  Rent or (B) to the
extent of a balance  available for payment of such  Additional  Rent in the Bond
Fund which is applied by the Trustee for the  payment of such  Additional  Rent;
and provided  further that upon the expiration of the Initial Term, the Landlord
shall refund to the Tenant, or the Tenant shall pay to the Landlord, as the case
may be, the difference between the aggregate amounts paid by the Tenant pursuant
to this Section  3.8(a)(ii)  and the amount of the Return on  Landlord's  Equity
Amount as finally determined as of the end of the Initial Term.

                  (iii) [INTENTIONALLY OMITTED];

                  (iv) Aggregate Fair Market Value Threshold. If applicable, the
amount set forth in Section 4.3(a); and

                  (v) Other Amounts.  Any other  amounts,  other than Basic Rent
and the Rent Differential, (A) owing by the Tenant under this Lease or (B) owing
by the Landlord under the  Reimbursement  Agreement,  the Indenture or the other
Transaction  Documents,  including,  without  limitation,  all reasonable  costs
incurred or to be incurred by the  Landlord in  connection  with the  Landlord's
compliance  with the financial  reporting  requirements  (including  delivery of
financial statements) hereunder,  under the Reimbursement Agreement or under any
of the other Transaction Documents.

                  (b) Exclusions from Supplemental Rent. Supplemental Rent shall
not include,  and Tenant shall have no  obligation to pay,  notwithstanding  any
provision in the foregoing Section 3.8(a), in any other section of this Lease or
in any other Transaction  Document (but without impairing Tenant's obligation to
pay Basic Rent, as adjusted by the Rent  Differential,  Additional Rent or other
amounts described in Section 20.2), any of the following amounts:

                           (i) any  amount  payable  by any Person in respect of
federal  income tax or state or local  taxes  imposed  upon or  measured  by net
income,  in each case  imposed or measured by the net income of any Person other
than Tenant;

                           (ii) the principal  amount of the Bonds, and interest
payable with  respect  thereto,  or the  principal  amount of the  Reimbursement
Obligations  or the  Reimbursement  Notes  and  interest  payable  with  respect
thereto;

                           (iii)  any   distribution   payable   to,  or  return
guaranteed or payable to, any Person in its capacity as a member of Landlord;

                           (iv) any  amount  owing or payable to any Person as a
result of any default or event of default under the Indenture, the Reimbursement
Agreement or any other Transaction  Document, to the extent that such default or
event or default is not also an Event of Default hereunder;

                           (v) any taxes or other cost or  expenses  incurred by
any Person as a result of any  transfer by the  Landlord of its  interest in the
Lease,  by any Person of any  membership  interest  in the  Landlord,  or by any
Lender of its interest in the Reimbursement Agreement, any Reimbursement Note or
any Letter of Credit; or
<PAGE>
                           (vi)  any  amount   payable  under  any   Transaction
Document (other than this Lease)  resulting from, or payable in connection with,
any amendment, modification or supplement to or of such Transaction Document, to
the extent such amendment,  modification or supplement has not been requested or
approved by the Tenant.

         Section  3.9.  Surplus  Moneys  in Bond  Fund.  In the  event  that the
Aggregate  Fair  Market  Value of the Leased  Property  as of the Final  Project
Completion Date shall be equal to or greater than $75,000,000,  then the Trustee
shall,  in  accordance  with and subject to the terms of the  Indenture,  redeem
Bonds in an  aggregate  principal  amount equal to the  aggregate  amount of (a)
moneys  remaining in the Project Fund (including  investment  earnings  thereon)
after the Final Project Completion Date which are transferred to the Excess Bond
Proceeds Account of the Bond Fund pursuant to Section 5.03 of the Indenture; (b)
moneys deposited in the Capitalized  Interest  Account and Capitalized  Interest
Reserve Account (including investment earnings thereon) which are transferred to
the Excess Bond Proceeds Account of the Bond Fund pursuant to Sections 5.02A and
5.02B,  respectively,  of the Indenture; and (c) investment earnings on the Bond
Fund which are applied as provided in Section  5.04 of the  Indenture.  Upon any
such redemption,  the Landlord and Tenant agree to amend the Basic Rent Schedule
set forth in Exhibit H annexed  hereto and made a part  hereof to  appropriately
reflect, on a pro rata basis, the effect of such redemption.

       ARTICLE 4. ACQUISITION AND CONSTRUCTION; SUBSTITUTION OF PROPERTIES

         Section 4.1. Acquisition and Construction of the Individual Properties.

                  (a) Each  Individual  Property  shall be  acquired  or  ground
leased, and each Applicable Project shall be constructed and developed, pursuant
to and in accordance with the terms and provisions of the Agency and Development
Agreement.

                  (b) Concurrently with the acquisition or ground leasing of any
Individual Property by the Landlord, (i) the Landlord and the Tenant shall enter
into a Lease Supplement with respect thereto and (ii) the Landlord shall execute
and deliver the Applicable Mortgage,  the Applicable Assignment of Rents and the
Memorandum of Lease.

         Section 4.2. Projects Not Completed. If, on or before the Final Project
Completion Date, any Applicable  Project has not been completed and accepted for
occupancy, the Tenant shall either:

                  (a)  purchase  such  Applicable  Project on the Final  Project
Completion Date from the Landlord for an amount equal to the Uncompleted Project
Purchase Price.  Upon receipt of the  Uncompleted  Project  Purchase Price,  the
Landlord shall apply such amounts to the redemption of Bonds in accordance  with
the terms of the Indenture, and the principal amount available under the Letters
of Credit  shall be reduced  ratably by the  amount of the  Uncompleted  Project
Purchase Price; or

                  (b) accept such  uncompleted  Applicable  Project and commence
Rent  Payments  with  respect  thereto as if such  Applicable  Project  had been
completed and accepted for occupancy;  provided, however, that in the event that
such Applicable Project shall not have been completed and accepted for occupancy
on or before the first  anniversary  of the Final Project  Completion  Date, the
Tenant shall purchase such  Applicable  Project on the first  anniversary of the
Final Project  Completion  Date on the terms and conditions set forth in Section
4.2(a) above.
<PAGE>
         Section 4.3.  Aggregate  Fair Market Value Not  Achieved.  In the event
that the Aggregate  Fair Market Value of the Leased  Property shall be less than
$75,000,000 as of the Final Project Completion Date, the Tenant shall either:

                  (a) On the Final Project  Completion  Date,  make a payment to
the Landlord,  as  Supplemental  Rent, in an amount equal to the amount by which
the Aggregate Fair Market Value of the Leased Property is less than $75,000,000;
or

                  (b) On the Final Project  Completion  Date,  purchase from the
Landlord each Individual  Property the fair market value of which (as determined
by the appraisals delivered by the Tenant to the Landlord and the Agent pursuant
to  Section  6(b) of the  Agency  and  Development  Agreement  and as  confirmed
pursuant to Section  7(e)(v) of the Agency and  Development  Agreement)  is less
than the  Allocable  Costs for such  Individual  Property.  In such  event,  the
purchase price to be paid by the Tenant to the Landlord for each such Individual
Property  shall be an amount equal to the  Allocable  Costs for such  Individual
Property.  Upon receipt of such purchase  prices,  the Landlord shall apply such
amounts  to the  redemption  of  Bonds  in  accordance  with  the  terms  of the
Indenture,  and the principal amount available under the Letters of Credit shall
be reduced ratably by the aggregate amount of such purchase prices.

         Section 4.4. Substitution of Properties.

                  (a) During the Term, the Tenant shall have the right, with the
prior  written  consent of the  Landlord  (not to be  unreasonably  withheld  or
delayed)  and  the  Agent  (in  accordance  with  Section  9.06(a)(vii)  of  the
Reimbursement  Agreement),  and on the  terms and  conditions  set forth in this
Section 4.4, and subject to the  limitations  set forth in paragraph (d) of this
Section 4.4, to  substitute a Substitute  Property for any  Individual  Property
which is subject to the terms of this Lease at the time of such substitution.

                  (b)  As a  condition  precedent  to the  effectiveness  of any
substitution  of a Substitute  Property for an Individual  Property,  the Tenant
shall deliver to the Landlord, the Agent and the Trustee:

                           (i)  A  certificate  from  an  independent  certified
public  accountant  reasonably  acceptable to the Landlord and the Agent stating
that the  consummation  of such  substitution  will not have a material  adverse
effect on the treatment or status of this Lease for tax purposes;

                           (ii)  A   certificate,   signed   by  an   Authorized
Representative  of the  Tenant,  stating  that  the  fair  market  value  of the
Substitute  Property  on and as of the  effective  date of the  substitution  is
greater than or equal to the fair market value of the Individual  Property being
replaced  thereby (as determined by the appraisal  delivered to the Landlord and
the Agent pursuant to Section 6(b) of the Agency and  Development  Agreement and
as  confirmed  pursuant  to  Section  7(e)(v)  of  the  Agency  and  Development
Agreement), accompanied by an appraisal of the Substitute 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 Landlord
and the Agent,  setting forth the estimated  fair market value of the Substitute
Property  on  and  as  of  the  effective  date  of  such  substitution  (on  an
"as-completed" basis);
<PAGE>
                           (iii)  (A)  All  of the  documents  and  other  items
required to be delivered  by the Tenant as a condition to each Land  Acquisition
Disbursement pursuant to Section 7(c) of the Agency and Development Agreement as
if the Tenant were requesting a Land  Acquisition  Disbursement  with respect to
the Substitute  Property,  and (B) all of the documents and other items required
to be delivered by the Tenant as a condition to each Final Disbursement pursuant
to Section  7(e) of the Agency and  Development  Agreement as if the Tenant were
requesting a Final Disbursement with respect to the Substitute Property; and

                           (iv) An opinion of counsel  reasonably  acceptable to
the  Landlord  and the Agent  stating that the  substitution  of the  Substitute
Property for the Individual Property being replaced qualifies as a tax-free like
kind exchange  pursuant to Section 1031 of the Internal  Revenue Code,  and that
such substitution will have no adverse tax consequences for the Landlord.

                  (c) On the effective date of the substitution:

                           (i) The Landlord shall acquire,  and the Tenant shall
convey,  the  Substitute  Property  in the  same  manner  as if such  Substitute
Property  were acquired by the Landlord  prior to the Final  Project  Completion
Date;

                           (ii) The  Landlord  and the Tenant shall enter into a
Lease Supplement with respect to the Substitute Property;

                           (iii) The  Landlord  shall convey its interest in and
to the Individual  Property  being  replaced by the  Substitute  Property to the
Tenant; and

                           (iv) The  Landlord  shall  execute and deliver to the
Agent an Applicable Mortgage and an Applicable  Assignment of Rents with respect
to the Substitute Property.

                  (d) Notwithstanding anything to the contrary contained in this
Section  4.4,  the Tenant  shall have no right to  substitute  more than two (2)
Substitute Properties during any five (5) year period.

         Section  4.5.  Moneys  Remaining  in  Project  Fund.  Any moneys in the
Project Fund  (including the investment  earnings  thereon)  remaining after the
Final Project  Completion Date and after payment,  or provision for payment,  in
full of the Costs of the Projects and receipt by the Landlord and the Trustee of
the  certificate  described  in Section  7(e)(vi) of the Agency and  Development
Agreement,  shall be transferred to the Excess Bond Proceeds Account of the Bond
Fund and applied as provided  in Section 3.9 and Section  5.03 of the  Indenture
upon the prior  consent  of the Agent,  which  shall be given by the Agent if at
such time an Event of Default shall not have occurred and be continuing.

         Section 4.6. Investment and Use of Fund Moneys. Any moneys held as part
of the Bond Fund or the  Project  Fund shall be invested  or  reinvested  by the
Trustee in accordance with the terms of the Indenture.

         Section 4.7. Ownership of Leased Property.

                  (a) The  Landlord,  as between  the  Landlord  and the Tenant,
shall  and  hereby  does  retain  all  of its  rights  to  the  Leased  Property
notwithstanding  the  delivery  thereof  to and  possession  and use  thereof by
Tenant,  the rights of Tenant  being only those of a tenant as set forth in this
Lease and any Lease Supplement.
<PAGE>
                  (b) Notwithstanding anything to the contrary contained in this
Lease,  any Costs of the  Projects  paid for by moneys of the Tenant and used to
acquire assets or property  constituting  a portion of any  Applicable  Project,
other than Equipment,  shall be and become part of the Leased Property, owned by
the Landlord,  subject to the Lien of the  Applicable  Mortgage,  and the Tenant
shall have no legal or equitable ownership interest therein.

         Section 4.8. Change in Location of Records. The Tenant shall notify the
Landlord  and the Agent at least 60 days prior to changing the place at which it
maintains  its  records  with  respect to this  Lease and any other  Transaction
Document, of the address to which such records are to be transferred.

                                 ARTICLE 5. USE

         Section  5.1.  Use. The  Individual  Properties  comprising  the Leased
Property shall be used by the Tenant only as Movie Theaters and uses  reasonably
ancillary thereto and for no other use or purpose.

         Section 5.2.  Prohibited  Uses.  The Tenant shall not use, or suffer or
permit the use of, the Leased  Property or any portion  thereof in any manner or
for any purpose or do, bring or keep anything,  or suffer or permit  anything to
be done,  brought or kept,  therein  or  thereon  which  would (i)  violate  any
covenant,  agreement,  term, provision or condition of this Lease or be unlawful
or in contravention of the certificate of occupancy for any Individual Property,
or  contravene  any Legal  Requirement  or  insurance  requirement  to which any
Individual  Property is subject,  except where such violation,  contravention or
illegality would not have a material adverse effect on such Individual Property,
(ii) overload or could cause an overload of the electrical or mechanical systems
of any Individual  Property or which would exceed the floor load per square foot
which any floor in an  Individual  Property  was  designed to carry and which is
allowed by law, (iii)  invalidate or conflict with, the fire or public liability
insurance on the Leased  Property or (iv) result in any liability on the part of
the Landlord under any Environmental Requirement.

                  ARTICLE 6. COMPLIANCE WITH LEGAL REQUIREMENTS

         Section 6.1. Tenant's  Compliance with Legal  Requirements.  The Tenant
shall,  throughout the Term and at the Tenant's sole cost and expense,  promptly
comply, or cause compliance:  (i) with all Legal Requirements  applicable to the
Leased Property,  including, without limitation, all Environmental Requirements,
whether present or future,  foreseen or unforeseen,  ordinary or  extraordinary,
and whether or not the same shall be presently  within the  contemplation of the
Landlord and the Tenant or shall involve any change of governmental  policy,  or
require  structural or extraordinary  repairs,  alterations,  or additions,  and
irrespective of the cost thereof, which may be applicable to the Leased Property
or any portion  thereof and (ii) with any agreements,  contracts,  easements and
restrictions affecting the Leased Property or any part thereof or the ownership,
occupancy or use thereof existing on the date hereof or hereafter created by the
Tenant, or consented to or requested by the Tenant.

                             ARTICLE 7. IMPOSITIONS

         Section  7.1.  Utilities.  The  Tenant  shall  furnish  or  cause to be
furnished,  at its own expense,  all utilities of every type and nature required
by it in its use of the Leased  Property and shall pay or cause to be paid, when
due, all bills for water, sewerage,  heat, gas, electricity and other utilities,
if any, used on, in connection  with, or chargeable  against the Leased Property
<PAGE>
during  the Term and all  bills  for  utility  charges  relating  to the  Leased
Property or the use thereof and the Tenant shall indemnify and save harmless the
Landlord,  the Agent and the Trustee from and against any loss, cost and expense
in  connection  therewith.  The Tenant shall cause all utilities to be placed in
its name and all bills to be sent  directly to the Tenant.  The Tenant shall pay
all such bills as and when the same shall be due and payable and upon request of
the Landlord, shall provide evidence of the payment thereof.

