Exhibit 10.1

ASSET PURCHASE AGREEMENT

by and between

REGAL ENTERTAINMENT GROUP, as Buyer

and

EASTERN FEDERAL CORPORATION, as Seller

Dated April 27, 2005

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TABLE OF CONTENTS

|   |  |                                                |  |                                                                                  |  | Page
|-- |  | ---------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ----
|1. |  | DEFINITIONS AND USAGE                          |  | 1                                                                               
|   |  | 1.1.                                           |  | Definitions                                                                      |  | 1   
|   |  | 1.2.                                           |  | Usage                                                                            |  | 11  
|2. |  | SALE AND TRANSFER OF PURCHASED ASSETS; CLOSING |  | 11                                                                              
|   |  | 2.1.                                           |  | Purchased Assets to be Sold                                                      |  | 11  
|   |  | 2.2.                                           |  | Excluded Assets                                                                  |  | 12  
|   |  | 2.3.                                           |  | Consideration; Payment                                                           |  | 13  
|   |  | 2.4.                                           |  | Liabilities                                                                      |  | 13  
|   |  | 2.5.                                           |  | Allocation                                                                       |  | 15  
|   |  | 2.6.                                           |  | Closing                                                                          |  | 15  
|   |  | 2.7.                                           |  | Closing Obligations                                                              |  | 16  
|   |  | 2.8.                                           |  | Prorations Adjustment                                                            |  | 19  
|   |  | 2.9.                                           |  | Closing Payments to Lenders                                                      |  | 22  
|   |  | 2.10.                                          |  | Gift Certificate Obligations                                                     |  | 22  
|3. |  | REPRESENTATIONS AND WARRANTIES OF SELLER       |  | 22                                                                              
|   |  | 3.1.                                           |  | Organization and Good Standing                                                   |  | 22  
|   |  | 3.2.                                           |  | Enforceability; Authority; No Conflict                                           |  | 22  
|   |  | 3.3.                                           |  | Capitalization                                                                   |  | 23  
|   |  | 3.4.                                           |  | Financial Statement                                                              |  | 23  
|   |  | 3.5.                                           |  | Books and Records                                                                |  | 24  
|   |  | 3.6.                                           |  | Title to Purchased Assets; Encumbrances; Condition of Tangible Personal Property |  | 24  
|   |  | 3.7.                                           |  | Condition of Real Property                                                       |  | 26  
|   |  | 3.8.                                           |  | Inventories                                                                      |  | 26  
|   |  | 3.9.                                           |  | No Undisclosed Liabilities                                                       |  | 26  
|   |  | 3.10.                                          |  | Taxes                                                                            |  | 26  
|   |  | 3.11.                                          |  | No Material Adverse Effect                                                       |  | 27  
|   |  | 3.12.                                          |  | Employee Benefits                                                                |  | 28  
|   |  | 3.13.                                          |  | Compliance with Legal Requirements; Governmental Authorizations                  |  | 28  
|   |  | 3.14.                                          |  | Legal Proceedings; Orders                                                        |  | 29  
|   |  | 3.15.                                          |  | Absence of Certain Changes and Events                                            |  | 30  
|   |  | 3.16.                                          |  | Contracts; No Defaults                                                           |  | 30  
|   |  | 3.17.                                          |  | Insurance                                                                        |  | 31  
|   |  | 3.18.                                          |  | Environmental Matters                                                            |  | 31  
|   |  | 3.19.                                          |  | Employees; Labor Disputes; Compliance                                            |  | 32  
|   |  | 3.20.                                          |  | Brokers or Finders                                                               |  | 33  
|   |  | 3.21.                                          |  | Transactions with Affiliates                                                     |  | 33  
|   |  | 3.22.                                          |  | Representations and Warranties                                                   |  | 33  
|4. |  | REPRESENTATIONS AND WARRANTIES OF BUYER        |  | 33                                                                              
|   |  | 4.1.                                           |  | Organization and Good Standing                                                   |  | 33  
|   |  | 4.2.                                           |  | Authority; No Conflict                                                           |  | 33  
|   |  | 4.3.                                           |  | Brokers or Finders                                                               |  | 34  
|   |  | 4.4.                                           |  | Representations and Warranties                                                   |  | 34  
|5. |  | COVENANTS OF SELLER                            |  | 34                                                                              
|   |  | 5.1.                                           |  | Access and Investigation                                                         |  | 34  
|   |  | 5.2.                                           |  | Operation of the Business of Seller                                              |  | 35  
|   |  | 5.3.                                           |  | Negative Covenant                                                                |  | 36  
|   |  | 5.4.                                           |  | Required Approvals                                                               |  | 36  
|   |  |                                                |  |                                                                                  |  |     

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|    |  | 5.5.                                                 |  | Notification                                                              |  | 36
|--- |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------- |  | --
|    |  | 5.6.                                                 |  | Commercially Reasonable Efforts                                           |  | 37
|    |  | 5.7.                                                 |  | Interim Financial Statement                                               |  | 37
|    |  | 5.8.                                                 |  | Payment of Liabilities                                                    |  | 37
|    |  | 5.9.                                                 |  | Current Evidence of Title                                                 |  | 37
|    |  | 5.10.                                                |  | Physical Condition of Real Property (Other than Environmental Conditions) |  | 40
|    |  | 5.11.                                                |  | No Solicitation                                                           |  | 40
|    |  | 5.12.                                                |  | Consents                                                                  |  | 41
|    |  | 5.13.                                                |  | Estoppels and Consents; SNDAs; Memoranda of Leases                        |  | 41
|    |  | 5.14.                                                |  | REA Estoppels and DDA Estoppels                                           |  | 42
|    |  | 5.15.                                                |  | Sandhill Property                                                         |  | 42
|    |  | 5.16.                                                |  | Retail Center REAs; New Leases                                            |  | 43
|    |  | 5.17.                                                |  | Delivery of Property                                                      |  | 44
|    |  | 5.18.                                                |  | Environmental Investigation; Remediation                                  |  | 44
|    |  | 5.19.                                                |  | Environmental Investigation after the Closing Date                        |  | 46
|    |  | 5.20.                                                |  | Tax Deferred Exchange with a Third Party                                  |  | 47
|6.  |  | COVENANTS OF BUYER                                   |  | 48                                                                       
|    |  | 6.1.                                                 |  | Required Approvals                                                        |  | 48
|    |  | 6.2.                                                 |  | Commercially Reasonable Efforts                                           |  | 48
|    |  | 6.3.                                                 |  | Guaranty                                                                  |  | 48
|    |  | 6.4.                                                 |  | Notification                                                              |  | 48
|7.  |  | CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE  |  | 48                                                                       
|    |  | 7.1.                                                 |  | Accuracy of Representations                                               |  | 48
|    |  | 7.2.                                                 |  | Seller's Performance                                                      |  | 49
|    |  | 7.3.                                                 |  | Consents                                                                  |  | 49
|    |  | 7.4.                                                 |  | Additional Documents                                                      |  | 49
|    |  | 7.5.                                                 |  | No Injunction                                                             |  | 49
|    |  | 7.6.                                                 |  | No Conflict                                                               |  | 49
|    |  | 7.7.                                                 |  | Title Insurance                                                           |  | 49
|    |  | 7.8.                                                 |  | Governmental Authorization                                                |  | 50
|    |  | 7.9.                                                 |  | Physical Inspection; Environmental Report; Title                          |  | 50
|    |  | 7.10.                                                |  | Sandhill Property                                                         |  | 50
|8.  |  | CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE |  | 51                                                                       
|    |  | 8.1.                                                 |  | Accuracy of Representations                                               |  | 51
|    |  | 8.2.                                                 |  | Buyer's Performance                                                       |  | 51
|    |  | 8.3.                                                 |  | Additional Documents                                                      |  | 51
|    |  | 8.4.                                                 |  | No Injunction                                                             |  | 51
|    |  | 8.5.                                                 |  | No Conflict                                                               |  | 51
|9.  |  | TERMINATION                                          |  | 51                                                                       
|    |  | 9.1.                                                 |  | Termination Events                                                        |  | 51
|    |  | 9.2.                                                 |  | Effect of Termination                                                     |  | 52
|10. |  | ADDITIONAL COVENANTS                                 |  | 52                                                                       
|    |  | 10.1.                                                |  | Assistance in Proceedings                                                 |  | 52
|    |  | 10.2.                                                |  | Retention of and Access to Records                                        |  | 52
|    |  | 10.3.                                                |  | Further Assurances                                                        |  | 53
|    |  | 10.4.                                                |  | Restriction on Seller Net Worth                                           |  | 53
|    |  | 10.5.                                                |  | Annual Passes                                                             |  | 53
|    |  | 10.6.                                                |  | Deed Restrictions                                                         |  | 53
|11. |  | INDEMNIFICATION; REMEDIES                            |  | 54                                                                       
|    |  | 11.1.                                                |  | Survival and Materiality                                                  |  | 54
|    |  |                                                      |  |                                                                           |  |   

