Via Facsimile (212) 995-0483

September 11, 1995

Roland Betts
Silver Screen Management, Inc.
936 Broadway
New York, New York 10011

Re:  Disney-Silver Screen Partners II Joint Venture

Dear Roland:

Enclosed please find the Terms and Conditions which reflect the business deal
with respect to the buyout by Disney of Silver Screen Partners II, L.P.'s
("Silver Screen II") interest in the Disney-Silver Screen Partners II Joint
Venture.

Please indicate your acceptance of and agreement to the enclosed Terms and
Conditions by countersigning and returning to us a copy of this letter no later
than September 29, 1995. Upon receipt of such countersignature, Disney and
Silver Screen II will promptly prepare and execute a long-form purchase
agreement (the "Purchase Agreement") giving effect to the agreement of the
parties in accordance with the enclosed Terms and Conditions. Until such time as
the Purchase Agreement is executed, the enclosed Terms and Conditions shall
constitute a binding agreement of the parties with respect to the subject matter
therein as of the date of your acceptance of the Terms and Conditions.

Very truly yours,

/s/ Robert S. Moore
Robert S. Moore

cc:  Stephen Bollenbach
     Sandy Litvack
     Ted Philip



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                    BUYOUT OF SILVER SCREEN PARTNERS II, L.P.

                              TERMS AND CONDITIONS



PURCHASER:                    The  Walt  Disney   Company  or  (subject  to  the
                              provisions under "Assignment"  below) an affiliate
                              ("Disney").

SELLER:                       Silver Screen Partners II, L.P. ("Partnership").

PURCHASE PRICE:               $45  million,  in  cash in  immediately  available
                              funds (subject to any Purchase Price Adjustment).

BUYOUT:                       Purchase by Disney of all of Partnership's  rights
                              and  interests  in,  to and  under  (i) the  Joint
                              Venture  Agreement dated as of April 29, 1985 (the
                              "Joint Venture Agreement") between The Walt Disney
                              Company and Silver  Screen  Partners II, L.P.,  as
                              amended, (ii) the Distribution Agreement, dated as
                              of April 29, 1985 (the  "Distribution  Agreement")
                              between Disney-Silver Screen II Joint Venture (the
                              "Joint Venture") and Buena Vista Distribution Co.,
                              Inc. ("BVD"), as amended, (iii) the Loan Agreement
                              dated as of April 29, 1985 (the "Loan  Agreement")
                              between The Walt Disney  Company and Silver Screen
                              Partners II, L.P., as amended,  (iv) the Completed
                              Pictures Distribution  Agreement dated as of April
                              29,  1985 (the  "Completed  Pictures  Distribution
                              Agreement",   together   with   the   Distribution
                              Agreement,  the "Distribution  Agreements) between
                              The  Walt   Disney   Company   and   Buena   Vista
                              Distribution Co., Inc., as amended, (v) the Silver
                              Screen  II films  and (vi)  Partnership's  general
                              partner    interest    in   the   Joint    Venture
                              (collectively,  the "Partnership's Interest"). All
                              of  the   foregoing   agreements   are   sometimes
                              collectively  referred  to  as  the  "Agreements".
                              Closing of the Buyout  shall  occur on the Payment
                              Date (as defined below).

PAYMENT DATE:                 January 2, 1996 (or such  later  date as  mutually
                              agreed to by the  parties),  on which  date  after
                              payment of the Purchase  Price,  all right,  title
                              and interest in the  Partnership's  Interest shall
                              be  automatically   transferred  to  Disney,   and
                              Partnership  shall not be  entitled to receive any
                              revenues from, shall have no further right,  title
                              or   interest   in,  and  shall  have  no  further
                              obligations  or  liabilities  with respect to, the
                              Partnership's Interest. Prior to the Payment Date,
                              Disney will not assert any  ownership  interest in
                              the   Partnership's   Interest  for  any  purpose,
                              including for any tax purpose.  Disney agrees that
                              it shall have no right to set-off, counterclaim or
                              other  similar  remedy with respect to its payment
                              obligations hereunder.