         Section  7.2.  Payment  of  Impositions.  The Tenant  covenants  to pay
directly  to the Person  entitled  to such  payment,  before any fine,  penalty,
interest  or  cost  may  be  added  thereto  for  the  non-payment  thereof,  as
Supplemental  Rent hereunder,  all Impositions.  The Tenant shall furnish to the
Landlord, promptly after payment of any Impositions,  official receipts or other
satisfactory  proof evidencing  payment of such  Impositions.  Upon the Tenant's
failure to pay such  Impositions  or failure  after  written  request to provide
proof of such  payment  or failure to  deliver  any such  certificate,  as above
provided,  the  Landlord  shall have the right,  at the  Landlord's  option,  to
require the Tenant to: (i) promptly  deposit  with the Trustee,  or, if no Bonds
are Outstanding, with the Landlord, funds for the payment of current Impositions
required to be paid by the Tenant hereunder;  and (ii) also deposit  one-twelfth
(1/12th) of the current annual  Impositions  or those of the preceding  years if
the current  amounts thereof have not been fixed, on the first day of each month
in advance,  except that all additional  funds required for any payments thereof
shall also be  deposited as aforesaid on the first day of the final month during
which or at the end of which a payment is due and  payable  without  interest or
penalty.

         Section 7.3. Tax Contests.  The Tenant shall have the right, at its own
expense,  to  contest  the  amount  or  validity,  in whole  or in part,  of any
Imposition  by  appropriate  proceedings  diligently  conducted  in good  faith,
without having to pay such  Imposition as a condition to the institution of such
contest  unless  (i) such  payment is  required  by any Legal  Requirement  of a
Governmental  Authority or (ii) the failure to make such payment  would,  in the
reasonable  judgment of the  Landlord,  cause any  Individual  Property to be in
danger of being forfeited,  lost or materially affected. Upon the termination of
any  proceedings,  it shall be the obligation of the Tenant to pay the amount of
such Imposition or part thereof as finally  determined in such proceedings,  the
payment  of  which  may  have  been  deferred  during  the  prosecution  of such
proceedings,  together  with any  costs,  fees,  interests,  penalties  or other
liabilities in connection therewith. Nothing herein contained, however, shall be
so construed  as to allow such  Imposition  to remain  unpaid for such length of
time as shall permit the Leased Property, or any part thereof, to be sold, taken
or  otherwise   adversely  affected  by  any  Governmental   Authority  for  the
non-payment  of the same.  The Tenant shall  promptly  furnish the Landlord with
copies of all proceedings and documents with regard to any such contest, and the
Landlord shall have the right, at its expense,  to participate  therein.  In any
event,  the Landlord shall cooperate with the Tenant,  at the Tenant's sole cost
and expense, in connection with any such contest.

         Section 7.4. Tax Refund.  The Landlord  shall direct the Agent to remit
to the Tenant any refund of Taxes (as  defined in the  Reimbursement  Agreement)
which are the subject of Section 2.06(c) of the Reimbursement Agreement.
<PAGE>
                          ARTICLE 8. EXTENSION OPTIONS

         Section 8.1. Extension Options. *[material omitted]

         Section 8.2.  Renewal  Rent;  Procedure for  Determination.  *[material
omitted]

         Section 8.3. Lease Amendment.  Upon final  determination of the Renewal
Rent to be paid during any Renewal Term as  hereinabove  provided,  the Landlord
and the Tenant  shall enter into an  amendment to this Lease to reflect the same
as well as such other  modifications  of this Lease as mutually  shall be deemed
appropriate by the Landlord and the Tenant.

         Section 8.4. No  Assignment.  The extension  options  contained in this
Article 8 may not be severed  from this Lease or  separately  sold,  assigned or
otherwise  transferred.  Any sale,  assignment  or transfer or  attempted  sale,
assignment  or transfer of such options  separate  from this Lease shall be null
and void, ab initio.

         Section 8.5. Invalidity.  No extension option contained herein shall be
valid unless all prior extension options have been properly exercised.

                      ARTICLE 9. LANDLORD'S RIGHT OF ENTRY

         Section 9.1.  Landlord's and Agent's Right of Entry. The Landlord,  the
Agent,  any Lender and their  respective duly authorized  representatives  shall
have the right to enter any Individual Property at all reasonable times and upon
reasonable  notice for the purposes of  inspecting  the  condition of same,  and
making such repairs and restorations thereto as may be necessary or desirable if
the Tenant  fails to do so as required  hereunder  (but neither the Landlord nor
the  Agent  nor any  Lender  shall  have  any duty  whatsoever  to make any such
inspections,  repairs,  or  restorations).  Any  such  inspections,  repairs  or
restorations to the extent  reasonably  practicable,  shall be conducted in such
manner so as to minimize the interference with the Tenant's business.  The costs
so incurred by the  Landlord,  the Agent or any Lender shall be included  within
and  constitute  part of the  Supplemental  Rent due by the  Tenant and shall be
payable upon demand of the Landlord or the Agent.

            ARTICLE 10. MAINTENANCE, REPAIR AND REPLACEMENT BY TENANT

         Section  10.1.  Maintenance  of the Leased  Property.  The Tenant shall
throughout the Term at the Tenant's sole cost and expense, (a) take good care of
and maintain the Leased  Property and all  roadways,  sidewalks and curbs on and
appurtenant  thereto,  in good order and repair,  and shall promptly  remove all
accumulated snow, ice and debris from any and all roadways,  sidewalks and curbs
located upon or  appurtenant  to the Leased  Property and (b) fully  perform and
comply with all conditions and  obligations to be performed and complied with by
the  Landlord  on and after the date  hereof  under the  Applicable  Acquisition
Agreement and the documents and instruments executed and delivered in connection
therewith.

         Section 10.2. Repair and Replacement of the Leased Property. The Tenant
shall not  commit or suffer to be  committed  any waste upon or about the Leased
Property,  and shall  promptly at its sole cost and expense,  make all necessary
replacements,  restorations and repairs to the Leased Property and appurtenances
thereto, whether interior or exterior, structural or non-structural, ordinary or

-----------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately  with the  Commission  pursuant  to Rule  24b-2. 
<PAGE>
extraordinary,  and foreseen or  unforeseen,  ordinary  wear and tear  excepted.
Repairs,  restorations and replacements  shall be at least equivalent in quality
to the original  work or the property  replaced,  as the case may be. The Tenant
shall not make any claim or demand upon or bring any action against the Landlord
for any loss,  cost,  injury,  damage or other expense  caused by any failure or
defect,  structural  or  non-structural,  of the  Leased  Property  or any  part
thereof.

         Section  10.3.  Maintenance  of  Leased  Property.  The  Tenant  shall,
throughout the Term,  maintain the Leased Property in good operating  condition,
normal wear and tear excepted, in a manner comparable to other first run theater
facilities  of  comparable  size  and age  owned  by the  Tenant  in the same or
comparable markets; provided,  however, that the Tenant's liability hereunder at
the end of the Term shall be subject to the terms of Section 3.4(b)(iii).

         Section 10.4.  Landlord Not  Responsible.  The Landlord shall not under
any  circumstances  be  required  to build any  Improvements  on any  Individual
Property, or to make any repairs,  replacements,  alterations or renewals of any
nature or description to any Individual Property,  whether interior or exterior,
ordinary or extraordinary,  structural or non-structural, foreseen or unforeseen
(unless  same are  directly  necessitated  by the  Landlord's  entry  onto  such
Individual  Property  pursuant  to  Article  9),  or  to  make  any  expenditure
whatsoever  in  connection  with this Lease or to inspect or maintain the Leased
Property or any part thereof in any way. The Tenant  hereby  waives the right to
require the Landlord to make  repairs,  replacements,  renewals or  restorations
pursuant  to  any  Legal  Requirements   including,   without  limitation,   any
Environmental Requirements.

                        ARTICLE 11. ALTERATIONS BY TENANT

         Section  11.1.  Tenant  Alterations.  The Tenant  agrees not to make or
allow to be made any alterations, improvements, additions or physical changes in
or about any  Individual  Property,  other  than those  constituting  part of an
Applicable  Project  as shown on the  Applicable  Plans  and  Specifications  or
modifications   thereto  consented  to  by  the  Landlord  and  the  Agent  (the
"Alterations"),  without first obtaining the written consent of the Landlord and
the Agent in each  instance,  which  consent  (A) may be  withheld by either the
Landlord or the Agent, each in its sole discretion,  if the proposed Alterations
(i)  adversely  affect the  structural  components of the  Improvements  on such
Individual Property,  or (ii) reduce the value or utility of the Improvements on
such Individual Property,  and (B) in all other cases, shall not be unreasonably
withheld  or  delayed,  but may be given on such  reasonable  conditions  as the
Landlord  and the Agent may  elect,  including  but not  limited  to  receipt of
evidence satisfactory to the Landlord and the Agent that the Tenant has adequate
funds to complete such Alterations.  Notwithstanding the foregoing,  neither the
Agent's nor the  Landlord's  consent  shall be required  for any  non-structural
Alterations  with respect to any Individual  Property unless and until the costs
of  Alterations  at or with respect to such  Individual  Property for any single
Alteration or series of related  Alterations shall exceed $100,000.  Any and all
Alterations  to any  Individual  Property  shall without  further act become the
property of the  Landlord  and subject to the Lien of the  Applicable  Mortgage,
except for trade fixtures,  movable  equipment or furniture owned by the Tenant.
Upon the expiration or termination of this Lease,  the Landlord or the Agent may
require  the  Tenant to remove any and all  Alterations  for which  consent  was
required  hereunder and which were made without having  obtained such consent of
<PAGE>
the  Landlord  and the  Agent  as  well as all  fixtures,  equipment  and  other
improvements   installed  on  such  Individual  Property  other  than  fixtures,
equipment or other improvements  constituting a part of the Applicable  Project.
In the event the Landlord or the Agent so elects, and the Tenant fails to remove
such  property,  the  Landlord or the Agent may remove the same at the  Tenant's
cost, and the Tenant shall pay the Landlord or the Agent, as the case may be, on
demand  all  costs  incurred  in  connection  therewith.  The  Tenant  shall  be
responsible  for the cost of repairing  all damage to such  Individual  Property
resulting from the removal of such property, except to the extent arising out of
the gross  negligence or willful  misconduct  of the Landlord or the Agent.  The
Tenant's obligations pursuant to this Section 11.1 shall constitute Supplemental
Rent and shall survive the  expiration or sooner  termination  of this Lease and
the Reimbursement Agreement.

         Section  11.2.  Construction  of  Alterations.   With  respect  to  any
Alterations  for which the  consent of the  Landlord  and the Agent is  required
hereunder, the Tenant shall submit to the Landlord and the Agent, at the time of
its  request  for  the  Landlord's  and  the  Agent's  consent  to any  proposed
Alteration,   plans  and  specifications   (including   layout,   architectural,
mechanical and structural drawings) for such proposed  Alteration.  All permits,
approvals and  certificates  required by all Governmental  Authorities  shall be
timely  obtained  by the Tenant at the  Tenant's  expense and  submitted  to the
Landlord and the Agent (the Landlord  shall not  unreasonably  refuse to join in
any application  therefor provided that such joinder shall be without expense to
the Landlord and further  provided  that the  Landlord's  joinder is required by
such  Governmental  Authority).  Notwithstanding  the Landlord's and the Agent's
approval of plans and specifications  for any Alteration,  all Alterations shall
be  designed by the Tenant and shall be made to be in full  compliance  with all
applicable Legal Requirements; all construction shall be of good and workmanlike
quality in conformance with the plans and specifications therefor; all materials
and equipment to be incorporated into an Individual  Property as a result of all
Alterations shall be of first class quality;  and no such materials or equipment
shall be subject to any Lien,  chattel  mortgage or title  retention or security
agreement. All Alterations shall be performed by the Tenant at the Tenant's sole
expense.  Upon  completion  of any  Alterations,  the Tenant  shall  provide the
Landlord and the Agent with as-built plans depicting said Alterations.

                      ARTICLE 12. ASSIGNMENT AND SUBLETTING

         Section 12.1. Restrictions on Assignment and Subletting.

                  (a) The Tenant  expressly  covenants  and agrees that it shall
not grant or suffer to permit or exist by  operation  or law or otherwise a Lien
with  respect  to the  Tenant's  interest  in this  Lease.  Further,  the Tenant
expressly  covenants  that it will not by operation  of law or otherwise  assign
this  Lease,  in whole or in part,  nor  sublet or suffer or permit  the  Leased
Property or any part  thereof to be used by others,  without  the prior  written
consent of the Landlord  and the Agent in each  instance,  which  consent may be
granted or withheld in the sole and absolute  discretion of the Landlord and the
Agent;  provided,  however,  that the Tenant  shall have the right,  without the
Agent's or the  Landlord's  consent,  to assign or sublet all or any  portion of
this Lease or the Leased  Property to any  Subsidiary  of the  Tenant;  provided
further, however, that no such assignment or subletting shall release the Tenant
from any of its obligations  under this Lease. Any attempt by the Tenant without
the Landlord's and the Agent's prior written  consent to assign this Lease or to
sublet the Leased  Property  or a portion  thereof  shall be null and void.  The
Tenant  shall not assign  this Lease or sublet all or any  portion of the Leased
Property to any party with  diplomatic  immunity or  otherwise  not  amenable to
service of process in any Applicable State.
<PAGE>
                  (b) If the  Tenant's  interest in this Lease is assigned or if
the Leased  Property or any part  thereof is sublet to, or occupied  by, or used
by,  anyone  other than the Tenant,  whether or not in violation of this Article
12, the Landlord  may,  after  default by the Tenant,  accept from any assignee,
sublessee  or anyone who claims a right to the interest of the Tenant under this
Lease,  or who  occupies  any part(s) or the whole of the Leased  Property,  the
payment of Basic Rent and  Supplemental  Rent or any portion  thereof and/or the
performance of any of the other  obligations of the Tenant under this Lease, but
such acceptance shall not be deemed to be a waiver by the Landlord of the breach
by the Tenant of the  provisions  of this Article 12, nor a  recognition  by the
Landlord that any such assignee,  sublessee,  claimant or occupant has succeeded
to the rights of the Tenant  hereunder,  nor a release  by the  Landlord  of the
Tenant from further  performance  by the Tenant of the covenants on the Tenant's
part to be performed under this Lease; provided, however, that the net amount of
Basic Rent and  Supplemental  Rent collected from any such assignee,  sublessee,
claimant  or  occupant  shall be applied by the  Landlord  to the Basic Rent and
Supplemental Rent to be paid hereunder.

                  (c)  The  Tenant  agrees  to pay as  Supplemental  Rent to the
Landlord or the Agent all fees, costs and expenses,  including,  but not limited
to reasonable attorneys' fees and disbursements, incurred by the Landlord or the
Agent in connection with any proposed  assignment of this Lease and any proposed
sublease of the Leased Property or any part thereof.

                  (d) In the event that EastWynn shall become the Borrower under
the  Credit   Agreement  at  any  time,  the  Tenant  shall  cause  EastWynn  to
simultaneously  unconditionally  guarantee  the payment and  performance  by the
Tenant of its  obligations  under this Lease,  such  guarantee to be in form and
substance reasonably satisfactory to the Agent.

         Section 12.2. Procedure; Requirements.

                  (a) If the Tenant  requests  the  Landlord's  and the  Agent's
consent to an assignment of this Lease or a subletting of all or any part of the
Leased  Property  (for any  assignment  or  subletting  which  is not  otherwise
permitted hereby),  the Tenant shall submit to each of them: (i) the name of the
proposed  assignee or  subtenant;  (ii) the terms of the proposed  assignment or
subletting;  (iii) the nature of the proposed  assignee or subtenant's  business
and its proposed use of the Leased  Property;  (iv) such  information  as to the
financial  responsibility  and general  reputation  of the proposed  assignee or
subtenant as the Landlord or the Agent may reasonably require;  (v) a summary of
plans and  specifications,  if any,  for revising the floor layout of the Leased
Property; and (vi) such other information deemed relevant by the Landlord or the
Agent in its sole discretion.