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|    |  | 11.2.              |  | Indemnification and Reimbursement By Seller                             |  | 55
|--- |  | ------------------ |  | ----------------------------------------------------------------------- |  | --
|    |  | 11.3.              |  | Indemnification and Reimbursement by Buyer                              |  | 55
|    |  | 11.4.              |  | Limitations on AmountSeller                                            |  | 56
|    |  | 11.5.              |  | Limitations on AmountBuyer                                             |  | 56
|    |  | 11.6.              |  | Time Limitations                                                        |  | 56
|    |  | 11.7.              |  | Third-Party Claims                                                      |  | 56
|    |  | 11.8.              |  | Other Claims                                                            |  | 58
|    |  | 11.9.              |  | Remedy                                                                  |  | 58
|    |  | 11.10.             |  | Mitigation of Damages                                                   |  | 58
|    |  | 11.11.             |  | Reduction of Damages Attributable to an Actual Tax or Insurance Benefit |  | 58
|12. |  | GENERAL PROVISIONS |  | 59                                                                     
|    |  | 12.1.              |  | Expenses                                                                |  | 59
|    |  | 12.2.              |  | Public Announcements                                                    |  | 59
|    |  | 12.3.              |  | Notices                                                                 |  | 60
|    |  | 12.4.              |  | Arbitration                                                             |  | 61
|    |  | 12.5.              |  | Enforcement of Section 10.4 of this Agreement                           |  | 63
|    |  | 12.6.              |  | Waiver; Remedies Cumulative                                             |  | 63
|    |  | 12.7.              |  | Entire Agreement and Modification                                       |  | 64
|    |  | 12.8.              |  | Disclosure Schedule                                                     |  | 64
|    |  | 12.9.              |  | Assignments, Successors and No Third-Party Rights                       |  | 64
|    |  | 12.10.             |  | Severability                                                            |  | 64
|    |  | 12.11.             |  | Construction                                                            |  | 64
|    |  | 12.12.             |  | Governing Law                                                           |  | 64
|    |  | 12.13.             |  | Execution of Agreement                                                  |  | 64

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is dated April 27, 2005 (the "Execution Date"), by and between
Regal Entertainment Group, a Delaware corporation ("Buyer") and Eastern Federal Corporation, a North Carolina corporation
("Seller").

RECITALS

Whereas, Seller desires to sell, and Buyer desires to purchase, the Purchased Assets for the consideration and on the terms set forth in this Agreement.

The
parties, intending to be legally bound, agree as follows:

1.     DEFINITIONS AND USAGE

1.1 Definitions.For purposes of this Agreement, including the Disclosure Schedules, the following terms and variations thereof have the
meanings specified or referred to in this Section 1.1:

"Affiliate"of a Person means any other Person who directly or indirectly through one or more intermediaries Controls, is
Controlled by or is under common Control with such Person.

"Agreement"as defined in the first paragraph of this Agreement.

"ALTA/ACSM Survey"a land title survey complying with the current Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys, meeting the current accuracy standards
jointly adopted by ALTA/ACMS and NSPS and otherwise in form and substance reasonably satisfactory to Buyer.

"Appurtenances"all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Real
Property, including all easements appurtenant to and for the benefit of any Real Property (a "Dominant Parcel") for, and as the primary means of access
between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is necessary or appropriate, and
all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath
any such streets.

"Assigned Leases"as defined in Section 2.1(b).

"Assumed Liabilities"as defined in Section 2.4(a).

"Azalea Square Property"the Owned Real Property upon which a 16-screen theatre presently exists, and all
improvements thereon, having an address of 215 Azalea Square Boulevard in Summerville, South Carolina.

"Azalea Square Option to Repurchase"the option contained in that certain
Option to Repurchase dated as of December 20, 2002 between Silver Oak Associates, as developer, and QEA, LLC, as exchange accommodator for Seller, an original of which was recorded in Book
3062, Page 105 through 109 of the real property records of the County of Berkeley, State of South Carolina.

"Balance Sheet"as defined in Section 3.4.

"Basket"as defined in Section 11.4(a).

"Bill of Sale, Assignment and Assumption"as defined in Section 2.7(a)(i).

"Birkdale Property"the Owned Real Property upon which a 16-screen theatre presently exists, and all improvements
thereon, having an address of 16950 Birkdale Commons Parkway in Huntersville, North Carolina.

"Birkdale Declaration"that certain Declaration of Right of First Refusal and Option to Repurchase dated as of
February 3, 2000 between Birkdale Village, LLC, as developer, and Seller, an

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original
of which was recorded in Book 11069, Pages 795 through 818 of the real property records of the County of Mecklenburg, State of North Carolina.

"Business Day"any day other than (a) Saturday or Sunday or (b) any other day on which banks in North Carolina
or Tennessee are permitted or required to be closed.

"Buyer"as defined in the first paragraph of this Agreement.

"Buyer Indemnified Persons"as defined in Section 11.2.

"Cap"as defined in Section 11.4(b).

"Cinema 4 Consent"the written consent to the assignment by Seller to Buyer of the Cinema 4 Lease which the Cinema 4 Landlord
is obligated to give on the terms and conditions set forth in Section 19 of the Cinema 4 Lease.

"Cinema 4 Landlord"the current lessor of the Cinema 4 Lease.

"Cinema 4 Lease"the Assigned Lease for the Cinema 4 Property.

"Cinema 4 Memorandum"the memorandum of lease which the Cinema 4 Landlord is obligated to execute pursuant to
Section 24 of the Cinema 4 Lease.