PURCHASE PRICE ADJUSTMENT:    The    Purchase    Price    will    be    reduced,
                              dollar-for-dollar,    by   each    dollar    which
                              Partnership   receives  under  the  Joint  Venture
                              Agreement or the Loan Agreement  during the period
                              from  October 1, 1995 to the Payment Date from any
                              exploitation of the films "The Black Cauldron" and
                              "The Great Mouse Detective".

DOCUMENTATION:                The parties  will  prepare,  execute and deliver a
                              long-form   purchase   agreement   (the  "Purchase
                              Agreement")  as soon  as  practicable  which  will
                              document  the  terms  and   conditions  set  forth
                              herein.  In addition  to the terms and  conditions
                              set forth  herein,  the  Purchase  Agreement  will
                              contain  (a)  representations  and  warranties  of
                              Disney and Partnership as to: (i) due execution of
                              the Purchase Agreement,  (ii) due authorization to
                              enter  into  and   perform   under  the   Purchase
                              Agreement,  (iii)  enforceability  of the Purchase
                              Agreement,  and (iv) in the  case of  Partnership,



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                              (x)  right,  title  and  interest  in  and  to the
                              Partnership's Interest free and clear of all liens
                              and   encumbrances   other   than   any   lien  or
                              encumbrance  arising  out of actions of Disney and
                              other   than  as   provided   hereunder   and  (y)
                              Partnership not having taken any action or entered
                              into any  agreement  to bind the Joint  Venture or
                              Disney or which would  constitute  a violation  or
                              infringement  of the  rights  granted to the Joint
                              Venture   or  Disney   under  the  Joint   Venture
                              Agreement; and (b) the following conditions to the
                              parties' respective  obligations to consummate the
                              Buyout:  (i) no  provision of any  applicable  law
                              prohibits  the  closing  of the  Buyout,  (ii)  no
                              order,   judgment  or  injunction   prohibits  the
                              closing  of  the  Buyout,   (iii)  any  applicable
                              waiting  period  under  the HSR  Act  (as  defined
                              below) shall have expired or been terminated, (iv)
                              absence of any pending  litigation  or  proceeding
                              before   any    court,    or    governmental    or
                              administrative   body  which   seeks  to  prohibit
                              closing of the Buyout and which has a  substantial
                              likelihood of success on the merits,  (v) accuracy
                              of representations  and warranties in all material
                              respects,  and  (vi) as a  condition  to  Disney's
                              obligation   to   close,   a   certificate    from
                              Partnership as to (x) right, title and interest in
                              and to the  Partnership's  Interest free and clear
                              of all liens and encumbrances  other than any lien
                              or  encumbrance  arising  out  of the  actions  of
                              Disney and other than as  provided  hereunder  and
                              (y)  Partnership  not  having  taken any action or
                              entered  into  any  agreement  to bind  the  Joint
                              Venture  or Disney  or which  would  constitute  a
                              violation or infringement of the rights granted to
                              the  Joint  Venture  or  Disney  under  the  Joint
                              Venture Agreement.

                              In  the  event  that  no  Purchase   Agreement  is
                              executed   by  the   parties,   these   Terms  and
                              Conditions will govern the closing of the Buyout.

AGREEMENTS:                   Upon  acceptance of these Terms and  Conditions by
                              the parties:

                              (1)  Disney shall have the right in  perpetuity to
                                   enter into  distribution,  licensing or other
                                   arrangements with respect to the exploitation
                                   of  Silver  Screen  II films in any media now
                                   known and  unknown  and by any  means  and/or
                                   devices  now known and unknown for any period
                                   of  time,   without  the  prior  approval  of
                                   Partnership.   Subject   to   the   preceding
                                   sentence,   Disney   agrees  that  until  the
                                   closing of the Buyout,  the Silver  Screen II
                                   films  will   continue  to  be  exploited  in
                                   accordance with the Distribution Agreements.