                  (b) Upon the  receipt of all  requested  information  from the
Tenant,  each of the Landlord and the Agent shall within  thirty (30) days after
such  receipt,  advise the Tenant  whether it  approves or  disapproves  of such
request to assign or  sublease.  If the  Landlord  or the Agent shall fail to so
advise the Tenant prior to the expiration of the thirty (30) day period provided
for in this  Section  12.2(b),  the  Landlord or the Agent,  as the case may be,
shall be deemed to have approved the proposed assignment or subletting.
<PAGE>
                  (c) If the consent to an assignment pursuant to a request from
the Tenant  required  hereunder  and under the  Transaction  Documents  has been
obtained,  the Tenant  shall cause to be executed by its  assignee an  agreement
that such assignee  shall perform  faithfully  and assume and be bound by all of
the terms,  covenants,  conditions,  provisions and agreements of this Lease and
that this Lease shall not be subject to further  assignment or subletting except
upon compliance with the provisions of this Article 12. If consent to a sublease
shall  have  been  obtained  pursuant  to  the  requirements  hereof  and of the
Transaction  Documents,  the sublease shall expressly provide that it is subject
to all of the terms and  conditions  of this Lease and the  Security  Documents,
that the subtenant  shall not violate any of such terms or conditions and at the
option of the  Landlord,  in the event of the  termination  of this  Lease,  the
subtenant  will attorn to the  Landlord.  The  subtenant  shall also  execute an
agreement acknowledging that the portion of the Leased Property sublet shall not
be subject to further  subletting without compliance with the provisions of this
Article  12.  An  executed  counterpart  of  each  sublease  or  assignment  and
assumption of performance by the assignee, in form and substance approved by the
Landlord,  shall be  delivered  to the  Landlord and the Agent at least five (5)
days prior to the effective  date set forth in such  assignment or sublease.  No
such  assignment or sublease shall be binding on the Landlord until the Landlord
has received such counterpart as required herein.

                  (d) If  consent  to an  assignment  of  this  Lease  or to any
sublease shall have been obtained,  the Tenant shall in  consideration  therefor
pay to the Trustee,  for the account of the Landlord,  as Supplemental Rent, the
following amounts, less the actual expenses incurred by the Tenant in connection
with such assignment or subletting  including  reasonable legal fees,  brokerage
commissions  to  persons  not  affiliated  with the  Tenant  and costs of making
alterations, as the case may be:

                           (i) in the case of an assignment,  an amount equal to
all sums and other  considerations  paid to the Tenant by the assignee for or by
reason of such assignment; and

                           (ii) in the case of a sublease, all rents, additional
charges or other  consideration  payable under the sublease to the Tenant by the
subtenant which are in excess of the Basic Rent and  Supplemental  Rent accruing
during the term of the sublease in respect of the  subleased  space (at the rate
per square foot payable by the Tenant hereunder) pursuant to the terms hereof.

All sums described in clauses (i) and (ii) of this Section 12.2(d) shall be paid
to the  Trustee as  Supplemental  Rent if, as and when paid by the  assignee  or
subtenant to the Tenant and applied equally on the earliest  permissible date to
the redemption of the Bonds.

         Section  12.3.  No  Release  from  Liability.  In no  event  shall  any
assignment or subletting  release or relieve the Tenant from its  obligations to
fully  observe or perform all of the terms,  covenants  and  conditions  of this
Lease  (including  the  obligation  to pay Rent) on its part to be  observed  or
performed  and the fact  that the  Landlord  and the Agent  may  consent  to any
assignment  or  subletting  or be  deemed  to have  so  consented  shall  not be
construed  as  constituting  such a release  of the  Tenant.  No  assignment  or
sublease  made as permitted by this Article 12 shall affect or reduce any of the
obligations (including the obligation to pay Rent) of the Tenant hereunder,  and
all such obligations shall continue as obligations  (including the obligation to
pay Rent) of the Tenant in full force and effect as  obligations  of a principal
and not as obligations of a guarantor or surety, to the same extent as though no
<PAGE>
assignment or subletting  had been made;  provided that  performance by any such
assignee or sublessee of any of the  obligations  of the Tenant under this Lease
shall be deemed to be performance by the Tenant.  No sublease or assignment made
as permitted by this  Article 12 shall  impose any  obligations  on the Landlord
other than those set forth herein or  otherwise  affect any of the rights of the
Landlord under this Lease.

         Section  12.4.  No Waiver.  The consent by the Landlord or the Agent to
any one  assignment  or  subletting  shall not be deemed to be a consent  to any
further or future assignment or subletting.

                             ARTICLE 13. SURRENDER

         Section  13.1.  Surrender of Premises.  Upon the  Expiration  Date,  or
sooner  termination of this Lease,  the Tenant shall  peaceably and quietly quit
and surrender to the Landlord the Leased Property,  broom clean. Each Individual
Property  comprising the Leased Property shall be in as good condition as on the
Applicable  Completion Date,  except for normal wear and tear, free and clear of
tenants and occupants and with all of the Tenant's  Equipment and other personal
property  removed and, to the extent required by the Landlord in accordance with
the terms of Article 11 of this Lease, with Alterations restored and deliver all
drawings,  schedules and similar papers relating to the Applicable  Project then
in the  possession of the Tenant or any Affiliate of the Tenant and necessary or
useful for the continued  operation and maintenance of the Leased Property,  and
the Tenant shall pay the  Deferred  Maintenance  Obligation  pursuant to Section
3.4(b)(iii).  Upon such  surrender,  the Leased  Property shall be in compliance
with all Legal Requirements,  including,  without limitation,  all Environmental
Requirements.  The Tenant's obligation to observe or perform this covenant shall
survive the Expiration Date or sooner termination of this Lease. Nothing in this
Article  13 shall  limit,  negate or  otherwise  affect  the  Tenant's  right to
purchase the Leased Property in accordance with the terms of Article 15.

                            ARTICLE 14. HOLDING OVER

         Section 14.1.  Holding Over. If the Tenant holds over possession of the
Leased  Property  or any part  thereof  beyond  the  Expiration  Date or  sooner
termination  of this Lease,  such holding over shall not be deemed to extend the
Term or renew this Lease but such  holding over shall  continue  upon the terms,
covenants  and  conditions  of this  Lease as a tenant at will  except  that the
Tenant agrees that the charge for use and occupancy of the applicable portion of
the Leased  Property for each calendar month or portion  thereof that the Tenant
holds over shall be a  liquidated  amount equal to  one-twelfth  (1/12th) of 1.5
times the Basic Rent and Supplemental Rent required to be paid by the Tenant for
such portion of the Leased  Property  during the  calendar  year  preceding  the
Expiration  Date or sooner  termination of this Lease  multiplied by a fraction,
the  numerator  of which shall be the number of days of such month  during which
the Tenant was in  possession  of such  portion of the Leased  Property  and the
denominator  of which  shall be the  total  number  of days of such  month.  The
parties  recognize and agree that the damage to the Landlord  resulting from any
failure by the Tenant to timely surrender possession of the Leased Property will
be extremely  substantial,  will exceed the amount of the monthly Basic Rent and
Supplemental  Rent  payable  hereunder  and  will be  impossible  to  accurately
measure.  If the Leased Property is not surrendered  upon the Expiration Date or
sooner  termination of this Lease,  in addition to the use and occupancy  charge
set forth  above,  the Tenant  shall  indemnify  and hold  harmless the Landlord
<PAGE>
against  any and all  losses and  liabilities  resulting  therefrom,  including,
without  limitation,  any claims made by any succeeding tenant founded upon such
delay.  Nothing  contained  in this Lease shall be construed as a consent by the
Landlord to the  occupancy or  possession  by the Tenant of the Leased  Property
beyond  the  Expiration  Date  or  sooner  termination  of this  Lease,  and the
Landlord,  upon said Expiration Date or sooner  termination of this Lease, or at
any time thereafter (and  notwithstanding  that the Landlord may accept from the
Tenant one or more payments called for by this Section 14.1),  shall be entitled
to the  benefit  of all  legal  remedies  that  now  may be in  force  or may be
hereafter enacted relating to the immediate repossession of the Leased Property.
The  provisions  of this Article  shall  survive the  Expiration  Date or sooner
termination  of this Lease.  Nothing in this Article 14 shall  limit,  negate or
otherwise  affect  the  Tenant's  right  to  purchase  the  Leased  Property  in
accordance with the terms of Article 15.

                           ARTICLE 15. PURCHASE OPTION

         Section 15.1.  Purchase Option.  The Tenant is hereby granted an option
to purchase on the Expiration Date all, but not less than all, of the Individual
Properties  comprising  the  Leased  Property,  upon  the  following  terms  and
conditions:

                  (a) The option may be exercised not earlier than three hundred
sixty  (360) days nor later  than two  hundred  seventy  (270) days prior to the
Expiration  Date of the  Initial  Term by  notice,  as  defined  herein,  to the
Landlord  and the  Agent.  Time  shall be of the  essence  with  respect  to the
exercise of this purchase option.  The option shall apply only to the Expiration
Date of the Initial Term, and not to the Expiration Date of any Renewal Term.

                  (b) The purchase  price for the Leased  Property in accordance
with this option, shall be determined as set forth in Section 15.2 below.

                  (c) This purchase option may not be severed from this Lease or
separately sold, assigned or otherwise transferred. Any such sale, assignment or
transfer or attempted sale,  assignment or transfer in violation of the previous
sentence shall be null and void, ab initio.

                  (d) The Tenant's  exercise of this purchase  option shall have
no effect on any  obligations  of the Tenant  hereunder nor grant the Tenant any
equitable  interest in the Leased  Property  until the  closing of the  purchase
pursuant to Section 21.2.

                  (e) The  Landlord  shall be  entitled  to pay and  satisfy any
existing  liens and  encumbrances  out of the  proceeds of sale  received by the
Landlord at closing of title.

                  (f) The  Leased  Property  shall  be  conveyed  "as is" in its
condition as of closing of title.  In  addition,  there shall be no abatement or
diminution  of said  purchase  price by reason of any  fire,  casualty  or other
damage  affecting the Leased  Property or any part thereof after the exercise of
this  purchase  option and prior to closing of title.  The  Landlord  shall,  on
closing of title,  credit the Tenant with any  insurance  proceeds  received and
retained by the Landlord under insurance  policies covering such damage (and not
attributable to the Tenant's lease  obligations) and assign to the Tenant all of
the Landlord's rights under any insurance policies covering damage to the Leased
Property.
<PAGE>
         Section 15.2. Purchase Price; Calculation.

                  (a) The purchase price for the Leased Property if the purchase
option is  exercised  by the Tenant as provided  herein shall be the Fair Market
Value *[material omitted]

         Section 15.3.  Procedure.  The procedure  governing the purchase of the
Leased  Property by the Tenant  pursuant to this purchase option is set forth in
Article 21 hereof.

         Section 15.4. Subperforming Theater Purchase Option.

                  (a) The Tenant shall have the right, subject to the provisions
of  this  Section   15.4,  to  purchase  from  the  Landlord  at  any  time  any
Subperforming  Theater Property.  Such right may be exercised by the Tenant upon
at least 90 days'  prior  written  notice to the  Landlord  and the Agent.  Such
notice shall be accompanied by a certificate of the chief  financial  officer of
the  Tenant,  certified  to the  Landlord  and  the  Agent,  stating  that  such
Subperforming  Theater Property meets the definition of  "Subperforming  Theater
Property" as set forth herein, together with such financial statements and other
documentation   supporting  or  substantiating   same  as  shall  be  reasonably
acceptable to the Landlord and the Agent.

                  (b)  The  purchase   price  payable  by  the  Tenant  for  any
Subperforming  Theater  Property  shall be the  greater  of (i) the  unamortized
Allocable Costs attributed to such  Subperforming  Theater Property and (ii) the
fair market value of such Subperforming  Theater Property as of the date of such
purchase,  as such fair market value shall be determined by an appraisal  (dated
not earlier than 120 days prior to such purchase date) prepared and certified by
an  independent  MAI  appraiser  acceptable  to the  Landlord  and the Agent and
submitted to the Landlord and the Agent together with the notice  referred to in
Section 15.4(a) above.

                  (c) In no event  shall the Tenant  have the right to  exercise
the purchase  option in this Section 15.4 unless no Event of Default  shall have
occurred and be continuing either at the time of the notice set forth in Section
15.4(a) or at the time of the closing of such purchase.

                  (d)  The  provisions  of  Sections  15.1(c),   (d)  (provided,
however, that it is understood and agreed that the exercise by the Tenant of its
purchase  option  pursuant to this Section 15.4 may result in a reduction of the
amount of Rent payable by the Tenant  hereunder),  (e) and (f) above shall apply
with respect to the option granted by this Section 15.4.

         Section 15.5. Purchase Upon Casualty Loss.

                  (a) Upon the  occurrence of any of the following  events,  the
Tenant shall have the option, subject to the provisions of this Section 15.5, to
purchase the  affected  Individual  Property at a price equal to the  Stipulated
Loss Value:

                           (i)  the  Improvements  on or  with  respect  to  any
Individual  Property shall have been damaged or destroyed to such an extent that
(A) they cannot  reasonably  be expected by the Tenant to be restored,  within a
period of six months, to the condition thereof immediately preceding such damage
or destruction  or (B) their normal use and operation is reasonably  expected by
the Tenant to be prevented for a period of six months or more; or

--------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
                           (ii)  Title to,  or the  temporary  use of,  all or a
significant  part of any  Individual  Property  shall have been taken  under the
exercise of the power of eminent domain (A) to such extent that such  Individual
Property  cannot  reasonably  be expected by the Tenant to be restored  within a
period of six months to a condition of  usefulness  comparable  to that existing
prior to the taking or (B) as a result of the taking,  normal use and  operation
of such Individual Property is reasonably expected by the Tenant to be prevented
for a period of six consecutive months or more.

                  (b) To exercise such purchase option, the Tenant shall, within
90 days  following  the event  giving rise to the  exercise of the option,  give
notice to the Landlord,  the Agent and the Trustee  specifying the date on which
the Tenant will  deliver or cause to be  delivered  the  Stipulated  Loss Value,
which date shall be not more than 90 days from the date such notice is mailed.

                  (c) The proceeds of any purchase by the Tenant hereunder shall
be applied by the Landlord, as provided in Section 19.3(c).

         Section 15.6.  Conveyance of Title.  Upon the payment of the Stipulated
Loss Value,  the Landlord shall convey title to such Individual  Property to the
Tenant in accordance with the provisions of Article 21.