"Cinema 4 Property"the Leased Real Property upon which a 4-screen theatre presently exists, and all improvements
thereon, having an address of 2250 Roberts Avenue in Lumberton, North Carolina.

"Closing"as defined in Section 2.6(a).

"Closing Consideration"as defined in Section 2.3(a).

"Closing Date"the date on which the Closing actually takes place.

"Closing Escrow"as defined in Section 2.6(b).

"Closing Escrow Holder"as defined in Section 2.6(b).

"Code"the Internal Revenue Code of 1986, as amended. References to the Code are deemed to include references to applicable
provisions of Treasury Regulations.

"Commercially Reasonable Efforts"the efforts that a prudent Person desirous of achieving a result would use in similar
circumstances to achieve that result as expeditiously as possible; provided, however, that a Person required to use Commercially Reasonable Efforts under this Agreement will not be thereby required to
(a) take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions or (b) dispose of or make any change to
its business, (c) expend any material funds or (d) incur any other material burden or (e) institute litigation, arbitration or other similar proceedings. For purposes of
Sections 5.10, 5.18 and 5.19, subparagraphs (a), (c) and (d) of this definition shall not apply; provided, however that any dollar limitations set forth in Sections 5.10, 5.18 and 5.19
shall apply.

"Confidential Information" shall mean any and all non-public information (whether oral, written, recorded or otherwise
communicated) related to the business of the disclosing party (including its Affiliates) which is delivered or disclosed to the receiving party, including negotiations and discussions by and between
the parties related to the Contemplated Transactions; provided that "Confidential Information" does not include any information which (a) was known to the receiving party at the time it was
disclosed by the disclosing party; (b) is or has become known or available to the public through no unauthorized act of the receiving party; (c) has been approved for release to the
public by written authorization of the disclosing party; (d) is or was rightfully received by someone not in violation of a duty of confidentiality; or (e) has been ordered to be
disclosed by a Governmental Body, or binding

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court
order or duly authorized subpoena, provided that the receiving party shall first have given written notice of such ordered disclosure to the disclosing party and, to the extent practicable,
allowed the disclosing party to seek to protect the confidentiality of the information ordered to be disclosed.

"Consent"any approval, consent, ratification, waiver or other authorization.

"Contemplated Transactions"all of the transactions contemplated by this Agreement.

"Contract"any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether
express or implied), whether or not legally binding.

"Control"the possession of power, directly or indirectly, to direct or cause the direction of the management and policies of
a Person whether through the ownership of voting securities, by contract or otherwise.

"Crown Point Property"the Owned Real Property upon which a 12-screen theatre presently exists, and all
improvements thereon, having an address of 9630 Monroe Road, Charlotte, North Carolina.

"Crown Point REA"the Reciprocal Easement Agreement attached hereto as Exhibit 5.16, as hereafter modified pursuant to
Section 5.16 hereof.

"Crown Point Retained Land"the real property described on Schedule 3.6(f)(i).

"Crown Point Survey"an ALTA/ACSM Survey of the Crown Point Property and the Crown Point Retained Land.

"DDA"any development agreement or redevelopment agreement, to which a city, county, redevelopment agency or similar
government agency is a party, pursuant to which the owner or lessee of any Real Property makes covenants relating to the operation or maintenance of the Real Property.

"Damages"as defined in Section 11.2.

"Disapproved Matters"as defined in Section 5.9.

"Disapproved Matters Cure Notice"as defined in Section 5.9.

"Disapproved Matters Notice"as defined in Section 5.9.

"Disapproved Matters Termination Notice"as defined in Section 5.9.

"Disclosure Schedule" or "Schedule"the disclosure schedules delivered by
Seller to Buyer or by Buyer to Seller concurrently with the execution and delivery of this Agreement.

"Due Diligence Deadline"thirty-five (35) calendar days after the execution of this Agreement.

"Effective Time"11:59 p.m. on the Closing Date.

"Employee Plans"as defined in Section 3.12(a).

"Encumbrance"any charge, claim, community or other marital property interest, condition, equitable interest, lien, option,
pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any
restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

"Environmental Claims"all demands, claims, actions or causes of action, assessments, complaints, directives, citations,
information requests issued by government authority, legal proceedings, orders, notices of potential responsibility, losses, damages (excluding diminution in value), liabilities, sanctions, costs and
expenses, including, without limitation, interest, penalties and attorneys' and

3

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experts'
fees and disbursements, based on or arising out of Environmental Laws, including but not limited to the Releases of Hazardous Materials or failures to comply with Environmental Laws.

"Environmental Condition" means any facts, circumstances or conditions existing prior to the Effective Time, relating to the presence of
Hazardous Material in the environment, (including soils, surface water, sediment, or groundwater) in, on, under or emanating from the Real Property, or which otherwise could result in Liability under
any Environmental Law and includes any migration or other physical or chemical process that occurs after the Effective Time with respect to facts, circumstances or conditions relating to the presence
of Hazardous Materials in, at, on, under or emanating from the Real Property prior to the Effective Time.

"Environmental Laws"any Legal Requirements (including, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act) relating to the Remediation, generation, production, installation, use, storage, treatment, transportation, Release, threatened Release, or disposal of Hazardous
Materials, noise control, or the protection of human health or safety, natural resources, animal health or welfare, or the environment.

"Environmental Permits"any permits, licenses, certificates and approvals required under any Environmental Law.

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

"ERISA Affiliate"as defined in Section 3.12(a).

"Excluded Assets"as defined in Section 2.2.

"Execution Date"as defined in the first paragraph of this Agreement.

"GAAP"generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis.

"Gap Indemnity"as defined in Section 7.7.

"Gift Certificate Obligations"all obligations to honor gift certificates and advance tickets sold by Seller prior to the
Closing Date in accordance with each such certificate's or similar instrument's terms.

"Governing Documents"with respect to Seller or Buyer, means articles of incorporation, bylaws or any other charter or similar
document adopted or filed in connection with the formation of Seller or Buyer, as applicable, and any amendments or supplements thereto and all shareholders' agreements, voting agreements,
registration rights agreements or other agreements or documents relating to organization, management or operation of Seller or Buyer, as applicable, or relating to the rights, duties and obligations
of the shareholders.

"Governmental Authorization"any Consent, license, registration or permit issued, granted, given or otherwise made available
by or under the authority of any Governmental Body or pursuant to any Legal Requirement including without limitation any Consent required under the HSR Act or any variance, conditional use permit,
special use permit, non-conforming use permit or other zoning or land use permit.

"Governmental Body"any: (a) nation, state, county, city, town, borough, village, district or other jurisdiction;
(b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board,
commission, court, tribunal or other entity exercising governmental or quasi-governmental powers); (d) multinational organization or body; (e) body exercising, or entitled or purporting
to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or (f) official of any of the foregoing.

"Grant Deed"as defined in Section 2.7(a)(iii).

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"Hazardous Materials"any wastes, substances, radiation, or materials (whether solids, liquids or gases) (a) which are
listed, defined, or otherwise subject to regulation under any Environmental Law; (b) which contain petroleum or petroleum products (including, without limitation, crude oil or any fraction
thereof) or (c) which consist of toxic mold.

"HSR Act"the Hart-Scott-Rodino Antitrust Improvements Act.

