Exhibit 10.3

FORM OF MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT (the"Agreement") made as of this
            day of                        , by and between Regal
Cinemas, Inc., a Tennessee corporation
("Manager") and United Artists Theatre Circuit, a Maryland corporation
("Owner").

RECITALS

WHEREAS,
Manager owns, manages and operates a chain of motion picture theatres;

WHEREAS,
Owner owns, manages and operates a chain of motion picture theatres (all such theatres together with all future owned or leased theatres, the "Theatres"); and

WHEREAS,
Owner desires to receive financial, operational and management consulting and other management services from Manager and Manager desires to provide such services to Owner upon
the terms and conditions set forth in this Agreement.

NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter contained, the parties agree with each other as follows:

1.Engagement; Management Standards.Owner hereby employs and engages Manager as the exclusive provider of the financial,
operational and management services described herein, and Manager hereby
agrees to provide financial, operational and management services to Owner, all on the terms and subject to the conditions set forth below. In consideration of Manager's agreement to provide such
services, Owner hereby appoints Manager as its attorney-in-fact with all legal rights and powers that Manager deems necessary or appropriate in order to perform the services
described herein, subject to the limitations set forth in Section 11 hereof. Manager shall use its commercially reasonable efforts to perform its obligations hereunder with the same degree of
professional competence and in accordance with the standard of care that Manager employs in the management and operation of the theatres owned or operated by Regal Cinemas, Inc.

2.Services of Manager.For all of the Theatres, Manager shall render the following services, and such services shall
include, subject to the limitations set forth in Section 11 hereof, all items incidental or necessary to performing the such services and to operating a theatre company, including negotiating
with all third party providers of goods, services, intellectual property, etc. (collectively, the "Services"):



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3.Fees.The fees for the Services shall be determined as follows: an amount equal to three percent (3%) of the Adjusted
Gross Revenues (as defined below) (the"Management Fees")."Adjusted Gross
Revenues"shall mean the Gross Revenues for a particular period less admissions taxes imposed on admissions receipts for such period and any other taxes
for such period imposed by any lawful taxing authority."Gross Revenues"shall mean for a particular period the gross revenues
of the Theatres from whatever source, including box office receipts, special event revenues, concessions, game machines, etc.

4.Payment of Fees.As a part of the Services, Manager shall collect all Gross Revenues from the Theatres operations. On a
monthly basis, Manager shall deduct the Management Fees and provide detailed back-up to Owner of the Management Fees incurred. If in any month, Gross Revenues are insufficient to satisfy
the Management Fees, Manager shall invoice Owner for the amount of such shortfall, and owner shall pay such invoice within ten (10) days after receipt. In addition to such payments, Owner
shall, upon execution of this Agreement, pay Manager a one-time fee (the "Initial Fee") of $                  in consideration of Services provided by Manager
to Owner prior to the date of
this Agreement. The Initial Fee shall be calculated in the manner set forth in Section 3 above for the period during which Manager provided Services to Owner prior to the date of this
Agreement.

5.Term.The term of this Agreement shall commence on the date hereof and shall continue for one year; provided,however, that Owner shall have the right to terminate this Agreement if Manager materially
breaches any material provision hereof and does not cure such breach within 30 days of the date of written notice from Owner thereof. After such initial term, this agreement shall automatically
renew for additional continuous one year terms unless either party delivers written notice of its intent to terminate this Agreement at least 30 days prior to the end of the then current term.
Notwithstanding the foregoing, either party may terminate this agreement for any or no reason upon 60 days written notice to the other party. For the period from the date hereof through
December 31, 2002, Manager shall provide the Services in conjunction with existing management and systems in place at Owner;provided, however, by
January 1, 2003 Manager shall use its reasonable efforts to be solely responsible for the Services.

6.Ownership of Information; Segregation of Operations.



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7.Representations & WarrantiesEach of Manager and Owner represents and warrants that:



8.Excusable Delays.



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9.Indemnification.



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10.Publicity; Confidentiality. Each party hereby covenants and agrees that
such party shall not, directly or indirectly, make any press release or public notice, announcement, or filing available to the public concerning Manager or Owner, or the intended business of either
without prior notice to and consultation with the other party, unless such notice and consultation is impracticable under applicable laws or governmental regulations. It is specifically recognized
that the parties may be subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and may, from time to time, be required to make such releases, notices, announcements
or filings without the opportunity for prior notice to or reasonable consultation with the other party hereto. Each party covenants and agrees that, unless the other party otherwise consents in
advance in writing, and except as otherwise required by an applicable law or governmental regulation, such party shall not, directly or indirectly, disclose to anyone any nonpublic information
regarding this Agreement or any of the transactions contemplated hereby.