         Section 15.7.  Special Right of  Termination  and Purchase.  *[material
omitted]

       ARTICLE 16. PREMISES SUBJECT TO SECURITY DOCUMENTS QUIET ENJOYMENT

         Section 16.1. Quiet Enjoyment.  The Leased Property shall be subject to
the  Liens  of the  Applicable  Mortgages.  This  Lease  shall  be  subject  and
subordinate to the Liens of the Indenture and the  Applicable  Mortgages and the
Applicable  Assignments  of Rents,  but  neither  the  Landlord  nor any  Person
deriving or claiming rights through, under or from Landlord shall, so long as no
Event of Default shall have occurred and be continuing  and subject to the terms
of this Section 16.1, take any action contrary to the Tenant's rights under this
Lease to the use, quiet enjoyment and possession of the Leased Property. So long
as no Event of Default shall have occurred and be continuing, if the Tenant pays
the Rent it is  obligated  hereunder  to pay,  and  observes  all  other  terms,
covenants and conditions  thereof,  it may peaceably and quietly have,  hold and
enjoy the Leased Property during the Term, subject, however, to all the terms of
this Lease.  No failure by the  Landlord to comply with the  foregoing  covenant
shall give the Tenant any right to cancel or  terminate  this Lease or to abate,
reduce or make any  deduction  from or offset  against any Rent or any other sum
payable  under this Lease,  or to fail to perform any other  obligations  of the
Tenant  hereunder;  provided,  however,  that the Tenant  shall retain all other
remedies  available  under  this  Lease or by law by  reason of a breach of such
covenant;  provided further,  however, that the rights of the Tenant hereinabove
in this Section 16.1 described  shall be subject and subordinate in all respects
to the rights  and  remedies  of the Agent in the  Security  Documents  upon the
occurrence  of an event of  default  under  the  Reimbursement  Agreement.  Each
Individual Property comprising the Leased Property is demised and let subject to
(a) the existing  state of the title thereto as of the  Individual  Commencement
Date,  (b) any state of facts  which an accurate  survey or physical  inspection
thereof  might  show,  (c)  all  zoning  regulations,  restrictions,  rules  and
-----------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
ordinances,  building  restrictions and other laws and regulations now in effect
or hereafter  adopted by any  Governmental  Authority,  (d) the condition of any
buildings,  structures  and  other  improvements  located  thereon,  as  of  the
Individual Commencement Date, without representation or warranty by the Landlord
and (e) the Lien of the Security  Documents,  subject only to the first sentence
of this Section 16.1.  By its  execution and delivery of each Lease  Supplement,
the Tenant shall be deemed to have  examined  the title to and the  condition of
the  Supplemental  Property which is the subject of such Lease Supplement and to
have accepted same as satisfactory to it.

                     ARTICLE 17. EVENTS OF DEFAULT, REMEDIES

         Section 17.1.  Events of Default.  An Event of Default  hereunder means
the occurrence of any one or more of the following events:

                  (a) The Tenant fails to:

                           (i) make any Basic Rent Payment when due; or

                           (ii) [Intentionally Omitted]; or

                           (iii) make any Supplemental  Rent Payment (other than
any payment pursuant to Section 4.3) when due and in accordance with the Payment
Direction  Agreement and such failure continues for five (5) Business Days after
the date such payment is due; or

                           (iv) [Intentionally Omitted]; or

                           (v) subject to the  provisions of Section 17.9 below,
renew the  Letters  of  Credit,  or provide  Alternate  Letters  of  Credit,  in
accordance with the terms of this Lease; or

                  (b) Breach by the Tenant of any of the covenants  contained in
Sections 2.1(a)(iii), 2.1(s)(x), 2.1(t), 2.1(u), 2.1(v), 2.1(w), 2.1(x), 2.1(z),
4.3 or the first sentence of Section 22.1(a); or

                  (c) Any Obligation of the Tenant other than those described in
Sections  17.1(a) and (b) is not performed and  discharged as and when required,
and the failure,  refusal or neglect to perform and  discharge  such  Obligation
continues  for a period of thirty  (30) days  after the  Tenant  has been  given
notice  thereof or such shorter period and without notice if so specified in any
other provision of this Lease; or

                  (d) Any  representation or warranty made by the Tenant herein,
in any Transaction Document to which it is a party or any certificate, statement
or other instrument delivered by the Tenant hereunder or thereunder, shall prove
to be false or misleading in any material respect when made; or

                  (e) The  Tenant  becomes  insolvent  or  fails,  or  admits in
writing its inability,  to pay its debts as they mature or applies for, consents
to, or acquiesces in the appointment of a trustee, receiver or custodian for the
Tenant  or a  substantial  part  of its  property;  or in the  absence  of  such
application,  consent or  acquiescence,  a trustee,  receiver  or  custodian  is
appointed  for the  Tenant  or a  substantial  part of its  property  and is not
discharged  within  sixty (60) days;  or any  bankruptcy,  reorganization,  debt
<PAGE>
arrangement, moratorium or any case or proceeding under bankruptcy or insolvency
law, or any  dissolution  or  liquidation  proceeding,  is  instituted by or, if
permitted by law, against the Tenant and, if instituted  against the Tenant,  is
consented to or  acquiesced  in by the Tenant or is not  dismissed  within sixty
(60) days,  or if an "order for  relief" is entered at any time in any such case
under the Bankruptcy Code; or

                  (f) The  entering of an order or decree  appointing a receiver
for the Leased Property or for any part thereof or for the revenues thereof with
the  consent  or  acquiescence  of the Tenant or the  entering  of such order or
decree  without  the  acquiescence  or  consent  of the Tenant and such order or
decree shall not be vacated,  discharged  or stayed within sixty (60) days after
the date of such entry; or

                  (g)  An  Event  of  Default   shall  occur  under  the  Credit
Agreement; or

                  (h) [INTENTIONALLY OMITTED]; or

                  (i) Any performance bonds required to be delivered under any
Applicable  Construction Agreement shall not have been so delivered when due and
such failure shall have continued for thirty (30) days.

                  (j) The Tenant or any Restricted Subsidiary shall fail to make
any payment in respect of Debt or Off-Balance Sheet Lease in an aggregate amount
in excess of  $3,000,000  outstanding  when due or within any  applicable  grace
period; or

                  (k) Any event or  condition  shall occur which  results in the
acceleration  of the  maturity  of Debt or any  Off-Balance  Sheet  Lease  in an
aggregate  amount in  excess  of  $3,000,000  outstanding  of the  Tenant or any
Restricted  Subsidiary or the  mandatory  prepayment or purchase of such Debt or
any  Off-Balance  Sheet Lease by the Tenant (or its designee) or such Restricted
Subsidiary (or its designee) prior to the scheduled maturity thereof, or enables
the holders of such Debt or any Off-Balance  Sheet Lease or any Person acting on
such holders' behalf to accelerate the maturity thereof or require the mandatory
prepayment or purchase thereof prior to the scheduled maturity thereof,  without
regard to whether such holders or other Person shall have exercised  their right
to do so; or

                  (l) One or more  judgments  or orders for the payment of money
in an  aggregate  amount in excess of  $500,000  shall be  rendered  against the
Tenant or any  Restricted  Subsidiary  and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days; or

                  (m) A federal tax lien shall be filed against the Tenant under
Section 6323 of the Code or a lien of the PBGC shall be filed against the Tenant
or any Restricted Subsidiary under Section 4068 of ERISA and in either case such
lien shall remain undischarged for a period of 25 days after the date of filing;
or

                  (n) There occurs a Change of Control.

Upon the  occurrence of an Event of Default  hereunder,  all  obligations of the
Tenant under this Lease shall remain in full force and effect.

         Section 17.2. Tenant Obligations on Default.  Upon the occurrence of an
Event of  Default  as  described  in  Section  17.1  hereof,  the  Tenant  shall
immediately:
<PAGE>
                  (a)  prepay  all Rent due and to become  due  hereunder  in an
amount equal to one hundred ten (110%) percent of the Unamortized  Total Project
Cost; or

                  (b) cause one or more Persons to purchase,  on terms which are
satisfactory to the Landlord in all respects, all, but not less than all, of the
Individual  Properties  comprising the Leased Property for an aggregate purchase
price of not less than one hundred ten (110%) percent of the  Unamortized  Total
Project Cost.

         Section 17.3.  Landlord  Remedies.  Upon the  occurrence of an Event of
Default as described in Section 17.1 hereof,  the Landlord shall have the right,
without  any further  demand or notice,  to take one or any  combination  of the
remedial steps below:

                           (i) With or without terminating this Lease,  re-enter
and take  possession of the Leased  Property or any part thereof and exclude the
Tenant from using it;  provided that the Tenant shall continue to be responsible
for the Rent Payments due during the remainder of the Term; or

                           (ii) With or without terminating this Lease, re-enter
and take possession of the Leased Property or any part thereof and sell or lease
its interest in the Leased Property or any part thereof; or

                           (iii) With or without  terminating  this  Lease,  (A)
transmit  written notice to the Trustee of the occurrence and  continuance of an
Event of Default  under  this  Lease and (B)  declare  all Rent  Payments  to be
immediately due and payable by the Tenant, whereupon such amounts shall, subject
to Section 17.2 above, be immediately due and payable; or

                           (iv) Take  whatever  action  at law or in equity  may
appear  necessary  or  desirable  to  collect  the  Rent  Payments  then due and
thereafter  to  become  due with  respect  to the  Leased  Property  or  enforce
performance  and  observance  of any  obligation,  agreement  or covenant of the
Tenant under this Lease; or

                           (v) Perform the  Obligations of the Tenant which gave
rise to the  existence of the Event of Default,  in which event the Tenant shall
be obligated to reimburse to the Landlord or the Agent all expenses  incurred by
the  Landlord or the Agent as the result of the  performance  by the Landlord or
the Agent of the Obligations of the Tenant together with interest thereon at the
rate  then in  effect  for the  applicable  Series  of  Bonds  from  the date of
expenditure; or

                           (vi)   Exercise  the  rights,   powers  and  remedies
described in Section 32.15(b)(v).

         Section 17.4. Election of Remedies;  No Waiver of Elected Remedies.  No
failure on the part of either Party to exercise,  and no delay in exercising any
right or remedy so provided for herein,  shall operate as a waiver thereof,  nor
shall any single or partial  exercise by either  Party of any right or remedy so
provided  hereunder preclude any other or further exercise of any other right or
remedy provided hereunder.
<PAGE>
         Section 17.5. No Additional  Waiver Implied by One Waiver. In the event
any  agreement  contained  in this Lease  should be breached by either Party and
thereafter  waived by the other  Party,  such  waiver  shall be  limited  to the
particular  breach so waived  and shall not be deemed to waive any other  breach
hereunder,  and shall not be  construed to be an implied term hereof or a course
of dealing between the parties hereto.

         Section  17.6.  Agreement to Pay  Attorneys'  Fees and  Expenses.  If a
Default shall exist under any of the  provisions  hereof and the Landlord or the
Agent should  employ  attorneys or incur other  expenses for the  collection  of
moneys or the  enforcement  or  performance  or observance of any  obligation or
agreement on the part of the Tenant herein contained,  the Tenant agrees that it
will on demand  therefor pay to the Landlord or the Agent the  reasonable fee of
such attorneys and such other expenses so incurred by the Landlord or the Agent.

         Section 17.7.  Late  Charges.  Whenever any payment of Rent is not made
when due,  the Tenant  promises to pay the  Landlord,  in addition to the amount
due,  interest  thereon at the rate then in effect for the applicable  Series of
Bonds;  provided,  however, that this Section 17.7 shall not be applicable if or
to the extent that the  application  thereof  would  affect the validity of this
Lease.

         Section 17.8. Delay; Notice. No delay or omission to exercise any right
or power accruing upon any default shall impair any such right or power or shall
be  construed  to be a  waiver  thereof,  but any such  right  or  power  may be
exercised from time to time and as often as may be deemed expedient, and any one
exercise  thereof  shall not be deemed an  exclusive  exercise.  To entitle  the
Landlord to exercise  any remedy  reserved to it in this Lease,  it shall not be
necessary to give any notice other than as may be specifically  required in this
Lease.

         Section 17.9.  Conversion  to Fixed Rate.  Pursuant to the terms of the
Indenture,  the Bonds are subject to  conversion  to a fixed rate of interest in
the event that the Tenant  achieves an  investment  grade rating from the Rating
Agencies, all as more particularly  described in the Indenture.  Notwithstanding
anything to the contrary  contained  herein,  the Tenant's  failure to renew the
Letters of Credit, or provide an Alternate Letters of Credit, in accordance with
the terms of this Lease shall not  constitute  an Event of Default  hereunder in
the event  that the  interest  rate on the Bonds is  converted  to a fixed  rate
pursuant to the  Indenture  prior to the  expiration of the Letters of Credit or
Alternate Letters of Credit, as the case may be.

                     ARTICLE 18. SUBORDINATION AND ESTOPPEL

         Section 18.1.  Subordination of Lease. This Lease and all rights of the
Tenant  hereunder  are  subject  and  subordinate  at  all  times  to all of the
Applicable Mortgages, whether existing on and as of the date hereof or hereafter
executed  and  delivered  by  the  Landlord  to the  Agent,  and  all  renewals,
modifications, consolidations, replacements and extensions thereof (collectively
and including the Security Documents, "Secured Interests").  Tenant acknowledges
that such  assignments  and security  interests  provide for the exercise by the
Agent of all rights,  other than Reserved Rights, of Landlord  hereunder to give
any consents,  approvals,  waivers,  notices or the like, to make any elections,
demands  or the  like or to  take  any  other  discretionary  action  hereunder,
including  the exercise of  remedies,  except as  specifically  set forth in the
Applicable Mortgages. To the extent, if any, that this Lease constitutes chattel
paper (as such term is defined in the  Uniform  Commercial  Code as in effect in
<PAGE>
any Applicable State), no security interest in this Lease may be created through
the  transfer  or  possession  of any  counterpart  of this Lease other than the
original  counterpart,  which shall be identified as the counterpart  containing
the receipt therefor executed by Agent on or immediately following the signature
page thereof.  This clause shall be self-operative  and no further instrument or
subordination   shall  be  required  by  the  Agent.  In  confirmation  of  such
subordination,  the Tenant shall execute promptly any reasonable instrument that
the Landlord may request.  The Tenant  further agrees at the option of the Agent
to attorn to the holder of any Secured  Interest  following the  foreclosure  of
such Secured Interest or the granting of a deed in lieu thereof.

         Section 18.2.     [Intentionally Omitted].

         Section 18.3.  Estoppel  Certificate.  The Tenant shall at any time and
from time to time within ten (10) days of receipt of written request therefor by
the Landlord or the Agent, execute,  acknowledge and deliver to the Landlord and
the  Agent an  estoppel  certificate,  in form  reasonably  satisfactory  to the
Landlord and the Agent, certifying (i) that this Lease is unmodified and in full
force and effect (or, if there have been modifications, that the same is in full
force and effect as modified and stating the  modifications),  (ii) the dates to
which Basic Rent and Supplemental Rent have been paid in advance,  if any, (iii)
whether any extension  options  granted to the Tenant pursuant to the provisions
of this Lease have been exercised,  (iv) whether or not to the best knowledge of
the signer,  the Landlord is in default in performance of any of its obligations
under this Lease,  and if so,  specifying  each such default of which the Tenant
may have  knowledge,  (v) whether the Tenant has  received  notice that it is in
default in performance of any of its  obligations  under this Lease,  and if so,
specifying  each  such  default  and  (vi) as to any  other  matters  reasonably
requested by the Landlord, it being intended that any such certificate delivered
pursuant to this Section 18.3 may be relied upon by a  prospective  purchaser of
the Landlord's interest or a mortgagee of the Landlord's interest or assignee of
any Applicable Mortgage of the Landlord's interest in the Leased Property or any
other party which the Landlord wishes to receive said estoppel certificate.

      ARTICLE 19. DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

         Section 19.1.     Damage and Destruction.

                  (a) If any of the  Improvements or any portion thereof located
on or at any  Individual  Property is  destroyed  or is damaged by fire or other
casualty,  the  Tenant  shall have the option  either  (i) to  promptly  repair,
restore, modify, improve or replace the Improvements,  in which event the Tenant
shall be  obligated  to continue to pay the Rent due  hereunder;  or (ii) if the
damage or destruction is of the extent described in Section 15.5, and the amount
of Net Proceeds is sufficient  to pay the  Allocable  Costs with respect to such
Individual Property, to exercise its option set forth in Section 15.5.