"Indemnified Person"as defined in Section 11.7(a).

"Indemnifying Person"as defined in Section 11.7(a).

"Intellectual Property Assets"all intellectual property owned, licensed (as licensor or licensee), or otherwise used by
Seller, including without limitation, (a) Seller's name, all assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications, logos,
slogans, trade dress, and the goodwill of the business symbolized by the foregoing; (b) all patents, patent applications, together with all reissuances, continuations, revisions, extensions and
reexaminations thereof, and inventions and discoveries that may be patentable; (c) all registered and unregistered copyrights in both published works and unpublished works, including copyright
applications, and all other copyrightable works; (d) all rights in mask works; (e) all know-how, trade secrets, confidential or proprietary information, customer lists,
software, technical information, data, process technology, plans, drawings and blue prints; and (f) all rights in internet web sites and internet domain names presently used by Seller.

"Inventories"inventories of Seller, wherever located, used in connection with or at the Real Property.

"IRS"the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

"Knowledge of Seller" or "Seller's Knowledge"the actual knowledge of
Mr. Carter D. Meiselman and Mr. George A. Royster, Jr. of Seller after reasonable inquiry of Seller's home office employees, officers and district managers and Seller's agents and
representatives.

"Known Breaches"as defined in Section 11.1(b).

"Lease"any lease of Real Property or any lease or rental agreement, license, right to use or installment and conditional sale
agreement to which Seller is a party and any other Contract pertaining to the leasing or use of any Tangible Personal Property.

"Lease Assignment and Assumption"as defined in Section 2.7(a)(iv).

"Leased Real Property"collectively, (i) the real property leased to Seller under and pursuant to the Assigned Leases,
and Appurtenances thereto, and (ii) the real property to be leased to Buyer under and pursuant to the New Leases and New Lease Memoranda, and Appurtenances thereto.

"Legal Requirement"any federal, state, local, municipal, foreign, international, multinational or other constitution, law,
ordinance, principle of common law, code, regulation, statute, treaty, judgment, order or decree.

"Liability"with respect to any Person, any liability or obligation of such Person of any kind, character or description,
whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or
unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

"Manor Property"the Leased Real Property upon which a 2-screen theatre presently exists, and all improvements
thereon, having an address of 609 Providence Road in Charlotte, North Carolina.

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"Material Adverse Effect"a material adverse effect on any of the business or operations of Seller with respect to the
Purchased Assets or the financial condition of Seller.

"Material Contracts"as defined in Section 3.16(a).

"Miracle Property"the Leased Real Property upon which a 5-screen theatre presently exists, and all improvements
thereon, having an address of 1815 Thomasville Road in Tallahassee, Florida.

"New Lease Memoranda"memoranda of lease attached as a form of exhibit to the New Leases.

"New Leases"as defined in Section 2.1(b).

"Non-Competition Agreements"as defined in Section 2.7(a)(vii).

"North Hills LLC"Movies at North Hills, LLC, a North Carolina limited liability company.

"North Hills Property"the Leased Real Property upon which a 14-screen theatre presently exists, and all
improvements thereon, having an address of 4150 Main at North Hills Street in Raleigh, North Carolina.

"Order"any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or
arbitrator.

"Ordinary Course of Business"an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business
only if that action (a) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day
operations of such Person; (b) does not require authorization by the board of directors, managers, shareholders or members of such Person (or by any Person or group of Persons exercising
similar authority) and does not require any other separate or special authorization of any nature; and (c) is similar in nature, scope and magnitude to actions customarily taken, without any
separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

"Owned Real Property"as defined in Section 2.1(a).

"Parent"Consolidated Realty Company, Inc., a North Carolina corporation.

"Permitted Encumbrances"collectively, the Permitted Non-Real Property Encumbrances and the Permitted Real
Property Encumbrances.

"Permitted Non-Real Property Encumbrances"Encumbrances identified on Schedule 3.6(e) as acceptable to
Buyer.

"Permitted Real Property Encumbrances"(a) liens for real property taxes and assessments not yet delinquent, (b) all
exceptions appearing on the Title Commitments delivered by the Title Company to Buyer, other than those exceptions which Seller is obligated to remove pursuant to Section 5.9, and
(c) all matters disclosed on the surveys delivered by Seller to, or obtained by Buyer, other than those matters which Seller is obligated to remove under Section 5.9.

"Person"an individual, partnership, corporation, business trust, limited liability company, limited liability partnership,
joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

"Phase Is"as defined in Section 5.18(a).

"Phase I Deadline"as defined in Section 5.18(a).

"Phase I Notice"as defined in Section 5.18(a).

"Phase II"as defined in Section 5.18(a).

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"Phase II Deadline"as defined in Section 5.18(c).

"Phase II Notice"as defined in Section 5.18(c).

"Physical Inspection Deadline"as defined in Section 5.10.

"Polo Property"the Owned Real Property upon which an 8-screen theatre presently exists, and all improvements
thereon, having an address of 9700 Two Notch Road, Columbia, South Carolina.

"Polo REA"the Reciprocal Easement Agreement attached hereto as Exhibit 5.16, as hereafter modified pursuant to
Section 5.16.

"Polo Retained Land"the real property described on Schedule 3.6(f)(ii).

"Polo Survey"an ALTA/ACSM Survey of the Polo Property and the Polo Retained Land.

"Post-Closing Settlement Statement"as defined in Section 2.8(d).

"Preliminary Settlement Statement"as defined in Section 2.8(a).

"Proceeding"any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal,
administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or
arbitrator.

"Purchase Price"as defined in Section 2.3(a).

"Purchased Assets"as defined in Section 2.1.

"Purchased Contracts"as defined in Section 2.1(f).

"REAs"all reciprocal easement agreements and similar agreements benefiting or burdening any Real Property.

"Real Property"collectively, the Owned Real Property and the Leased Real Property.

"Record"information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.

"Release"any presence, emission, spill, seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying,
dumping, disposal, migration, or release of Hazardous Materials from any source into or upon the environment, including the air, soil, improvements, surface water, groundwater, the sewer, septic
system, storm drain, publicly owned treatment works, or waste treatment, storage, or disposal systems.

"Remediation" or "Remediate"any investigation, clean-up, removal
action, remedial action, restoration, repair, response action, corrective action, monitoring, sampling and analysis, installation, reclamation, abatement, closure, or post-closure in
connection with the suspected, threatened or actual Release of Hazardous Materials.

"Representative"with respect to a particular Person, any stockholder, director, officer, manager, employee, agent,
consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

"Restricted Contracts"as defined in Section 5.12.

"Retail Center Owned Properties"collectively, the Crown Point Property, the Polo Property, the Royal Park Property and the
Swamp Fox Property.

"Retail Center REAs"collectively, the Crown Point REA, the Polo REA, the Royal Park REA and the Swamp Fox REA.

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"Retail Center Surveys"collectively, the Crown Point Survey, the Polo Survey and the Swamp Fox Survey. Unless otherwise
agreed by Seller and Buyer, the Retail Center Surveys shall (a) be ALTA/ACSM Surveys; (b) include the following items specified in Table A of the ALTA/ACMS Standards: 2, 3, 4, 6,
7(a)-(c), 8, 9, 10, 11(a), 13, 14, 15 and 16; (c) contain a certification in form and substance reasonably satisfactory to Buyer, Seller and Title Company; and (d) be performed by a
surveyor licensed to perform surveys in the state in which the surveyed property is located.