                              (2)  BVD will  account for and will make  payments
                                   to  the  Joint  Venture  as  required  by the
                                   Distribution  Agreements,   with  respect  to
                                   receipts  received  by BVD  from  the  Silver
                                   Screen II films  through  November  30,  1995
                                   (including  revenues  from  the  arrangements
                                   referred  to in clause  (1)  above).  A final
                                   payment will be made by the Payment  Date, or
                                   earlier, to Partnership of its share of Joint
                                   Venture  revenues  payable as of November 30,
                                   1995.   BVD   agrees  to  use   methods   and
                                   procedures  in its  calculation  of  revenues
                                   payable to the Joint Venture  consistent with
                                   methods and procedures utilized by BVD in the
                                   past with respect to accountings and payments
                                   previously  made by BVD to the Joint  Venture
                                   in  connection  with  the  Silver  Screen  II
                                   films.   Partnership  waives  all  rights  to
                                   audits and all audit  claims  arising from or
                                   under  the  terms of the  Agreements  whether
                                   currently   outstanding,   now   existing  or
                                   hereafter  arising,  and all statements  with
                                   respect to payments due to the Joint  Venture
                                   will  be  binding  upon  Partnership   absent
                                   manifest error,  except that Partnership will
                                   have the  right to  audit  future  statements
                                   solely for the purpose of  ensuring  that BVD
                                   is in  compliance  with this  clause  (2) and
                                   that  no   manifest   error   exists  in  the



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                                   statements.  Such limited audit right must be
                                   exercised by Partnership within 30 days after
                                   receipt by  Partnership  of such statement or
                                   such right shall be deemed waived.

                              (3)  (a)  Subject to  subclause  (d) below of this
                                   clause  (3),  Disney   irrevocably   releases
                                   Partnership  and  its  affiliates  from,  any
                                   claims,  known and unknown,  which Disney may
                                   have   now   or   in   the   future   against
                                   Partnership, arising from any acts, omissions
                                   or conduct of  Partnership  during the course
                                   of the Agreements;  provided,  however,  that
                                   this  release does not include (i) any breach
                                   of these Terms and Conditions or the Purchase
                                   Agreement, if applicable, and (ii) any breach
                                   of   Paragraph   31  of  the  Joint   Venture
                                   Agreement by Partnership, it being understood
                                   that  the  provisions  of such  Paragraph  31
                                   shall survive the closing of the Buyout.

                                   (b)  Subject to  subclause  (d) below of this
                                   clause (3),  Partnership  irrevocably waives,
                                   and releases Disney and its affiliates  from,
                                   any rights  and  claims,  known and  unknown,
                                   which  Partnership  may  have  now  or in the
                                   future,  with  respect to its interest in the
                                   Joint Venture and the Silver Screen II films,
                                   other  than its  continued  right to  receive
                                   accountings  and payments in accordance  with
                                   (2) above  through and until the Payment Date
                                   (for  receipts  from  Silver  Screen II films
                                   through and including  November 30, 1995) and
                                   except as  expressly  provided in these Terms
                                   and Conditions  (including clause (4) below).
                                   Partnership's   waived   rights   and  claims
                                   include,   without   limitation   (except  as
                                   otherwise   provided   in  these   Terms  and
                                   Conditions):

                                     --   all  rights  to  audits  and all audit
                                          claims  except to the extent  provided
                                          in (2) above

                                     --   rights and claims to any  revenues  or
                                          royalties,  whether or not  explicitly
                                          expressed  in  the  Agreements,   with
                                          respect to stage plays, ice shows, new
                                          technologies,     or     any     other
                                          exploitation   or   payments   derived
                                          therefrom   or  with  respect  to  any
                                          revenues  or  royalties  derived  from
                                          rights  not  previously  exploited  or
                                          from rights  previously  exploited but
                                          not   previously   accounted   for  to
                                          Partnership

                                     --   any rights or claims  with  respect to
                                          home video royalty re-negotiations

                                   (c)   Although   the   foregoing   respective
                                   releases by Disney and by  Partnership as the
                                   releasing  party (the  "Releasing  Party") is
                                   not a general  release,  as to matters  being
                                   released,   each  Releasing  Party  expressly
                                   waives  and   relinquishes   all  rights  and
                                   benefits  afforded  by  Section  1542  of the
                                   Civil Code of the State of California,  which
                                   provides:

                                             "A general  release does not extend
                                             to claims which the  creditor  does
                                             not know or suspect to exist in his
                                             favor at the time of executing  the
                                             release, which if known by him must
                                             have   materially    affected   his
                                             settlement with the debtor."