                  (b)  Any  Net  Proceeds  shall  be  paid  to the  Trustee  and
deposited in the Project Fund to be disbursed as set forth in the Indenture.  In
the event the Tenant elects to repair,  restore,  modify, improve or replace the
Improvements  pursuant to clause (a)(i) above, any Net Proceeds shall be applied
to pay the cost of such repair, restoration, modification or replacement. In the
event the Tenant elects to prepay the Rent and cause the optional  redemption of
the Bonds in accordance  with clause  (a)(ii)  above and Section  15.5,  any Net
Proceeds shall be credited against the Tenant's Rent prepayment  obligations and
applied to the redemption of the Bonds. To the extent that the amount of the Net
Proceeds  deposited  in the  Project  Fund  exceed  the  amount  required  to be
disbursed therefrom by the Trustee pursuant to this Section,  one hundred (100%)
<PAGE>
percent of such excess amount shall be paid by the Trustee from the Project Fund
to the  Agent to be held by the  Agent in the Net  Proceeds  Collateral  Reserve
Account  pursuant  to  Section  5.15 of the  Reimbursement  Agreement.  When all
Reimbursement   Obligations  payable  under  the  Reimbursement   Agreement  and
Reimbursement  Notes have been paid in full, the Letters of Credit are no longer
outstanding  and the  balance  of the  Preferred  Member's  Unrecovered  Capital
Account  has been  reduced to zero,  the Agent  shall  immediately  pay any such
amounts remaining in the Net Proceeds Collateral Reserve Account to the Landlord
to be held by the Landlord in the Reserve Fund for  disbursement  in  accordance
with Section 19.7 hereof.

         Section 19.2.     Net Proceeds.

                  (a) If the Net  Proceeds are  insufficient  to pay in full the
cost of any repair, restoration, modification, improvement or replacement of the
Improvements  and the  damage  or  destruction  is not of the  extent  or nature
described in Section 15.5,  the Landlord  shall make available to the Tenant any
amounts on deposit in the Reserve Fund and cause the Agent to make available any
amounts on deposit in the Net Proceeds  Collateral  Reserve Account in an amount
equal to the cost in excess of the Net Proceeds.  If the Net Proceeds,  together
with any amounts available from the Reserve Fund and/or the Net Proceeds Reserve
Account,  are  insufficient to pay in full the cost of any repair,  restoration,
modification,  improvement or replacement of the  Improvements and the damage or
destruction is not of the extent or nature described in Section 15.5, the Tenant
shall  complete  the work and pay any cost in  excess  of the  amount of the Net
Proceeds. If by reason of any such insufficiency of the Net Proceeds, the Tenant
shall make any payments  pursuant to the  provisions of this Section  19.2,  the
Tenant shall not be entitled to any reimbursement therefor from the Landlord nor
shall the Tenant be entitled to any  diminution  of the Rent  Payments  due with
respect to the Leased  Property  nor shall  Tenant  have any legal or  equitable
ownership  interest in the property  acquired  with moneys  provided  Tenant and
utilized in such repair, restoration, modification or replacement.

                  (b) In the event that the Tenant  exercises  its option to pay
Stipulated  Loss Value and cause the optional  redemption  of the Series A Bonds
pursuant to Section 15.5, one hundred  (100%)  percent of any surplus  proceeds,
after  payment  of the  Stipulated  Loss  Value and other  amounts  set forth in
Section 15.5, from any of the insurance  policies,  shall be paid by the Trustee
from the Project Fund to the Agent to be held by the Agent in the Agent  Reserve
Fund created pursuant to the Reimbursement Agreement. When no Series A Bonds are
Outstanding and all Reimbursement  Obligations  payable under Section 2.01(e)(i)
of the  Reimbursement  Agreement  have  been  paid  in  full,  the  Agent  shall
immediately pay any amounts  remaining in the Agent Reserve Fund (i) fifty (50%)
to the  Landlord  and (ii) fifty (50%) to be held by the Landlord in the Reserve
Fund.

         Section 19.3.     Total and Partial Taking.

                  (a) If at any time during the Term, the whole or substantially
all of any  Individual  Property shall be taken for or under threat of public or
quasi-public  purposes by any lawful  power or  authority by the exercise or the
threatened  exercise of the right of  condemnation  or eminent  domain,  or if a
portion of any  Individual  Property  shall be so taken so as to render,  in the
Tenant's  reasonable  opinion,  the continued operation of the remaining part or
parts  of such  Individual  Property  for the  purposes  for  which  it was used
immediately prior to such taking uneconomical, then the Tenant shall prepay Rent
pursuant to Section 15.5.
<PAGE>
                  (b) In the  event of such a taking  of only a  portion  of any
Individual Property which does not materially adversely affect the value of such
Individual  Property and which,  in the Tenant's  reasonable  opinion,  does not
render  uneconomical  the continued  operation of the remaining  portion of such
Individual Property for the purpose for which same was used immediately prior to
such  taking or for any other  purpose  desired by the  Tenant,  then this Lease
shall  terminate  on the  date of such  taking  only as to the  portion  of such
Individual  Property  so taken,  and shall  continue as to balance of the Leased
Property,  including without limitation the part of such Individual Property not
so taken;  Neither the Landlord nor the Tenant shall  instigate or encourage any
condemnation  or similar  proceeding  affecting the Leased  Property or any part
thereof.

                  (c) All awards  resulting from any taking as set forth in this
Section 19.3 shall be distributed in the following order of priority: (i) first,
to make any necessary  restorations  of the remaining  portion of the Individual
Property,  (ii)  second,  to the Trustee to be applied pro rata to the  interest
accrued on the  Outstanding  Series A Bonds and Series B Bonds and the Return on
Landlord's Equity Amount,  (iii) third, to the Trustee to be applied pro rata to
the redemption of the Outstanding Series B Bonds, (iv) fourth, to the Trustee to
be applied pro rata to the redemption of the Series A Bonds,  (v) fifth,  to the
repayment of the Landlord's  Equity Amount,  (vi) sixth, to the Agent in payment
of all amounts due under the  Reimbursement  Agreement;  and (vii) seventh,  one
hundred  (100%)  percent of such excess amount shall be paid by the Trustee from
the Project Fund to the Agent to be held by the Agent in the Agent  Reserve Fund
created pursuant to the Reimbursement  Agreement.  When no Bonds are Outstanding
and all Reimbursement  Obligations payable under the Reimbursement Agreement and
the Reimbursement  Notes have been paid in full, the Agent shall immediately pay
any amounts  remaining in the Agent Reserve Fund (A) fifty (50%) to the Landlord
and  (B)  fifty  (50%)  to be held  by the  Landlord  in the  Reserve  Fund  for
disbursement as set forth in Section 19.7.

                  (d) The  terms  and  provisions  of this  Section  19.3  shall
survive the termination of this Lease.

         Section  19.4.  Temporary  Taking.  If the whole or any  portion of any
Individual  Property  shall be taken for temporary  use or  occupancy,  the Term
shall not be reduced or affected and the Tenant  shall  continue to pay the Rent
in full.  Except to the extent the Tenant is prevented from so doing pursuant to
the terms of the order of the condemning authority, the Tenant shall continue to
perform  and  observe  all  of  the  other  covenants,  agreements,  terms,  and
provisions of this Lease. In the event of any temporary taking, the Tenant shall
be entitled to receive the entire amount of any award therefor unless the period
of temporary use or occupancy shall extend beyond the Expiration  Date, in which
case such award,  after payment to the Landlord therefrom for the estimated cost
of restoration of such Individual  Property to the extent that any such award is
intended  to  compensate  for  damage  to such  Individual  Property,  shall  be
apportioned between the Tenant and the Landlord as of the day of Expiration Date
in the same ratio that the part of the entire  period for such  compensation  is
made falling before the day of expiration  and that part falling after,  bear to
such entire period.

         Section 19.5.  Cooperation of Landlord.  The Landlord  shall  cooperate
fully with the  Tenant at the sole  expense of the Tenant in filing any proof of
loss with respect to any insurance  policy covering the casualties  described in
Section 19.1 and in the  prosecution  or defense of any  prospective  or pending
condemnation  proceeding  with  respect to any  Individual  Property or any part
<PAGE>
thereof.  In no event will the Landlord  voluntarily  settle,  or consent to the
settlement  of,  any  proceeding  arising  out of  any  insurance  claim  or any
prospective or pending  condemnation  proceeding  with respect to any Individual
Property or the  Improvements  or any part  thereof  without  the prior  written
consent of the Tenant (provided that no Event of Default shall have occurred and
be  continuing)  and, so long as any Bonds are  Outstanding,  the prior  written
consent of the Agent.

         Section 19.6. No Waiver. Nothing contained herein shall be construed as
a waiver by the Tenant of any claim which it may have against the  condemnor for
taking all or any part of any Individual Property, and the Tenant, to the extent
permitted by the laws of the  Applicable  State,  shall have the right to appear
and  file  its  claim  for  damages  in any such  condemnation  proceedings,  to
participate  in  any  and  all  hearings,  trials  and  appeals  thereon,  to be
represented  by counsel of its choice  therein,  and to receive the share of any
such awards so adjudicated to be due it.

         Section 19.7      Reserve Fund.

                  (a) Landlord  shall hold all amounts  required to be deposited
in the  Reserve  Fund in trust  and  shall  maintain  such  funds in a  separate
account,  segregated from the Landlord's other assets.  Prior to disbursement in
accordance  with the terms hereof,  amounts on deposit in the Reserve Fund shall
be invested in Qualified Investments.

                  (b) Amounts on deposit in the Reserve  Fund shall be disbursed
as follows:

                           (i) to the Tenant in  accordance  with  Section  19.2
hereof,  to the extent the Net Proceeds are insufficient to pay in full the cost
of any repair,  restoration,  modification,  improvement  or  replacement of the
Improvements;

                           (ii)  upon  the  termination  of the  Lease  and  the
surrender of the Leased  Property by the Tenant,  an amount not in excess of the
Deferred Maintenance Obligation shall be disbursed to the Landlord in payment of
the Deferred  Maintenance  Obligation under Section  3.4(b)(iii) hereof, and any
remaining amounts shall be disbursed to the Tenant;

                           (iii)  upon  the  exercise  by  Tenant  of its  first
extension option, all amounts on deposit shall be disbursed to the Trustee to be
applied pro rata to the redemption of the Outstanding Series B Bonds; and

                           (iv) upon the  purchase  by the  Tenant of any of the
Leased  Properties in accordance  with the terms hereof,  the amounts on deposit
shall be  disbursed to the  Landlord to be credited  against the purchase  price
payable therefor.

                         ARTICLE 20. PREPAYMENT OF RENT

         Section 20.1. No Optional  Prepayment.  Except as set forth in Sections
15.4 and 15.5,  the Tenant shall have no right to prepay Rent during the Term of
this Lease.
<PAGE>
         Section 20.2.  Mandatory  Prepayment.  Upon the occurrence of the event
described in Section 2.01(b) of the Reimbursement  Agreement, an amount equal to
the amount payable  pursuant to such Section  2.01(b),  if required  thereunder.
Upon any  prepayment  pursuant to this Section 20.2, the Landlord and the Tenant
agree to amend the Basic Rent  schedule  set forth in Exhibit H attached  hereto
and made a part hereof to appropriately reflect, on a pro rata basis, the effect
of such prepayment.

                       ARTICLE 21. PROCEDURE UPON PURCHASE

         Section  21.1.  State of  Title.  In the event of the  purchase  of the
Leased  Property by the Tenant  pursuant to the  purchase  option  contained  in
Article 15 of this  Lease,  the  Landlord  need not  transfer  and convey to the
Tenant or its  designee  (or, in the case of any  Individual  Property  which is
ground  leased by the  Landlord,  there  need not exist on the date such  ground
lease is assigned to the Tenant) any better  title to each  Individual  Property
than  existed  on the  date  the  Landlord  acquired  title  to such  Individual
Property,  or entered into a ground lease for such Individual Property,  and the
Tenant shall accept such title, subject, however, to all Permitted Encumbrances,
and to all applicable Legal  Requirements,  but free of the Lien of and security
interest created by any Secured  Interests and free of any Liens,  encumbrances,
charges, exceptions and restrictions which have been created by or resulted from
acts of the Landlord during the Term which were not consented to or requested by
the Tenant.

         Section  21.2.  Closing  Requirements.  Upon the  closing  date of such
purchase by the Tenant of the Leased  Property  pursuant to the purchase  option
contained in Article 15 of this Lease,  such date being the Expiration Date, the
Tenant  shall pay to the Trustee or, if no Bonds  shall be  Outstanding,  to the
Landlord,  or to any persons  designated  by the  Landlord  in a written  notice
delivered  by the  Landlord  to the Tenant not less than three (3) days prior to
the closing date, by certified  check,  bank check or in federal  funds,  as the
Trustee or the  Landlord  may  designate,  at the place  within the  continental
United States designated in such notice,  the purchase price therefor  specified
in Section 15.2 herein, and the following shall then occur:

                  (a) The Landlord  shall deliver to the Tenant such  documents,
including without limitation deeds,  assignments of leases and bills of sale, as
shall be necessary to convey and transfer the title to each Individual  Property
to the Tenant or, in the case of any Individual  Property which is ground leased
by the Landlord,  to assign the Landlord's  interest in such Individual Property
to the Tenant; provided, however, that in the case of the assignment of any such
ground  lease,  the Landlord  shall also  provide to the Tenant  evidence of the
ground lessor's consent to such assignment;

                  (b) The Tenant shall pay (or  reimburse  the Landlord for) all
costs,  fees and charges  incident to such  conveyance and transfer,  including,
without limitation,  reasonable counsel fees, escrow fees, recording fees, title
insurance premiums,  mortgage  prepayment  penalties and all applicable federal,
state and local taxes (other than federal income taxes and state and local taxes
imposed  upon or  measured  by net  income)  which may be incurred or imposed by
reason of such  conveyance  and transfer  and by reason of the  delivery  and/or
recording of such deed and such other instruments;

                  (c) The Tenant shall  transmit  written notice to the Landlord
directing  the  Landlord to cause the optional  redemption  of any and all Bonds
Outstanding;
<PAGE>
                  (d) Upon (i) receipt by the  Landlord of the notice  described
in Section  21.2(c) and (ii) the receipt by the Trustee of the purchase price of
the Leased Property, the Landlord shall promptly cause the Trustee to redeem any
and all Bonds  Outstanding  pursuant to the terms of the  Indenture and to apply
all or a portion of the purchase  price to the  redemption  of such  Outstanding
Bonds; and

                  (e) Upon (i) completion of the purchase of the Leased Property
pursuant to this  Article 21, (ii) the payment of the  purchase  price  therefor
specified herein,  and (iii) the optional  redemption of all Bonds  Outstanding,
but not prior to the  occurrence of (i),  (ii) and (iii) herein,  this Lease and
all obligations  hereunder  (including the obligations to pay the Basic Rent and
Supplemental  Rent) shall  terminate with respect to the Leased  Property except
with respect to actual or contingent  obligations  and liabilities of the Tenant
under this Lease which arose on or prior to such closing date.

                              ARTICLE 22. INSURANCE

         Section 22.1.     General Provisions.

                  (a) The Tenant shall,  at its sole cost and expense,  carry or
cause to be carried the  insurance  coverages  set forth in this Article on each
Individual Property.  Copies of certificates  evidencing such coverages shall be
delivered to the Landlord and the Agent.

                  (b) The  Tenant  expressly  understands  and  agrees  that any
insurance  protection  required by this Lease shall in no way limit the Tenant's
obligations  assumed under this Lease, and shall not be construed to relieve the
Tenant from  liability  with  respect to the  deductible  and/or self  retention
provisions  which may be contained  therein and which may be  applicable  to any
claim or loss for which  insurance is provided,  nor from any other liability in
excess of such  coverage,  nor shall it preclude  the Landlord or the Agent from
taking such other  actions as are  available to it under any  provisions of this
Lease or otherwise in law.