"Retained Land"collectively, the Crown Point Retained Land, the Polo Retained Land, the Royal Park Retained Land and the
Swamp Fox Retained Land.

"Retained Liabilities"as defined in Section 2.4(b).

"Royal Park Property"the Owned Real Property upon which a 16-screen theatre presently exists, and all
improvements thereon, having an address of 3702 Newberry Road, Gainesville, Florida.

"Royal Park REA"the Agreement (Royal Park) attached hereto as Exhibit 5.16, as hereafter modified pursuant to
Section 5.16.

"Royal Park Retained Land"the real property described on Schedule 3.6(f)(iii).

"Royal Park Survey"an ALTA/ACSM Survey of the Royal Park Property.

"Sandhill Closing Assignment"as defined in Section 2.7(a).

"Sandhill Completion"as defined in Section 7.10.

"Sandhill Development Agreement"that certain Project Development Agreement dated as of November 22, 2004 between the
Sandhill Exchange Accommodator and the Sandhill Development Manager, as assigned to, and assumed by, Seller pursuant to the Sandhill Exchange Assignment.

"Sandhill Development Manager"Village at Sandhill, LLC, a South Carolina limited liability company.

"Sandhill Escrow Agreement"that certain Escrow Agreement dated as of November 22, 2004 between Sandhill Exchange
Accommodator, Sandhill Development Manager and The Title Company of North Carolina, as assigned to, and assumed by, Seller pursuant to the Sandhill Exchange Assignment.

"Sandhill Exchange Accommodator"TC Sandhill, LLC, a North Carolina limited liability company.

"Sandhill Exchange Assignment"collectively, (a) that certain Assignment of Development Agreement dated as of
March 23, 2005 between the Sandhill Exchange Accommodator, as assignor, and Seller, as assignee; (b) that certain Assignment of Escrow Agreement dated as of March 23, 2005 between
the Sandhill Exchange Accommodator, as assignor, and Seller, as assignee; (c) that certain Assignment of Property Tax Agreement dated as of March 23, 2005 between the Sandhill Exchange
Accommodator, as assignor, and Seller, as assignee; and (d) that certain Assignment of Standard Form of Agreement Between Owner and Contractor dated as of March 23, 2005 between the
Sandhill Exchange Accommodator, as assignor, and Seller, as assignee.

"Sandhill Property"the Owned Real Property upon which a 16-screen stadium theatre is currently being constructed,
and all improvements thereon, located within a development commonly known as the Village at Sandhill in Columbia, South Carolina.

"Sandhill Site Work"as the term "Site Work" is defined in the Sandhill Development Agreement.

"Sandhill Tax Agreement"that certain Property Tax Agreement dated November 19, 2004 between the Sandhill Development
Manager and the Sandhill Exchange Accommodator, as assigned to, and assumed by, Seller pursuant to the Sandhill Exchange Assignment

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"Sandhill Theatre Architect"ADW Architects, P.A., aka Atkinson/Dyer/Watson Architects, PA, a North Carolina professional
association.

"Sandhill Theatre Architect's Agreement"an oral agreement between the Seller and the Sandhill Theatre Architect with respect
to the Sandhill Theatre Work.

"Sandhill Theatre General Contract"that certain Standard Form of Agreement between Owner and Contractor (AIA Form
A101-1977) dated as of September 27, 2004 between the Sandhill Exchange Accommodator and the Sandhill Theatre General Contractor, as assigned to, and assumed by, Seller pursuant to
the Sandhill Exchange Assignment.

"Sandhill Theatre General Contractor"Benning Construction Company, a Georgia corporation.

"Sandhill Theatre Plans and Specifications"as defined in Section 3.6(i).

"Sandhill Theatre Work"the work undertaken, or to be undertaken, to complete the design and construction of a
16-screen stadium movie theatre on the Sandhill Property in accordance with the Sandhill Theatre Plans and Specifications.

"Sandhill Warranties"all warranties and guaranties of any kind or nature, express or implied, that have been are or are to
delivered by any Person (other than Seller) to the Sandhill Exchange Accommodator, Seller or Buyer pursuant to the Sandhill Theatre General Contract or the Sandhill Development Agreement, or in
connection therewith.

"Seller"as defined in the first paragraph of this Agreement. Notwithstanding anything to the contrary contained herein, for
the purposes of this Agreement, the term Seller shall include, with respect to covenants, representations, warranties and obligations relating to the North Hills Property, North Hills LLC.

"Seller Indemnified Persons"as defined in Section 11.3.

"Seller's Closing Documents"as defined in Section 3.2(a).

"Seller's Possession"means, with respect to Seller, either (i) physically located in the offices of Seller,
(ii) physically located at any of the Real Property or (iii) in the possession or control of the representatives or agents of Seller or its Affiliates.

"Swamp Fox Property"the Owned Real Property upon which a 14-screen theatre presently exists, and all improvements
thereon, having an address of 3400 Radio Road, Florence, South Carolina.

"Swamp Fox REA"the Reciprocal Easement Agreement attached hereto as Exhibit 5.16, as hereafter modified pursuant to
Section 5.16.

"Swamp Fox Retained Land"the real property described on Schedule 3.6(f)(iv).

"Swamp Fox Survey"an ALTA/ACSM Survey of the Swamp Fox Property and the Swamp Fox Retained Land.

"Tangible Personal Property"all machinery, equipment, tools, furniture, furnishings, fixtures, appliances, office equipment,
computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by Seller (wherever located and whether or not carried on Seller's books)
and used or useful solely or primarily in connection with Seller's use, occupancy and operation of the Real Property or other Purchased Assets, together with any express or implied warranty by the
manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

"Tax"any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property,
environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees' income withholding, foreign or domestic

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withholding,
social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment,
levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body
or payable under any tax-sharing agreement or any other Contract.

"Tax Return"any return (including any information return), report, statement, schedule, notice, form, declaration, claim for
refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or
payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

"Theatre Level Cash Flows"as defined in Section 3.4(b).

"Third Party"a Person that is not a party to this Agreement.

"Third-Party Acquisition"the occurrence of any of the following events: (i) the acquisition, directly or indirectly,
of Seller, by merger or otherwise, by any Person (which includes a "person" as such term is defined in Section 13(b)(3) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder) other than Buyer; (ii) the acquisition, directly or indirectly, by a Third Party of any material portion of the Purchased Assets, other than a sale in the
ordinary course of business consistent with past practices; (iii) the acquisition, directly or indirectly, by a Third Party of ten percent (10%) or more of the capital stock of the Seller or
the issuance by Seller or any of its subsidiaries of a new class of capital stock containing terms which are inconsistent with the consummation of the Contemplated Transactions; (iv) the
adoption of a plan of liquidation by Seller; (v) the repurchase by Seller or any of its subsidiaries of more than ten percent (10%) of the outstanding capital stock of Seller or any such
subsidiary; or (vi) the acquisition by Seller or any of its subsidiaries by merger, purchase of stock or assets, joint venture or otherwise of a direct or indirect ownership interest or
investment in any business whose annual revenues, net income or assets is equal or greater than ten percent (10%) of the annual revenues, net income or assets of Seller, other than any such
acquisition to which Buyer has consented.