11.Extraordinary Expenditures or Commitments.On not less than a quarterly
basis, Manager will keep Owner and the Board of Directors of Owner reasonably informed of the Services being provided hereunder and the Management Fees incurred hereunder. In addition, Manager shall
provide, promptly upon request therefor by Owner's Board of Directors, such information regarding the Services and Management Fees as shall be reasonably available. In the event Manager determines
that any of the Services require the expenditure or other commitment, whether contingent or otherwise, by or on behalf of Owner in excess of $750,000 in any one expenditure or other commitment for
such Service or $1,500,000 in the aggregate in any series of related expenditures or other commitments for such Service, Manager shall seek the prior written approval of the Board Directors of Owner;
provided, however, that the following expenditures or commitments shall be exempted from such approval requirements: (a) operating expenses and commitments incurred in the ordinary course of
business and consistent with past practice (e.g., film licensing transactions with studios and distributors), (b) expenses and commitments incurred pursuant to contracts and other arrangements
that have been approved by Owner's Board of Directors, (c) maintenance and upkeep of Theatres and other facilities and (d) expenditures required as a result of an emergency situation, as
determined by Manager in its reasonable discretion. Manager shall not dispose of any real or personal property of Owner having a value in excess of $250,000 without the prior written consent of the
Board of Directors of Owner.

12.Reliance by Third Parties; Further Assurances.All third parties may rely
on a document executed by the Manager as binding Owner, and Manager shall be permitted to inform third parties of the rights conferred on Manager pursuant to this Agreement. No third party dealing
with Owner shall be required to ascertain whether Manager is acting in accordance with the provisions of this Agreement. If Manager acts without authority, it shall be liable to Owner for any damages
arising out of its unauthorized actions. Subject to the provisions of Section 11 of this Agreement, Manager shall have the exclusive power and authority to conduct the business of Owner with
respect to the Services; provided, however, that nothing contained in this Agreement shall be deemed to constitute a derogation of the ultimate authority of the Board of Directors of Owner over the
business and affairs of Owner, or to prevent such Board of Directors from exercising its authority with respect thereto. Subject to the provisions of Section 11 of this Agreement, Manager is
hereby expressly authorized to make all decisions with respect to the Services and to take all actions necessary or reasonably appropriate to carry out such decisions. All documents executed on behalf
of Owner with respect to the Services need only be signed by an authorized employee of Manager. In case at any time any further action is necessary or desirable to carry out the purposes of this
Agreement, Owner will take such further action (including the execution and delivery of such further instruments and documents) as Manager may reasonably request.

13.Waiver.The failure of any party hereto to enforce at any time any of the
provisions of the Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party
thereafter to enforce each

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and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.

14.Entire Agreement; No Third-Party Beneficiaries. This Agreement
constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement is not
intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

15.Amendment. This Agreement may be amended by the parties hereto only by an
instrument in writing signed on behalf of each of the parties hereto.

16.Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible.

17.Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors or assigns.

18.Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

19.Interpretation; Headings. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any
way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

20.Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally, one day after being delivered to a reputable overnight courier

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to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

Regal Cinemas, Inc.
7132 Mike Campbell Drive
Knoxville, TN 37918
Attention: Chief Financial OfficerRegal Cinemas, Inc.
7132 Mike Campbell Drive
Knoxville, TN 37918
Attention: General CounselUnited Artists Theatre Circuit
9110 East Nichols Avenue, Suite 200
Englewood, CO 80112
Attention: General Counseland (which shall not constitute notice) to:The Anschutz Corporation
555 17th Street, Suite 2400
Denver, CO 80202
Attention: Michael BennetHogan & Hartson L.L.P.
One Tabor Center
Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Christopher J. Walsh


21.Governing Law; Venue. This Agreement shall be construed in accordance
with and governed by and pursuant to the laws of the State of Tennessee, without regard to the conflicts of law principals thereof, and any action in connection herewith shall be brought by either
party in the forums of the Tennessee courts.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

| |  | REGAL CINEMAS, INC.           
| |  | ------------------------------
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  |                               
| |  |                               
| |  |                               
| |  | UNITED ARTISTS THEATRE CIRCUIT
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  |                               
| |  |                               

[Signature
Page to Management Agreement]

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