                  (c) All insurance provided for in this Lease shall be effected
under valid and enforceable policies, in such forms and, from time to time after
the Commencement  Date,  issued by financially  sound and responsible  insurance
companies  authorized  to do  business in the  Applicable  State which have been
approved  by  the  Landlord  and  the  Agent  (which   approvals  shall  not  be
unreasonably withheld provided such companies have a Best policyholder rating of
not less than A- and a Best  financial  size  rating of not less than  VII).  At
least 10 days before each Individual  Commencement Date, and thereafter not less
than 15 days prior to the expiration dates of the policies theretofore furnished
pursuant to this  Article,  originals of the policies  (or  certificates  of the
insurers in form  reasonably  satisfactory  to the Landlord) for each Individual
Property,  accompanied by evidence satisfactory to the Landlord and the Agent of
payment of the first  installment  of the  premiums,  shall be  delivered by the
Tenant to the Landlord,  it being understood that such insurance may be provided
under blanket policies maintained by the Tenant, in which event the Tenant shall
provide  evidence  that (x) such  policy is in full  force and  effect,  (y) the
Tenant has paid all amounts then due  thereunder  and (z) the  Improvements  are
included as insurance property under the terms of such policy.
<PAGE>
                  (d) The Tenant,  the  Landlord and the Agent will review every
two years the amounts of coverage  provided  taking  into  account all  material
facts including inflation and the full insurable value of the Improvements.  The
Landlord or the Agent may require  additional  amounts of coverage provided such
additional  amounts are  consistent  with the amounts of  insurance  customarily
provided by owners or tenants of similar properties.

                  (e) All policies of insurance  provided for or contemplated by
this  Article  shall name the  Landlord  and the Tenant and,  for so long as the
Letters of Credit, or any of them, or any Obligations, shall be outstanding, the
Agent as the  insured,  additional  insured or loss payee,  as their  respective
interests may appear.

                  (f) All  policies of  insurance  provided  for in this Article
shall, to the extent reasonably  obtainable,  contain clauses or endorsements to
the effect that:

                           (i) No act of  negligence  of the  Tenant,  or anyone
acting for the Tenant,  or of any space tenant which might otherwise result in a
forfeiture  of such  insurance or any part  thereof  shall in any way affect the
validity or  enforceability  of such  insurance  insofar as the  Landlord or the
Agent is concerned; and

                           (ii) Such  policies  shall not be changed or canceled
without  at least 30 days'  notice  (10  days'  notice  for  nonpayment)  to the
Landlord and the Agent; and

                           (iii)  The  Landlord  shall  not be  liable  for  any
premiums thereon or subject to any assessments thereunder.

                  (g)  The  Tenant  shall  not  carry   separate  or  additional
insurance,  concurrent in form or contributing in the event of any loss with any
insurance required to be maintained by the Tenant under this Lease,  unless such
separate  or  additional  insurance  shall  comply  with and  conform to all the
provisions  and  conditions  of this  Article 22 and the  Landlord and the Agent
consent in writing to such separate  additional or concurrent  insurance,  which
consent  shall not be  unreasonably  withheld.  The Tenant shall  promptly  give
notice to the Landlord and the Agent of such  separate or  additional  insurance
and shall  promptly  deliver  to the  Landlord  and the Agent a  certificate  of
insurance in form reasonably satisfactory to each of them.

                  (h) In respect of any real, personal or other property located
in, at or upon the Leased Property,  and in respect of the Leased Property,  the
Tenant  hereby  releases the Landlord and the Agent and the Lenders from any and
all liability or  responsibility to the Tenant or anyone claiming by, through or
under the Tenant,  by way of  subrogation  or otherwise,  for any loss or damage
caused by fire or any other casualty  whether or not such fire or other casualty
shall have been caused by the fault or negligence  of the Landlord,  the Trustee
or anyone for whom the  Landlord or the Trustee may be  responsible.  The Tenant
shall  require  its  insurance  carriers to include in the  Tenant's  policies a
clause or  endorsement,  if reasonably  obtainable,  whereby the Tenant shall be
permitted to release other persons without  invalidating  the insurance,  or, if
not obtainable,  the Tenant shall cause the Landlord and the Trustee to be named
as insureds under such policies.
<PAGE>
         Section 22.2.     General Liability.

                  (a) The Tenant  shall,  at its own cost and  expense,  provide
comprehensive  general  liability  insurance  written on a commercial  liability
occurrence form against any liability of the Tenant, the Trustee, the Agent, the
Lenders and the Landlord  with respect to each  Individual  Property and arising
from the maintenance,  use, ownership and occupancy of such Individual Property.
Said  insurance  shall not be  circumscribed  by any  endorsement  limiting  the
breadth of coverage.  The insurance shall include the following  coverages:  (i)
Premises/Operations  Liability; (ii) Contractor's Protective Liability/Products;
(iii) Products/  Completed  Operations  Liability;  (iv) Broad Form  Contractual
Liability  applicable to the indemnity  requirements of this Lease; (v) Extended
Bodily Injury Liability;  (vi) Broad Form Property Damage  Liability;  and (vii)
Personal Injury Liability.

                  (b) The general  liability  policy shall include the Landlord,
the Agent and the Trustee as additional insureds.  Said policy or policies shall
provide for indemnification of said parties against direct or contingent loss or
liability for damages for bodily and personal  injury,  death or property damage
occasioned  by the  operation  or  ownership of such  Individual  Property.  The
Tenant's  general  liability  policy or  policies  shall  provide  single  limit
coverage of at least  $2,000,000  for each  Individual  Property.  The foregoing
limits may be obtained through the General  Liability Policy or a combination of
General  Liability  and Excess or Umbrella  Liability.  The Net Proceeds of such
liability  insurance shall be applied toward  extinguishment  or satisfaction of
the  liability  with respect to which the Net Proceeds of such  insurance  shall
have been paid.

         Section 22.3. Auto Liability  Insurance.  The Tenant shall, at its sole
cost and expense,  keep Business  Automobile  Liability  insurance  covering all
owned,  non-owned  and  hired  vehicles  used in  connection  with the  Tenant's
operations  at  each  Individual  Property  in  protection  of the  Tenant,  the
Landlord, the Agent and the Trustee. Said policy or policies shall be written in
a  comprehensive  form and shall comply with all local  regulations and case law
and  shall  provide  for  indemnification  of said  parties  against  direct  or
contingent loss or liability for damages for bodily and personal  injury,  death
or property damage arising from the  maintenance,  use or operation of any owned
or non-owned  vehicle used, in or in connection with, such Individual  Property.
Said  policy  or  policies  shall  provide  single  limit  coverage  of at least
$1,000,000 for bodily injury or death of each person and for damage to property.
Such auto  liability  insurance may be  maintained as part of or in  conjunction
with any other liability insurance coverage carried or required to be carried by
the Tenant. The Net Proceeds of such liability insurance shall be applied toward
extinguishment  or  satisfaction  of the liability with respect to which the Net
Proceeds of such insurance shall have been paid.

         Section 22.4.  Builders' Risk  Insurance.  During  construction  of the
Improvements at or on any Individual Property, the Tenant shall, at the Tenant's
sole cost and  expense,  keep,  or cause to be kept,  Builders'  Risk  Insurance
(standard  "all  risk")  written  on a  completed  value  (nonreporting)  basis.
Coverage  will  include  collapse  and  insure  against  the  peril of fire with
extended coverage including  vandalism and malicious mischief.  In addition,  if
commercially  available at a  reasonable  cost,  such policy of insurance  shall
cover  perils  caused by  earthquake  and flood and shall be  endorsed  to cover
materials  in transit.  The policy  shall name the Tenant as the insured and the
Landlord,  the Trustee, the Agent and all subcontractors  employed by the Tenant
as additional insureds as their interests may appear. Such insurance policy: (a)
<PAGE>
shall contain a written acknowledgment  (annexed to the policy) by the insurance
company that its rights of  subrogation  have been waived with respect to all of
the insureds and any mortgagees in such policy, and an endorsement  stating that
"permission is granted to complete and occupy";  and (b) if any off-site storage
location is used,  shall cover,  for their  insurable  value,  all materials and
equipment at any off-site storage location used with respect to the Improvements
and such Individual Property and such locations shall be identified.

         Section 22.5. Worker's Compensation and Employer's Liability.

                  The  Tenant  shall,  at its  own  cost  and  expense,  provide
Workers' Compensation  insurance and Employer's Liability Insurance covering all
employees  on, in, or about the Leased  Property  in  accordance  with all Legal
Requirements,  to be endorsed to include coverage for any federal or other state
laws that may be found to have legal jurisdiction.

         Section 22.6. Property Insurance.

                  (a) The Tenant  shall,  at its sole cost and expense  keep and
maintain in force  Comprehensive All Risk Property Insurance on the Improvements
and Equipment situated at each Individual  Property,  including coverage against
loss or damage by fire, collapse,  lightning, water damage, windstorm,  tornado,
hail,  flood (if required by any Legal  Requirement),  vandalism  and  malicious
mischief, sprinkler breakage,  earthquake (if required by any Legal Requirement)
subsidence, debris removal, demolition and against loss or damage by such other,
further  and  additional  risks as now are or  hereafter  may be embraced by the
standard all risk coverage forms of endorsements, in each case: (i) in an amount
equal to the  greater  of (x)  100% of  their  "Replacement  Value,"  which  for
purposes of this Lease shall mean actual  replacement  value or (y) an amount at
least equal to the sum of the principal amount of all Outstanding  Bonds and the
Landlord's  Equity  Amount,  together with interest  thereon for a period of not
less than six months  calculated at the Maximum Rate;  (ii) containing an agreed
amount  endorsement with respect to such  Improvements and Equipment waiving all
co-insurance  provisions;  and (iii)  containing an endorsement that all covered
losses will be paid on a replacement cost basis.

                  (b) [Intentionally Omitted]

                  (c) Any insurance  required to be provided by the Tenant under
this  Section  22.6 may be provided  by blanket  insurance  covering  all of the
Individual  Properties  comprising the Leased  Property,  provided that (i) such
blanket  insurance  complies with all of the other  requirements  of this Lease,
(ii) the amounts  payable to the Landlord,  the Agent and the Trustee under such
blanket  insurance shall be payable whether or not the Tenant,  as an additional
insured,  may be otherwise  entitled to any proceeds of the policy and (iii) the
insurance  protection to be provided  hereunder for the Landlord,  the Agent and
the Trustee is not impaired or diminished by such blanket insurance or inclusion
of the Tenant as an insured thereunder.

                  (d) The Tenant shall also, at its sole cost and expense,  keep
boiler and machinery  insurance,  if  applicable,  on an extended  comprehensive
basis with a joint agreement if there are two separate policies.

         Section 22.7. [Intentionally Omitted].

         Section 22.8. [Intentionally Omitted].
<PAGE>
         Section 22.9.  Umbrella or Excess Liability.  If reasonably  available,
standard  clause  must be attached to any  umbrella or excess  liability  policy
providing  that the self insured  retention  will "drop down" and be  considered
primary in the event the aggregate primary limits become impaired.

         Section 22.10. Net Proceeds of Insurance; Form of Policies. Each policy
of insurance  obtained  pursuant to or required by this Article 22 shall provide
that all  proceeds  thereunder  (excluding  proceeds  of  liability  or workers'
compensation  insurance)  shall be payable to the Landlord and to the Agent,  as
their  interests  may appear.  The Tenant shall pay or cause to be paid when due
the  premiums  for all  insurance  policies  required by this  Lease,  and shall
promptly furnish or cause to be furnished to the Landlord and the Agent evidence
of such  payments.  All such  policies  shall  provide  that the  Agent  and the
Landlord  shall be given not less than thirty (30) days' notice (10 days' notice
for nonpayment) of each expiration,  any intended  cancellation and any intended
reduction of the coverage provided thereby. The Landlord and the Agent shall not
be responsible for the sufficiency of any insurance herein required and shall be
fully  protected  in  accepting  payment  on account  of such  insurance  or any
adjustment,  compromise  or settlement of any loss agreed to by the Landlord and
the  Agent;  provided,  however  that,  so long as no  Event  of  Default  is in
existence hereunder, neither the Landlord nor the Agent shall adjust, compromise
or settle any loss  without the prior  consent of the Tenant.  The Tenant  shall
cause to be delivered to the Agent and the Landlord on each  anniversary  of the
Commencement  Date until the  Expiration  Date a  certificate  of an  Authorized
Representative  of the Tenant in form  reasonably  satisfactory to the Agent and
the  Landlord  that the  insurance  policies  required by this Lease are in full
force and effect.  The Agent and the  Landlord may rely on said  certificate  in
making a determination that the insurance policies required by this Lease are in
full force and effect unless they have actual notice to the contrary.

                              ARTICLE 23. NO WAIVER

         Section 23.1.  Written Waiver.  No waiver by either Party of any breach
by the other Party of any of the terms,  covenants,  agreements or conditions of
this Lease  shall be  effective  unless such  waiver is  contained  in a writing
subscribed  by such  Party and the Agent and no such  waiver  shall be deemed to
constitute a waiver of any succeeding breach thereof,  or a waiver of any breach
of  any  of  the  other  terms,  covenants,  agreements  and  conditions  herein
contained.

         Section 23.2.  No Acceptance of Surrender.  No act or thing done by the
Landlord or the Landlord's  agents during the Term shall be deemed an acceptance
of surrender  of the Leased  Property or any part  thereof,  and no agreement to
accept  such  surrender  shall be valid  unless  in  writing  and  signed by the
Landlord.

         Section 23.3. No Accord and  Satisfaction.  The receipt by the Landlord
of the Basic  Rent and  Supplemental  Rent with  knowledge  of the breach of any
covenant of this Lease on the part of the Tenant shall not be deemed a waiver of
such  breach.  No payment by the Tenant or receipt by the  Landlord  of a lesser
amount than the Basic Rent or a lesser amount of the Supplemental  Rent then due
shall be deemed to be other than a payment on account of the earliest stipulated
amount then due, nor shall any  endorsement or statement on any check or payment
as Basic Rent or Supplemental  Rent be deemed an accord and satisfaction and the
Landlord may accept such check or payment  without  prejudice to the  Landlord's
right to recover the balance of such Basic Rent or Supplemental Rent or pursuant
to any other remedy provided in this Lease.
<PAGE>
         Section 23.4.  Payment of Rent Not Waiver. The payment by the Tenant of
any Basic Rent or Supplemental Rent with knowledge of the breach of any covenant
of this  Lease on the part of the  Landlord  or the Agent  shall not be deemed a
waiver of such breach.

                      ARTICLE 24. NON-LIABILITY OF LANDLORD

         Section 24.1.  Non-Liability of Landlord.  Neither the Landlord nor its
agents,  employees,  officers,  directors and representatives shall be liable to
the Tenant or the Tenant's Visitors for any damage,  injury, loss,  compensation
or claim based on,  arising out of, or resulting  from any causes  (other than a
breach of the covenant of quiet enjoyment  pursuant to Section 16.1)  including,
but not  limited  to,  the  following:  repairs  to any  portion  of the  Leased
Property; interruption in the use of the Leased Property; any accident or damage
resulting  from the use or  operation  (by the  Tenant  or any  other  person or
persons) of heating, cooling, electrical or plumbing equipment or apparatus; any
fire, robbery,  theft,  mysterious  disappearance and/or any other casualty; the
actions of any other  Person or  Persons;  any leakage in any part or portion of
the Leased  Property,  or from water,  rain or snow that may leak into,  or flow
from,  any part of the  Leased  Property,  or from  drains,  pipes  or  plumbing
fixtures  in any  part of the  Leased  Property;  or any act,  omission,  or any
neglect of the Tenant or Tenant's  Visitors in the use of any part of the Leased
Property  by the  Tenant  or  Tenant's  Visitors;  provided,  however,  that the
Landlord shall remain liable to the Tenant for the Landlord's  gross  negligence
or willful misconduct.