"Third-Party Claim"any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

"Threshold Objections"as defined in Section 5.10.

"Title Commitments"as defined in Section 5.9.

"Title Company"First American Title Company, 550 South Hope Street, Suite 1950, Los Angeles, California 90071.

"Title Policies"as defined in Section 5.9.

"Trademark License Agreement"as defined in Section 2.7(a)(ii).

"Welfare Plan"any "employee welfare benefit plan" as such term is defined in ERISA Section 3(1).

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1.2 Usage.



2.     SALE AND TRANSFER OF PURCHASED ASSETS; CLOSING

2.1 Purchased Assets to be Sold.Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective
as of the Effective Time, Seller shall, or shall cause its wholly-owned subsidiaries to, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller and such
subsidiaries, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to the following property and assets, real, personal or mixed,
tangible and intangible, of every kind and description, wherever located:



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All
of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Purchased Assets." Notwithstanding the
foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets unless Buyer expressly assumes that
Liability pursuant to Section 2.4(a).

2.2 Excluded Assets.Notwithstanding anything elsewhere in this Agreement, all of the assets of Seller not specifically listed in
Section 2.1 (collectively, the "Excluded Assets") are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased
Assets and shall remain the property of the Seller after the Closing, including:



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2.3 Consideration; Payment.



2.4 Liabilities.



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2.5 Allocation.The Purchase Price shall be allocated among the Real Property and other Purchased Assets in accordance with
Schedule 2.5. At and after the Closing, Buyer and Seller shall make consistent use of the allocation, fair market value and useful lives specified in Schedule 2.5 for all Tax purposes
and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code, payment of transfer tax,
re-assessments of the value of the Owned Real Property and other withholdings. Buyer shall prepare and deliver IRS Form 8594 to Seller within forty-five
(45) calendar days after the Closing Date to be filed with the IRS. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such
allocation is not a correct allocation.

2.6 Closing.



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2.7 Closing Obligations.In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:



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The
Closing Escrow Holder is hereby authorized and instructed to date the Lease Assignment and Assumptions, the New Lease Memoranda, the Grant Deeds and the Retail Center REAs, to the extent not
already dated, as of the Closing Date. The Closing Escrow Holder is hereby authorized and instructed to date as of the Closing Date any other document delivered by the parties hereto which has not
theretofore been dated. As soon as reasonably practicable, Seller shall provide the Closing Escrow Holder with a copy of the Preliminary Settlement Statement agreed to by Buyer and Seller in
accordance with Section 2.8. The Closing Escrow Holder shall deliver the Title Policies and a conformed copy of the Lease Assignments and Assumptions and Grant Deeds to Buyer not more than
seven Business Days after the Closing Date.

2.8 Prorations Adjustment.



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2.9 Closing Payments to Lenders.The applicable portion of the Purchase Price will be applied to payment of Liabilities owing by the
Seller as of the Closing Date to the lenders identified on Schedule 2.9. Such amounts shall be wired by the Closing Escrow Holder directly to such lenders at Closing.

2.10 Gift Certificate Obligations.Seller shall reimburse Buyer for any Gift Certificate Obligations honored by Buyer during the
12-month period after Closing. Within 30 calendar days of the end of each calendar month, Buyer shall submit to Seller for reimbursement invoices setting forth the Gift Certification
Obligations honored by Buyer for the applicable period. Seller shall pay the amount set forth in the invoice to Buyer within 30 calendar days of receipt of each such invoice. Seller shall have no
reimbursement obligation to Buyer for periods after such twelve (12) month period.

3.     REPRESENTATIONS AND WARRANTIES OF SELLER

The following representations and warranties are made to Buyer by Seller and are complete and correct as of the Execution Date:

3.1 Organization and Good Standing.



3.2 Enforceability; Authority; No Conflict.



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3.3 Capitalization.The authorized equity securities of Seller consist of ten million (10,000,000) shares, seven hundred and seventeen
thousand, six hundred and sixty-eight (717,668) of which are issued and outstanding and are owned by Parent. The authorized equity securities of Parent consist of one million (1,000,000) shares, five
hundred and nineteen thousand, and thirty-five (519,035) of which are issued and outstanding and two hundred and eighty-one thousand two hundred and thirty-eight (281,238) of
which are owned by Mr. Carter D. Meiselman and two hundred and thirty-seven thousand seven hundred and ninety-seven (237,797) of which are owned by Ms. Carole M. Meiselman. Except as set
forth on Schedule 3.3, there are no Contracts relating to the issuance, sale or transfer of any equity interest or other securities of Seller or Parent.

3.4 Financial Statement.



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3.5 Books and Records.The books of account and other financial Records of Seller for the past five (5) years, all of which have
been made available to Buyer, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices,
including the maintenance of an adequate system of internal controls. The minute books of Seller, all of which have been made available to Buyer for the past five (5) years, contain accurate
and complete Records of all meetings held of, and action taken by, the shareholders and Board of Directors of Seller.

3.6 Title to Purchased Assets; Encumbrances; Condition of Tangible Personal Property.



The
provisions in Section 3.6(b)(ii) shall not be deemed to apply to any default under an Assigned Lease based upon defects, latent or patent, in the physical condition of
the Leased Real Property of which Seller has no Knowledge, including without limitation with respect to each of the Assigned Leases, the compliance of such Leased Real Property with any Legal
Requirement which non-compliance is unasserted by the Landlord under such Assigned Lease as of the Effective Time.



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3.7 Condition of Real Property.



3.8 Inventories.All Inventory consists of a quality usable and saleable, in the Ordinary Course of Business of Seller. The quantities of
each item of Inventory are not excessive but are reasonable in the present circumstances of Seller.

3.9 No Undisclosed Liabilities.Except as set forth in Schedule 3.9, and except for obligations pursuant to the terms of the
Material Contracts and other contracts of Seller not required to be listed in Schedule 3.16, Seller has no Liability except for Liabilities reflected or reserved against in the Balance Sheet,
including the notes thereto, and current Liabilities incurred in the Ordinary Course of Business
of Seller since the date of the Balance Sheet, provided, however, the representation in this Section 3.9 is made to Seller's Knowledge with respect to unasserted and unaccrued liabilities.

3.10 Taxes.



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3.11 No Material Adverse Effect.Since the date of the Balance Sheet, there has not been any occurrence or state of facts whose existence
could reasonably be expected to have a Material Adverse Effect, and no event has occurred or circumstance exists that may result in such a Material Adverse Effect; provided, however, that none of the
following shall be deemed in themselves to constitute or shall be taken into account in determining whether there has been a Material Adverse Effect pursuant to this Section 3.11:
(a) any adverse change attributable to conditions affecting the U.S. economy as a whole or (b) any adverse change attributable to conditions affecting the motion picture exhibition
industry as a whole.

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3.12 Employee Benefits.



3.13 Compliance with Legal Requirements; Governmental Authorizations.



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3.14 Legal Proceedings; Orders.