                                   (d) If  the  Buyout  fails  to  close  on the
                                   Payment  Date as a result of any  breach by a
                                   party of these Terms and Conditions or of the
                                   Purchase  Agreement,  or  as  a  result  of a



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                                   failure to satisfy a condition  precedent  to
                                   closing  because of any act or  omission of a
                                   party,  nothing  contained  herein  or in the
                                   Purchase  Agreement  will limit any rights or
                                   obligations of the parties existing at law or
                                   in equity.  Furthermore, it is understood and
                                   agreed that if the Buyout shall fail to close
                                   on the Payment Date for any reason other than
                                   the breach of these Terms and  Conditions  or
                                   of any  provision  contained  in the Purchase
                                   Agreement by Partnership, or the failure of a
                                   condition  precedent to be satisfied  because
                                   of any  action or  omission  of  Partnership,
                                   then the parties shall negotiate for a period
                                   of 60 days  (or  such  longer  period  as the
                                   parties  shall agree,  the "Workout  Period")
                                   after  the  Payment  Date to  consummate  the
                                   Buyout.  If at the end of the Workout  Period
                                   the Buyout  still has not  occurred  then (i)
                                   the waivers and  releases  contained  in this
                                   section captioned  "Agreements" shall be void
                                   and of no force and  effect  and  Partnership
                                   and  Disney  shall  once  again  have all the
                                   rights  and  claims   previously   waived  or
                                   released,  (ii) the Agreements shall continue
                                   to  govern  the   relationship,   rights  and
                                   obligations  of the parties  with  respect to
                                   the Partnership's  Interest,  except that the
                                   relevant  dates  under  Paragraph  16 of  the
                                   Joint Venture  Agreement,  Paragraph 7 of the
                                   Loan   Agreement  and  Paragraph  20  of  the
                                   Distribution  Agreement shall be tolled until
                                   the last day of the  Workout  Period  and the
                                   earliest  date  contained in such  Paragraphs
                                   shall be  revised to be the date which is the
                                   first day after the  Workout  Period and each
                                   other  date  in  such  Paragraphs   shall  be
                                   revised and extended  accordingly,  (iii) the
                                   term  of  the  Distribution  Agreement  under
                                   Paragraph 1.2 thereof shall be extended until
                                   the  latest  date  in  Paragraph  20  of  the
                                   Distribution   Agreement   as   revised   and
                                   extended in accordance  with  subclause  (ii)
                                   above  and  (iv)  any and  all  distribution,
                                   licensing or other arrangements  entered into
                                   by Disney in accordance with clause (1) above
                                   shall remain in full force and effect.

                              (4)  Notwithstanding   clause   (3)   above,   the
                                   following rights and interests of Partnership
                                   shall only be irrevocably  and  automatically
                                   waived as of (and  shall not be waived  prior
                                   to) the closing of the Buyout:  (i) the right
                                   that no  amendment  or waiver  (other than as
                                   contemplated  hereunder)  of  the  Agreements
                                   shall be made without Partnership's  consent;
                                   (ii) revenues  actually received by the Joint
                                   Venture  with  respect to a Silver  Screen II
                                   film  will   continue  to  be   allocated  in
                                   accordance  with  Paragraph  13 of the  Joint
                                   Venture  Agreement in the case of receipts by
                                   the Joint Venture and in accordance  with the
                                   Distribution   Agreement   in  the   case  of
                                   receipts  by  BVD   (subject  to  clause  (2)
                                   above);  and (iii) Paragraphs 15, 19.1, 22.4,
                                   24 and 33 of the Joint Venture Agreement.