         Section 24.2.  Landlord Not  Responsible for Tenant's  Property.  As an
express inducement to the Landlord to enter into this Lease, and notwithstanding
any provisions of this Lease to the contrary,  the Tenant agrees that any goods,
personal property or personal effects,  including  removable trade fixtures used
or placed by the Tenant or its employees in or about the Leased  Property  shall
be at the sole risk of the Tenant,  and the Landlord  shall not in any manner be
held  responsible  or liable  therefor;  nor shall the  Landlord  or its agents,
employees,  officers,  directors and  representatives  have any liability to the
Tenant for any claims  based on the  interruption  of, or loss to, the  Tenant's
business.

                           ARTICLE 25. INDEMNIFICATION

         Section  25.1.  Indemnification.  Subject to the  provisions of Section
25.2 below,  the Tenant shall indemnify,  defend,  protect and save harmless the
Landlord,  the Agent, the Lenders, the Trustee and their respective  Affiliates,
agents,  employees,   officers,   directors,   members,   principals  and  other
representatives (each, an "Indemnified Party" and collectively, the "Indemnified
Parties") from and against any and all liabilities,  penalties,  fines, damages,
claims, losses, costs, charges and expenses,  including without limitation court
costs and reasonable  attorneys' fees, which may be imposed upon, incurred by or
asserted  against the Indemnified  Parties,  or any of them, in connection with,
arising out of or resulting from:

                  (a) any Indemnified Party's interest in the Leased Property or
any part thereof;

                  (b) any Applicable  Project,  including without limitation (i)
the construction of the Improvements or Off-Site Improvements at or with respect
to any  Individual  Property;  (ii) any matter arising out of or relating to the
Applicable  Construction  Agreement  and  (iii) the  failure  to  construct  the
Applicable Project in accordance with the Applicable Construction Agreement, the
Applicable Approvals and the Applicable Plans and Specifications;
<PAGE>
                  (c) the possession and occupancy of the Leased Property or any
part thereof,  or the uses,  operations  or  businesses  conducted on the Leased
Property or any part thereof, including without limitation any failure to use or
operate any Individual Property in accordance with applicable Legal Requirements
and Environmental Requirements;

                  (d) any matter  relating to title to any Individual  Property,
including  without  limitation  any matter  arising  out of or  relating  to the
Applicable Acquisition Agreement;

                  (e) any Default or Event of Default hereunder;

                  (f) any  matter  relating  to the  physical  condition  of any
Individual Property;

                  (g) any matter relating to the environmental  condition of any
Individual  Property,  including  without  limitation  (i) the  failure  of such
Individual  Property to comply with all applicable  Environmental  Requirements,
(ii)  any   violation  or  notice  of  violation  of  or  with  respect  to  any
Environmental  Requirement  applicable to such  Individual  Property,  (iii) any
action,  suit,  proceeding,  hearing,  investigation or inquiry before or by any
Governmental  Authority  and (iv) the  existence or  discharge of any  Hazardous
Substances at or on such Individual Property;

                  (h) the failure of any Individual  Property to comply with all
applicable Legal  Requirements,  including without limitation Legal Requirements
relating to zoning and building code enforcement;

                  (i) any  tax on  gross  rental  payments,  including,  without
limitation,  any sales or use tax, gross receipts tax,  rental or occupancy tax,
transfer tax, license or permit fee, franchise fee or tax,  documentary or stamp
tax,  intangible  tax or other tax resulting  from or relating to the ownership,
use, occupancy,  or rental of the Leased Property,  or any part thereof, or this
Lease (other than federal income taxes and state and local taxes imposed upon or
measured by net income);

                  (j) the  failure  of  Tenant  to make  timely  payment  of any
Impositions  payable on account of or with respect to the Leased Property or any
part thereof; and

                  (k) with respect to the Offering  Statement,  any amendment or
supplement thereto,  any actual or alleged  misstatement or omission of material
fact,  including  any  omission to state a material  fact  necessary to make any
statements  contained  therein,  in light of the circumstances  under which they
were made, not  misleading,  relating to the Tenant,  any Applicable  Project or
Individual Property excluding,  however,  material appearing under the headings,
"THE  ISSUER",  "THE LC ISSUERS",  "THE LETTERS OF CREDIT" and "THE BONDS",  but
including,  without  limitation  "THE COMPANY",  "PURPOSE OF THE BOND ISSUE" and
"APPLICATION OF BOND PROCEEDS".

         Section 25.2. Exceptions to Indemnification.

                  (a) Notwithstanding any provision herein to the contrary,  the
Tenant  shall  not be  liable  for  indemnification  or  reimbursement  to,  any
Indemnified  Party to the  extent  that  such  Indemnified  Party has acted in a
manner  constituting  gross negligence or willful  misconduct in connection with
the matter  for which  such  Indemnified  Party is  seeking  indemnification  or
reimbursement.
<PAGE>

                  (b) All  amounts  which may  become due from the Tenant to any
Indemnified Party under this Article 25 shall be reduced by any amounts actually
received by such  Indemnified  Party from the proceeds of insurance  provided by
the Tenant and by tax  benefits,  refunds,  savings  or credits  resulting  from
indemnification.

                  (c) Notwithstanding any provision herein to the contrary,  the
Tenant's indemnification  responsibilities hereunder shall not include liability
for amounts due, or expenses incurred by or on behalf of the Landlord, solely by
reason of its status as landlord of the Individual  Properties  under applicable
laws and regulations  relating to federal income taxes and state and local taxes
imposed upon or measured by net income.

                  (d) All amounts described in Section 3.8(b) hereof.

         Section  25.3.  Right of  Set-Off.  In  addition  to any  rights now or
hereafter  granted  under  applicable  law, upon the  occurrence  and during the
continuance of any Event of Default, each Indemnified Party is hereby authorized
by the  Tenant at any time or from time to time,  without  notice to any  Person
(any such notice being hereby  expressly  waived) to set off, to appropriate and
to apply any and all deposits  (general or special,  including,  but not limited
to,  indebtedness  evidenced  by  certificates  of deposit,  whether  matured or
unmatured  (but not including  trust  accounts))  and any other Debt at any time
held or owing by such  Indemnified  Party to or for the credit or the account of
the Tenant against and on account of the obligations of the Tenant owing to such
Indemnified Party under this Article 25, irrespective of whether or not (i) such
Indemnified Party shall have made any demand therefor  hereunder,  (ii) the Rent
shall have been accelerated and be due and payable or (iii) such obligations are
contingent or unmatured.

         Section 25.4. Miscellaneous; Survival.

                  (a) All  amounts  which may  become due from the Tenant to any
Indemnified  Party under this Article 25 shall be payable by the Tenant within 5
Business Days after demand therefor by the Indemnified  Party.  All such amounts
shall be included as part of, and shall be deemed to be, Supplemental Rent under
this Lease.

                  (b)  Nothing  contained  in this  Article  25 shall  impair or
otherwise  derogate the Tenant's rights with respect to any Person not expressly
entitled to the benefits of the provisions of this Article 25.

                  (c)  The  provisions  of  this  Article  25 and  of any  other
indemnification  provisions  elsewhere contained in this Lease shall survive the
expiration  or earlier  termination  of the Term of this  Lease with  respect to
acts,  occurrences  or omissions  occurring  prior to the  expiration or earlier
termination of the Term of this Lease.

                               ARTICLE 26. NOTICES

         Section  26.1.  Notices.  All notices,  offers,  approvals,  elections,
consents,  acceptances,  waivers,  reports,  requests  and other  communications
required or permitted to be given  hereunder  (all of the foregoing  hereinafter
collectively  referred to as "Communications")  shall be in writing and shall be
<PAGE>
deemed to have been duly given if delivered personally with receipt acknowledged
or sent by facsimile  (which shall be confirmed by a writing sent by  registered
or certified  mail or equivalent on the same date that such  facsimile is sent),
or by recognized overnight courier for next Business Day delivery,  addressed or
sent to the parties at the following  addresses and facsimile numbers or to such
other  additional  address  or  facsimile  number as any party  shall  hereafter
specify by Communication to the other parties:

          If to the Landlord:          Movieplex Realty Leasing, L.L.C.
                                       2 World Trade Center
                                       Suite 2112
                                       New York, New York 10048
                                       ATTN: Mr. Roger J. Burns, Vice President
                                       Facsimile: (212) 775-0901

          with a copy to:              Wolff & Samson
                                       5 Becker Farm Road
                                       Roseland, New Jersey 07068
                                       ATTN:  Martin L. Wiener, Esq.
                                       Facsimile:  (973) 740-1407

          If to the Tenant:            Carmike Cinemas, Inc.
                                       1301 First Avenue
                                       Columbus, Georgia 31901-2109
                                       ATTN: Mr. John Barwick
                                       Facsimile: (706) 576-3419

          with a copy to:              Carmike Cinemas, Inc.
                                       1301 First Avenue
                                       Columbus, Georgia  31901-2109
                                       ATTN: Mr. Lamar Fields
                                       Facsimile: (706) 576-3441

          with a copy to:              Troutman Sanders LLP
                                       600 Peachtree Street
                                       Suite 5200
                                       Atlanta, Georgia  30308-2216
                                       ATTN: Hazen Dempster, Esq.
                                       Facsimile: (404) 885-3995

          If to the Agent:             Wachovia Bank, N.A.
                                       191 Peachtree Street, N.E.
                                       Atlanta, Georgia  30303-1757
                                       ATTN: Syndications Group
                                       Facsimile: (404) 332-4005

          with a copy to:              Wachovia Bank, N.A.
                                       191 Peachtree Street, N.E.
                                       30th Floor
                                       Atlanta, Georgia  30303-1757
                                       ATTN: Mr. Doug Strickland
                                       Facsimile: (404) 332-6920

          with a copy to:              Jones, Day, Reavis & Pogue
                                       3500 One Peachtree Center
                                       303 Peachtree Street, N.E.
                                       Atlanta, Georgia  30308-3242
                                       ATTN:  Christopher L. Carson, Esq.
                                       Facsimile: (404) 581-8868
<PAGE>
                          ARTICLE 27. MECHANICS' LIENS

         Section 27.1. Mechanics' Liens. If any mechanics' or other lien, charge
or order for the payment of money or otherwise shall be filed against the Leased
Property or any part thereof (whether or not such lien, charge or order is valid
or enforceable as such),  arising out of any act or omission by the Tenant,  the
Tenant shall  promptly  notify the  Landlord  and the Agent  thereof and, at the
Tenant's  expense,  shall  cause it to be canceled  or  discharged  of record by
bonding or otherwise  within ten (10) days after notice of such filing,  and the
Tenant shall,  in any event  indemnify and save the Landlord,  the Agent and the
Trustee harmless against and shall pay all costs,  expenses,  losses,  fines and
penalties,  including,  without  limitation,  attorneys' fees and disbursements,
related thereto or resulting therefrom.

                       ARTICLE 28. DEFINITION OF LANDLORD

         Section 28.1.  Definition of Landlord.  The term  "Landlord" as used in
this  Lease  shall  mean only (i) the  owner of the  Leased  Property,  which is
currently  Movieplex  Realty Leasing,  L.L.C and (ii) the Agent, as assignee for
the benefit of the Lenders pursuant to the Security Documents. Upon the transfer
of title to the Leased Property or any part thereof,  Movieplex  Realty Leasing,
L.L.C.  shall be and hereby is entirely  freed and relieved of all covenants and
obligations of the Landlord  hereunder except for liabilities  which arose prior
to such  transfer  and this Lease  shall be deemed and  construed  as a covenant
running with the land  without  further  agreement  between the parties or their
successors  in  interest.   Notwithstanding  anything  to  the  contrary  herein
contained, for so long as any amounts shall be due and owing the Agent under the
Reimbursement  Agreement  or the  Reimbursement  Notes,  the Landlord and Tenant
agree that the  exercise by the  Landlord  of  remedies to enforce its  Reserved
Rights may be pursued whether or not an Event of Default shall have occurred and
be continuing  hereunder or under any other Transaction  Document.  Further, the
Landlord  agrees that the  Landlord,  without the prior  written  consent of the
Agent,  shall not take any action to  accelerate  the payment of Rent or seek to
terminate this Lease, it being  expressly  acknowledged by the Landlord that any
injunctive or other  equitable  relief shall not seek to  dispossess  the Tenant
from the Leased  Property.  Any exercise by the Landlord shall be upon notice to
the  Tenant.  The  Landlord's  rights with  respect to its  exercise of remedies
concerning the Reserved Rights shall not be limited to equitable relief provided
that the Landlord shall give the Tenant and the Agent five days' prior notice of
the institution of any action with respect to such Reserved Rights.

                        ARTICLE 29. DEFINITION OF TENANT

         Section 29.1.  Definition of Tenant.  The term "Tenant" as used in this
Lease includes the Tenant,  its successors and permitted  assigns and any person
or entity claiming by, through or under the Tenant. The Tenant shall be as fully
responsible  to the Landlord for all acts and  omissions of its  subtenants  and
occupants as it is for its own acts and omissions.

                         ARTICLE 30. PERSONAL LIABILITY

         Section 30.1. No Personal Liability or Accountability. Anything in this
Lease to the contrary notwithstanding, the liability, if any, of the Landlord to
the Tenant in the  performance  by the  Landlord of its  obligations  under this
Lease or any  Transaction  Document  to which it is a party,  any default by the
Landlord  hereunder or thereunder or the Landlord's  gross negligence or willful
<PAGE>
misconduct in connection herewith or therewith, shall be limited to the interest
of the Landlord in the Leased  Property and the Tenant  agrees to look solely to
the Landlord's  interest in the Leased Property for the recovery of any judgment
from  the  Landlord  or  its  agents,   employees,   officers,   directors   and
representatives.  No  covenant  or  agreement  contained  in this Lease shall be
deemed to be the covenant or agreement of any present,  past or future  officer,
director,  or agent or  employee  of the Tenant or the  Landlord,  in his or her
individual capacity, and neither the officers, directors, agents or employees of
the Tenant or the Landlord nor any official executing this Lease shall be liable
personally   on  this  Lease  or  be  subject  to  any  personal   liability  or
accountability by reason of any transaction or activity relating to this Lease.

                      ARTICLE 31. ENVIRONMENTAL COMPLIANCE

         Section 31.1. Environmental Compliance.  The Tenant agrees to comply in
all  material  respects  at its sole  cost and  expense  with all  Environmental
Requirements.  To the extent any  Environmental  Requirements  hold Landlord and
Tenant  jointly and  severally  liable for  compliance,  Tenant  shall be solely
responsible  for  compliance  with such  Environmental  Requirements.  If on the
Expiration Date or sooner termination of this Lease, any Individual  Property is
not in compliance with all Environmental Requirements, the provisions of Section
14.1  shall  apply  to  such  Individual  Property  until  compliance  with  all
Environmental Requirements is completed.

         Section 31.2. Existence of Hazardous Substances. The Tenant shall:

                  (a) not cause,  suffer or permit any  Hazardous  Substance  to
exist on,  about or  beneath  any  Individual  Property  or  discharge  from any
Individual Property (whether originating thereon or migrating to such Individual
Property from other property), and shall promptly: (i) pay any claim against the
Tenant, the Landlord,  the Trustee or any Individual  Property,  (ii) remove any
Lien upon any  Individual  Property  and (iii)  defend,  indemnify  and hold the
Landlord and its agents, employees, officers and representatives and the Trustee
harmless from any and all claims, expenses,  liability,  loss or damage, in each
case resulting from any Hazardous Substance that exists on, about or beneath any
Individual Property or is discharged from any Individual Property;

                  (b) not cause,  suffer or permit any  Hazardous  Substance  to
exist on or discharge  from any property owned or used by the Tenant which would
result in any Lien upon any Individual Property and shall promptly:  (i) pay any
claim against the Tenant, the Landlord,  the Trustee or any Individual Property;
(ii) remove any charge or lien upon any  Individual  Property and (iii)  defend,
indemnify  and hold  the  Landlord  and the  Trustee  harmless  from any and all
claims, expenses, liability, loss or damage, resulting from the existence of any
such Hazardous Substance; or

                  (c)  notify  the  Landlord  and the  Trustee in writing of any
Hazardous  Substance that exists on, about or beneath any Individual Property or
is discharged from or onto any Individual Property (whether  originating thereon
or migrating to such Individual  Property from other  property)  within ten (10)
days after the Tenant first has knowledge of such existence or discharge.