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3.15 Absence of Certain Changes and Events.Except as set forth in Schedule 3.15, since the date of the Balance Sheet, Seller has
conducted its business only in the Ordinary Course of Business and there has not been any:



3.16 Contracts; No Defaults.



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3.17 Insurance.Except as set forth in Schedule 3.17: (i) all policies of insurance to which Seller is a party or that
provide coverage to Seller: (A) are valid and outstanding; and (B) taken together, provide adequate insurance coverage for the Purchased Assets and the operations of Seller for all risks
normally insured against by a Person carrying on the same business or businesses as Seller in the same location and are sufficient for compliance in all material respects with all Legal Requirements
and Seller Contracts; (ii) Seller has not received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights or (B) any notice of
cancellation or any other indication that any policy of insurance is no longer in full force or effect or that the issuer of any policy of insurance is not willing or able to perform its obligations
thereunder; (iii) Seller has paid all premiums due, and has otherwise performed all of its obligations, under each policy of insurance to which it is a party or that provides coverage to
Seller; and (iv) Seller has given notice to the insurer of all claims of which Seller has Knowledge that may be insured thereby.

3.18 Environmental Matters.



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3.19 Employees; Labor Disputes; Compliance.



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3.20 Brokers or Finders.Neither Seller nor any of its Representatives have incurred any obligation or liability, contingent or otherwise,
for brokerage or finders' fees or agents' commissions or other similar payments in connection with the sale of Seller's business or the Purchased Assets or the Contemplated Transactions for which
Buyer could become liable or obligated.

3.21 Transactions with Affiliates.Except as set forth in Schedule 3.21, as of the Closing Date no current or former director,
officer or shareholder of Seller or any Affiliate of Seller will be party to any Material Contract or, to Seller's Knowledge, has a material interest in any Material Contract, Assigned Lease or New
Lease.

3.22 Representations and Warranties.Other than with respect to the representations and warranties explicitly provided in this
Article 3, as modified by the Disclosure Schedules, and the ancillary agreements and certificates hereto (and subject to the limitations contained herein and provisions of this Agreement),
Seller makes no other representations or warranties, either express or implied, with respect to the completeness or accuracy of any other information or documentation provided or made available to
Buyer or its Representatives.

4.     REPRESENTATIONS AND WARRANTIES OF BUYER

The following representations and warranties are made to Seller by Buyer and are complete and correct as of the Execution Date:

4.1 Organization and Good Standing.Buyer is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware, with full corporate power and authority to conduct its business as it is now conducted, to own or use the properties and assets that it purports to own or use, and to perform all
its obligations under its Contracts. Buyer is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the
ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification except where the failure to be so qualified could not have a
Material Adverse Effect on Buyer.

4.2 Authority; No Conflict.



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4.3 Brokers or Finders.Neither Buyer nor any of its Representatives have incurred any obligation or liability, contingent or otherwise,
for brokerage or finders' fees or agents' commissions or other similar payment in connection with the Contemplated Transactions for which Seller could become liable or obligated.

4.4 Representations and Warranties.Other than with respect to the representations and warranties explicitly provided in this
Article 4, as modified by the Disclosure Schedules, and the ancillary agreements and certificates hereto (and subject to the limitations contained herein and provisions of this Agreement),
Buyer makes no other representations or warranties, either express or implied, with respect to the completeness or accuracy of any other information or documentation provided or made available to
Seller or its Representatives.

5.     COVENANTS OF SELLER

5.1 Access and Investigation.



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5.2 Operation of the Business of Seller.Between the Execution Date and the Closing, Seller shall:



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5.3 Negative Covenant.Except as otherwise expressly permitted herein or unless required by any Legal Requirement (provided, that Seller
shall provide Buyer with prior notice of any action it takes that is required by any Legal Requirement and is otherwise subject to this Section 5.3), between the Execution Date and the Closing
Date, Seller shall not, without the prior written Consent of Buyer, (a) other than in the Ordinary Course of Business, take any affirmative action, or fail to take any reasonable action within
its control, as a result of which any of the changes or events listed in Section 3.11 and Section 3.15 would be likely to occur; (b) terminate, cancel, amend, modify, supplement
or waive performance of any Purchased Contract, Assigned Lease or Governmental Authorization, or (c) enter into any compromise or settlement of any litigation, proceeding or governmental
investigation relating to the Purchased Assets which is not fully covered by Seller's existing insurance or the Assumed Liabilities.

5.4 Required Approvals.As promptly as practicable after the Execution Date, Seller shall make all filings or notices required to be made
by it to obtain Governmental Authorizations or pursuant to Legal Requirements in order to consummate the Contemplated Transactions (including all filings under the HSR Act and all notices required by
the W.A.R.N. Act). Seller also shall cooperate with Buyer and its Representatives with respect to all filings that Buyer elects to make or pursuant to Legal Requirements is required to make, or to
obtain a Governmental Authorization required in connection with the Contemplated Transactions. Seller also shall cooperate with Buyer and its Representatives in obtaining all Consents (including
taking all commercially reasonable actions requested by Buyer to cause early termination of any applicable waiting period under the HSR Act); provided, however, that Seller shall not be required to
dispose of or make any change to its business, expend any material funds or incur any other material burden in order to comply with this Section 5.4.

5.5 Notification.Between the Execution Date and the Closing, Seller shall promptly notify Buyer in writing if it becomes aware of
(a) any fact or condition that causes or constitutes a breach of its representations and warranties made as of the Execution Date or (b) the occurrence after the Execution Date of any
fact or condition that would or could be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that
representation or warranty been made as of the time of the occurrence of, or Seller's discovery of, such fact or condition. Should any such fact or condition require any change to the Disclosure
Schedule, the Seller shall promptly deliver to Buyer a supplement to the Disclosure Schedule specifying such change. Such delivery shall not be deemed to amend or supplement the Disclosure Schedule or
prevent or cure any breach or affect any rights of Buyer under Article 7,

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Article 9
and Article 11. During the same period, Seller also shall promptly notify Buyer of the occurrence of any breach of any covenant of Seller in this Article 5 or of the
occurrence of any event that may make the satisfaction of the conditions in Article 7 impossible or unlikely.

5.6 Commercially Reasonable Efforts.Seller shall use its Commercially Reasonable Efforts to cause the conditions in Article 7 to
be satisfied on or prior to the Closing.

5.7 Interim Financial Statement.Until the Closing Date, Seller shall deliver to Buyer within twenty (20) calendar days after the
end of each month and within forty-five (45) calendar days after the end of each fiscal quarter a copy of the financial statements for such month and fiscal quarter, respectively.
Such financial statements and the deliveries under Section 2.8 shall be prepared in a manner and containing information consistent with Seller's current practices and certified by Seller's
chief financial officer as to compliance of such financial statements with Section 3.4.

5.8 Payment of Liabilities.Between the Execution Date and the Closing Date, Seller shall pay or otherwise satisfy in the Ordinary Course
of Business all of its Liabilities and obligations which become due and payable.

5.9 Current Evidence of Title.



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5.10 Physical Condition of Real Property (Other than Environmental Conditions).