HSR ACT FILINGS:              Filings  under  the  Hart-Scott-Rodino   Antitrust
                              Improvements  Act of 1976 ("HSR Act") will be made
                              by  Disney  and  Partnership  and  the  applicable
                              waiting   period   will  have   expired   or  been
                              terminated prior to the Payment Date.

CONFIDENTIALITY:              Each of  Disney  and  Partnership  agrees  to keep
                              confidential  and will not disclose the  existence
                              of this  transaction  or the  terms  hereof to any
                              person, other than its managing partner, officers,
                              employees,  directors and advisors, as applicable,
                              who  need to know  and who are  bound  by the same
                              confidentiality  undertakings  and  other  than as
                              required by applicable law  (including  securities
                              laws),  without the prior  written  consent of the
                              other party (not to be unreasonably  withheld). In
                              connection   with  any   disclosure   required  by
                              applicable law (including  securities  laws),  the
                              party  proposing  to make  such  disclosure  shall
                              obtain  the prior  written  approval  of the other
                              party  (not  to  be  unreasonably  withheld)  with
                              respect to the proposed  disclosure.  In addition,



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                              each of  Disney  and  Partnership  agrees  that no
                              public  announcement  of this  transaction  or the
                              terms  hereof  shall  be made  without  the  prior
                              written  approval of the other party (not be to be
                              unreasonably   withheld)   and  any   response  to
                              inquiries or other  communications with respect to
                              this  transaction  or the  terms  hereof  shall be
                              limited  to  the  previously  approved  disclosure
                              hereunder. It is agreed that either party may file
                              these  Terms and  Conditions  and/or the  Purchase
                              Agreement  as an exhibit  to any  report  filed by
                              such party under the  Securities  Exchange  Act of
                              1934,  as  amended  (the  "Exchange  Act"),  if so
                              required under the Exchange Act.

EXPENSES:                     Each party  shall bear its own costs and  expenses
                              (including  fees and expenses of counsel and other
                              advisors) incurred in connection with the Buyout.

NO RELIANCE:                  Each party acknowledges and represents that it has
                              independently, and without reliance upon the other
                              party or any of its affiliates,  and based on such
                              documents,  information  and advice of advisors as
                              it has deemed  appropriate,  made its own analysis
                              and decision to enter into the transaction.

CO-OPERATION;                 Disney and  Partnership  will  co-operate and each
FURTHER ASSURANCES:           use its reasonable  best efforts to take, or cause
                              to be taken, all actions and to do, or cause to be
                              done,  all things  necessary  or  desirable  under
                              applicable  laws and regulations to consummate the
                              transactions   contemplated  hereby.   Disney  and
                              Partnership each agree to execute and deliver such
                              other  documents,  certificates,   agreements  and
                              other  writings and to take such other  actions as
                              may  be   necessary   or  desirable  in  order  to
                              consummate   or   implement    expeditiously   the
                              transactions contemplated hereby.

GOVERNING LAW:                State of California

ASSIGNMENT:                   Neither  Partnership  nor  Disney  may  assign its
                              rights  or  obligations   under  these  Terms  and
                              Conditions or the Purchase  Agreement  without the
                              prior   written   consent  of  the  other   party;
                              provided,  however,  that  Disney  may  assign its
                              rights  and  obligations  hereunder  or under  the
                              Purchase  Agreement to an affiliate so long as The
                              Walt Disney Company remains liable for the payment
                              obligations hereunder.


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THE TERMS AND CONDITIONS REFERRED TO
ABOVE ARE HEREBY ACCEPTED AND AGREED TO
ON SEPTEMBER 29, 1995.

SILVER SCREEN PARTNERS II, L.P.
By:  SILVER SCREEN MANAGEMENT, INC.,
     Its Managing Partner


     By:  /s/ Roland W. Betts
          --------------------------
          Roland W. Betts, President


THE WALT DISNEY COMPANY


By:  /s/ David K. Thompson
     -------------------------------
     David K. Thompson
     Senior Vice President-Assistant General Counsel



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