         Section 31.3. Environmental Inspection. If during the Term the Landlord
has  reason  to  believe  that any  Individual  Property  fails to  comply  with
Environmental  Requirements,  the  Landlord  shall have the right to require the
Tenant,  at the  Tenant's  sole cost and  expense,  to  retain an  environmental
<PAGE>
consultant,  reasonably  acceptable to the  Landlord,  to conduct a complete and
thorough  on-site  inspection  of such  Individual  Property,  including but not
limited to a geohydrological survey of soil and subsurface conditions as well as
other tests, to determine  whether such  Individual  Property and the Tenant and
any  subtenants's  use and  occupancy  thereof  is in full  compliance  with all
Environmental  Requirements.  The  consultant  shall  certify  to  the  Landlord
whether, in the consultant's professional judgment, such Individual Property and
such  use  and  occupancy  are  in  full  compliance   with  all   Environmental
Requirements  and,  if such is not the  case,  the  consultant  shall  recommend
appropriate  cost-effective remedial actions with respect thereto, which actions
will be  performed  by the Tenant at its sole cost and  expense,  as well as the
costs of all investigations, tests and consulting fees.

         Section 31.4. De Minimis Quantities. Notwithstanding the foregoing, the
Tenant  shall be permitted  to bring upon any  Individual  Property and use such
quantities  of certain  Hazardous  Substances  which are necessary to the proper
operation of the Tenant's  business  provided that such activities shall be done
in  compliance  with all Legal  Requirements.  The Tenant  shall comply with all
Environmental  Requirements in connection with transportation,  storage, use and
disposition of said permitted  Hazardous  Substances.  This provision  shall not
include any Hazardous  Substance either currently or in the future classified as
an "Extremely  Hazardous  Substance"  under the Federal  Emergency  Planning and
Community Right to Know Act (42 U.S.C. 11001 et seq.).

                            ARTICLE 32. MISCELLANEOUS

         Section 32.1. Entireties; Exhibits; Conflicts; Modifications.

                  (a)  Except  for  the   Transaction   Documents,   this  Lease
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) All Exhibits  attached to this Lease are incorporated into
this Lease and shall be deemed to be made a part of this Lease for all purposes.

                  (c) If any conflict or  inconsistency  exists between any term
or  provision  contained  in the body of the  Lease  and any  term or  provision
contained in any Lease Supplement,  then the term or provision  contained in the
Lease Supplement shall control and prevail in all respects.

                  (d) Any  attempt  hereafter  made to  change,  modify,  waive,
discharge  or effect an  abandonment  of this Lease 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.

         Section  32.2.  Further  Assurances  and  Corrective  Instruments.  The
Landlord and the Tenant agree that they will, if necessary, execute, acknowledge
and  deliver,  such  supplements  hereto  and such  further  instruments  as may
reasonably be required for correcting any inadequate or incorrect description of
the Leased  Property or any part thereof  hereby  leased or intended so to be or
for  carrying  out the  expressed  intention  of this Lease  including,  without
limitation the provisions of Sections 32.15(b) and (c).
<PAGE>
         Section 32.3.  Jury Trial Waiver.  To the extent  permitted by law, the
Landlord and the Tenant do hereby waive trial by jury in any action,  proceeding
or counterclaim brought by either of the Parties hereto against the other on any
matter  whatsoever  arising  out  of or  in  connection  with  this  Lease,  the
relationship of any of the Landlord,  the Agent and the Tenant, the Tenant's use
or occupancy of the Leased Property and/or any claim,  injury or damage,  or any
emergency or statutory remedy.

         Section 32.4.  Severability.  If any term or provision of this Lease or
the application  thereof to any person or circumstance  shall, to any extent, be
invalid or  unenforceable,  the remainder of this Lease,  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 Lease shall be valid and  enforced to the fullest
extent permitted by Legal Requirements.

         Section 32.5. Interpretation.

                  (a) Whenever in this Lease 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  Lease  shall be held to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural, when the sense requires.

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

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

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

                  (f) This Lease 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 Landlord has made no  representations or promises with
respect to the Leased Property, except as expressly contained herein.

         Section 32.6. No Offer; No Option, etc. The submission of this Lease to
the Tenant for examination does not constitute by the Landlord a reservation of,
or an option to the Tenant for, the Leased  Property or any part thereof,  or an
offer to lease on the  terms set  forth  herein,  and this  Lease  shall  become
effective as a lease  agreement only upon execution and delivery  thereof by the
Landlord and the Tenant.
<PAGE>
         Section  32.7.  Recording.  This Lease or (if  permitted  by law in the
Applicable  State) a short form  memorandum  of this Lease in  recordable  form,
provided that such memorandum shall not contain any of the specific rental terms
set forth  herein,  shall be recorded  in the  appropriate  land  records of any
Applicable  State  and  the  Tenant  shall  pay all  recording  fees.  Upon  the
expiration or earlier  termination  of this Lease,  the Tenant shall execute and
deliver to the Landlord,  in recordable  form, an instrument which terminates of
record this Lease or any memorandum of Lease,  as applicable.  The Tenant hereby
appoints the Landlord its  attorney-in-fact  to execute such  instrument  on the
Tenant's  behalf.  The  provisions  of  this  Section  32.7  shall  survive  the
expiration or sooner termination of this Lease.

         Section 32.8. Consent by Landlord.  Wherever in this Lease the Landlord
agrees not to  unreasonably  withhold its consent or approval,  or words of like
import,  the Tenant agrees that it shall not be unreasonable for the Landlord to
withhold  such consent or approval  (i) if by granting  such consent or approval
the  Landlord  shall be in  violation  of any  Secured  Interests  or any  Legal
Requirement,  or (ii) the  Trustee  or the Agent  shall not give its  consent or
approval  thereto  where its consent or approval is required by the terms of its
Secured Interest. The foregoing are illustrative, and not the sole instances, in
which  the  Landlord's  withholding  of  consent  shall  be  deemed  to  be  not
unreasonable.  The Tenant  agrees  that if it is  determined  that the  Landlord
unreasonably withheld its consent under any provisions of this Lease, the Tenant
shall have no action for damages against the Landlord but shall be limited to an
action for specific performance or the like.

         Section 32.9. No Merger. There shall be no merger of this Lease, or the
leasehold estate created by this Lease, with any other estate or interest in the
Leased Property or any part thereof, by reason of the fact that the same person,
firm,  corporation  or other  entity  may  acquire or own or hold,  directly  or
indirectly, (i) this Lease or the leasehold estate created by this Lease, or any
interest in this Lease or in any such leasehold estate,  and (ii) any such other
estate or  interest  in the Leased  Property  or any part  thereof;  and no such
merger shall occur unless and until all persons,  corporations,  firms and other
entities having an interest (including a Security Interest) in (i) this Lease or
the leasehold  estate  created by this Lease;  and (ii) any such other estate or
interest  in the Leased  Property  or any part  thereof  shall join in a written
instrument effecting such merger and shall duly record same.

         Section 32.10.  Landlord,  Agent and Tenant  Representatives.  Whenever
under the  provisions of this Lease the approval of the  Landlord,  the Agent or
the Tenant is required or the  Landlord,  the Agent or the Tenant is required to
take some action at the  request of the other,  such  approval  of such  request
shall  be  given  for  the  Landlord,  by an  Authorized  Representative  of the
Landlord,  for the Agent by an Authorized  Representative  of the Agent, and for
the Tenant,  by an Authorized  Representative of the Tenant.  The Landlord,  the
Agent and the Tenant,  as the case may be, shall be  authorized to rely upon any
such approval or request.

         Section 32.11. Binding; Counterparts.  This Lease shall be binding upon
the parties  hereto only when duly executed on behalf of both the Tenant and the
Landlord  together;  provided,  however,  that  each set of  counterparts  taken
together shall constitute an original.

         Section  32.12.  Time is of the  Essence.  Time is of the essence  with
respect to this Lease and no covenant or obligation hereunder to be performed by
the Tenant may be waived  except by the written  consent of the Landlord and the
Agent and waiver of any such covenant or  obligation or a forbearance  to invoke
<PAGE>
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 Landlord  from  invoking  such remedy at any
later time  prior to the  Tenant's  cure of the  condition  giving  rise to such
remedy.  Each of the  Landlord's  rights  hereunder is  cumulative  to its other
rights hereunder and not alternative thereto.

         Section 32.13.  Receipt of Lease.  The Parties hereto each  acknowledge
receipt of a signed, true and exact copy of this Lease.

         Section 32.14.  Unavoidable  Delay. If either Party shall be delayed or
prevented  from the  performance  of any act required by this Lease by reason of
acts of God, strikes, lockouts, labor troubles,  inability to procure materials,
or where the  Tenant  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;  provided,  however,  nothing in this
Section  32.14 shall  excuse the Tenant  from the prompt  payment of any Rent or
Impositions payable pursuant to the provisions of this Lease.

         Section 32.15. Relation of Parties.

                  (a)  Nothing  in this  Lease  shall be  construed  to make the
Parties  hereto  partner or joint  venturers  or to render  either  party hereto
liable for any obligation of the other.

                  (b) The  Landlord  and the Tenant  acknowledge  and agree that
solely for purposes of property law and the Bankruptcy Code (i) this Lease shall
not constitute a "true lease" but shall instead constitute a financing and shall
not be deemed an "executory  contract" or "unexpired lease" under Section 365 of
the Bankruptcy  Code or any similar  provisions of the Bankruptcy  Code, (ii) in
the event that the Tenant shall seek relief under the Bankruptcy  Code,  neither
it nor the Landlord  shall seek to have the Lease  classified  as a "true lease"
nor shall  either  raise an  objection to or seek to limit the claim of Landlord
and the Agent and Lenders under Section  502(b)(6) of the Bankruptcy Code or any
similar provision of the Bankruptcy Code, (iii) the obligations of the Tenant to
the Landlord and the Agent and Lenders under this Lease are  obligations  of the
Tenant  ranking pari passu as to debt priority with the Tenant's  obligations to
its other  senior  lenders,  (iv) this Lease be treated as a mortgage or deed of
trust  (whichever is applicable in the Applicable  State in which the Individual
Properties  are located) and security  agreement,  encumbering  each  Individual
Property,  and that Tenant, as grantor,  hereby grants to Landlord, as mortgagee
or  beneficiary  and  secured  party,  or any  successor  thereto,  a first  and
paramount Lien on each Individual  Property,  (v) that Landlord shall have, as a
result of such  determination,  all of the  rights,  powers  and  remedies  of a
mortgagee or deed of trust beneficiary available under the law of the Applicable
State to take  possession of and sell (whether by  foreclosure or otherwise) any
Individual  Property,  (vi) that the effective  date of such mortgage or deed of
trust shall be the  effective  date of this Lease,  (vii) that the  recording of
this Lease or a memorandum  of Lease shall be deemed to be the recording of such
mortgage  or deed of trust,  and  (viii)  that the  obligations  secured by such
<PAGE>
mortgage  or  deed  of  trust  shall  include  the  Obligations  and  all  other
obligations of and amounts due from Tenant  hereunder and under the  Transaction
Documents.  The Tenant  shall not enter into any other  financings,  leases,  or
other similar arrangements pursuant to which the Tenant's obligations thereunder
shall be senior as to debt priority to its  obligations  to the Landlord and the
Agent and Lenders under this Lease.

                  (c) The Landlord and Tenant acknowledge and agree that for all
purposes  other than property and bankruptcy  law purposes  (including,  but not
limited to, for purposes of applicable federal,  state and local tax laws), this
Lease  shall be deemed to be a "true  lease"  with  Tenant as the  lessee of the
Leased  Property and the Landlord and the Tenant agree not to take any action or
position, or make any filing,  inconsistent with such treatment,  including, but
not limited to, on or with respect to their federal, state and local tax returns
or any other filing.

                  (d) The Tenant  acknowledges that the Landlord,  the Agent and
the Lenders are relying on the  provisions  of Section  32.15(b) and that if the
Tenant  violates any  provision of or threatens to violate any provision of this
Section it will cause the Agent  irreparable  harm and agrees that the Agent may
pursue both injunctive relief and any and all other remedies available at law or
in equity for such violation or threatened violation,  including the recovery of
damages and reasonable attorneys' fees and costs.

                  (e)  Landlord  acknowledges  that the Tenant is relying on the
provisions of Section  32.15(c) and that if the Landlord  violates any provision
of or  threatens  to violate  any  provision  of such  Section it will cause the
Tenant  irreparable  harm and agrees that the Tenant may pursue both  injunctive
relief  and any and all other  remedies  available  at law or in equity for such
violation  or  threatened  violation,  including  the  recovery  of damages  and
reasonably attorneys' fees and costs.

         Section  32.16.  Survival  of  Indemnification  and Other  Obligations.
Regardless of whether  explicitly  stated in any other  provision of this Lease,
any obligation of the Tenant to indemnify the Landlord,  the Trustee,  the Agent
or any other Person shall  constitute  Supplemental  Rent,  the payment of which
shall survive the expiration or earlier termination of this Lease.  Further, the
Tenant hereby expressly acknowledges that the Agent is a third party beneficiary
of all  obligations to make payments of  Supplemental  Rent in amounts  provided
herein in respect of indemnification  obligations  hereunder of the Tenant to or
for the benefit of the Agent.

         Section 32.17. Brokerage Indemnity.  Each Party represents to the other
that  neither has  utilized  the services of a broker or other person and is not
obligated  with  respect to any claims for  brokerage,  commission,  finder's or
other fees relative to this Lease and the  transaction set forth herein based in
any way on agreement, arrangements or understandings made by such party with any
other party or parties.

         Section  32.18.  Reference  to Trustee  and Agent.  This Lease shall be
deemed to be amended (a) to delete all  references to the Trustee from and after
the time all Bonds are redeemed  pursuant to the provisions of the Indenture and
(b) to  delete  all  references  to the  Agent  from  and  after  the  time  all
Obligations  and other  amounts due and owing to the Agent and the Lenders under
the  Reimbursement  Agreement  shall  have been paid in full and all  Letters of
Credit and commitments thereunder have been terminated;  provided, however, that
nothing  contained  in  this  Section  32.18  shall  in  any  manner  limit  the
indemnification  obligations  of the Tenant to the  Trustee  or the Agent  which
survive the expiration or sooner termination of this Lease.
<PAGE>
         Section 32.19. Date for  Identification  Purposes.  This Lease has been
dated as of September 1, 1997 as a matter of convenience of reference only. This
Lease  shall not be  effective  and binding  upon the  Parties  until the actual
execution and delivery hereof by the Landlord and the Tenant,  which shall occur
on the  Commencement  Date.  Each Lease  Supplement  shall not be effective  and
binding upon the Parties until the actual  execution and delivery thereof by the
Landlord and the Tenant.

         Section 32.20. Negotiation of this Lease. This Lease has been willingly
entered  into  by  sophisticated   commercial   parties,   each  represented  by
independent legal counsel.
<PAGE>




         IN WITNESS  WHEREOF,  the Parties have  executed this Lease on the date
first above written.


WITNESS:                                               LANDLORD:

                                                       MOVIEPLEX REALTY LEASING,
                                                       L.L.C.

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


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

                                                       TENANT:

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























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