5.11 No Solicitation.Seller shall not and shall not authorize or permit any of its Representatives to, directly or indirectly, encourage,
solicit or engage in discussions or negotiations with or provide any non-public information to any Person (other than Buyer, its Affiliates or any of their Representatives or as required
by the HSR Act) concerning any Third-Party Acquisition and the Seller will terminate or cause to be terminated any and all existing discussions or negotiations concerning any Third-Party Acquisition.
The Seller shall immediately notify Buyer in the event it receives any bona fide proposal concerning a Third-Party Acquisition, including the terms and conditions thereof and the identity of the party
submitting such proposal, and will promptly update Buyer of the status and any material developments concerning the same.

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5.12 Consents.Seller shall use Commercially Reasonable Efforts to promptly obtain all Consents listed in the schedules to
Section 3.2 by the Due Diligence Deadline. If there are any Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each
Purchased Contract as to which such Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Contracts"), Buyer may
waive the closing conditions as to any such Consent and either: (a) elect to have the Seller continue its efforts to obtain the Consent; or (b) elect to have the Seller retain that
Restricted Contract (including an appropriate Purchase Price adjustment) and all Liabilities arising therefrom or relating thereto. If Buyer elects to have the Seller continue its efforts to obtain
any Consent and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Bill of Sale, Assignment and Assumption nor any other document related to the consummation of
the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the
Restricted Contract, and following the Closing, the Seller shall use Commercially Reasonable Efforts to obtain the Consent relating to each Restricted Contract as quickly as practicable. Once a
Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Contract obtained, the Seller shall promptly assign, transfer, convey and deliver such Restricted
Contract to Buyer, and Buyer shall assume the obligations under such Restricted Contract from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption
agreement substantially similar in terms to those of the Bill of Sale, Assignment and Assumption.

5.13 Estoppels and Consents; SNDAs; Memoranda of Leases.



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5.14 REA Estoppels and DDA Estoppels.With respect to each REA and DDA relating to Real Property which, by its terms, provides for
delivery of an estoppel by one or more other Persons, Seller shall promptly after the Execution Date request that such Persons execute and deliver such an estoppel addressed to Buyer; it being
understood that Seller shall not request such estoppels from all Persons who might be obligated to deliver such estoppels if an authorized representative of such Persons could and will timely execute
and deliver an estoppel on behalf of such Persons. Seller shall use Commercially Reasonable Efforts to promptly obtain such an estoppel from each such counterparty, completed and duly executed by such
party on or prior to the Due Diligence Deadline. Within 5 calendar days of receipt of any such estoppel, Seller shall deliver a true and complete copy thereof to Buyer.

5.15 Sandhill Property.



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5.16 Retail Center REAs; New Leases.



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5.17 Delivery of Property.Upon Closing, Seller shall deliver possession of the Real Property to Buyer. Immediately following Closing,
Seller shall make available to Buyer to the extent the following are in Seller's Possession (i) originals and otherwise copies of, Assigned Leases and Purchased Contracts that relate to such
location; (ii) copies or originals of all available books and records of account, contracts, copies of correspondence with tenants and suppliers, unpaid bills and other papers or documents
which pertain to the operation and management of such location; (iii) all available permits and warranties for such location; (iv) the original "as-built" plans and
specification; and all other plans and specifications and operation manuals; and (v) all keys, combinations and security codes.

5.18 Environmental Investigation; Remediation.



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5.19 Environmental Investigation after the Closing Date.



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5.20 Tax Deferred Exchange with a Third Party.In the event Seller desires to effect a tax-deferred exchange (pursuant to
Section 1031 of the Internal Revenue Code, or otherwise) with a Third Party in connection with all or any portion of the Contemplated Transactions and/or conveyance of all or any portion of the
Purchased Assets (an "Exchange"), Buyer hereby agrees to use Commercially Reasonable Efforts, at Seller's expense, to cooperate in effecting such
Exchange, including but not limited to executing such additional documents and performing such additional acts, at Seller's expense, as may be reasonably requested by Seller to effect such Exchange;
provided that Buyer shall not assume or have any Liability with respect to such Exchange.

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6.     COVENANTS OF BUYER

6.1 Required Approvals.As promptly as practicable after the Execution Date, Buyer shall make, or cause to be made, all filings required
by Legal Requirements (including all filings under the HSR Act) to be made by it to consummate the Contemplated Transactions. Buyer also shall cooperate, and cause its Affiliates to cooperate, with
Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in the schedules to Section 3.2,
provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this
Section 6.1.

6.2 Commercially Reasonable Efforts.Buyer shall use its Commercially Reasonable Efforts to cause the conditions in Article 8 to be
satisfied on or prior to the Closing and to complete its review of any surveys, inspections of the physical condition of the Real Property (other than Environmental Conditions) and/or Phase Is on or
before the Due Diligence Deadline and/or the Phase IIs on or before the Phase II Deadline subject to the provisions of Article 5.

6.3 Guaranty.At or promptly following Closing, Buyer shall, pursuant to Section 15.01(b)(ii) of the Assigned Lease for the
North Hills Property, offer to the landlord of the North Hills Property a replacement guaranty in the form attached as Exhibit F to the Assigned Lease for the North Hills Property, executed by
an Affiliate of Buyer with reasonably sufficient net worth to meet the financial obligations under such replacement guaranty. If, at or prior to Closing, Buyer or an Affiliate of Buyer executes a
guaranty of the Assigned Lease for the North Hills Property in form and substance satisfactory to the landlord of the Assigned Lease for the North Hills Property, either in the form of the related
Lease Assignment and Assumption or otherwise, then Buyer's obligations under this Section 6.3 shall terminate at Closing.

6.4 Notification.Between the Execution Date and the Closing, Buyer shall promptly notify Seller in writing if it becomes aware of
(a) any fact or condition that causes or constitutes a breach of its representations and warranties made as of the Execution Date or (b) the occurrence after the Execution Date of any
fact or condition that would or could be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that
representation or warranty been made as of the time of the occurrence of, or Buyer's discovery of, such fact or condition. Should any such fact or condition require any change to the Disclosure
Schedule, the Buyer shall promptly deliver to Seller a supplement to the Disclosure
Schedule specifying such change. Such delivery shall not be deemed to amend or supplement the Disclosure Schedule or prevent or cure any breach or affect any rights of Seller under Article 8,
Article 9 and Article 11. During the same period, Buyer also shall promptly notify Seller of the occurrence of any breach of any covenant of Buyer in this Article 6 or of the
occurrence of any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely.

7.     CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Purchased Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

7.1 Accuracy of Representations.Seller's representations and warranties in this Agreement (considered collectively), and each of these
representations and warranties (considered individually), shall have been accurate in all material respects as of the Execution Date, and shall be accurate in all material respects as of the time of
the Closing as if then made, except to the extent that such representations and warranties are qualified by the term "material," "Material Adverse Effect" or similar qualification in which case such
representations and warranties (as so written, including the term "material", "Material Adverse Effect" or such similar qualification) shall be true and correct in all respects at and as of the
Execution Date and the Closing Date, in all cases without giving effect to any

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supplement
to the Disclosure Schedule. If Damages for a breach or breaches of such representations and warranties exceed $1,276,000 individually or in the aggregate, such breach or breaches shall be
deemed to be a failure of the condition precedent set forth in this Section 7.1.

7.2 Seller's Performance.All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material
respects.

7.3 Consents.Each of the Consents set forth on the schedules to Section 3.2 and required to be obtained in connection with the
Contemplated Transactions shall have been obtained and shall be in full force and effect.

7.4 Additional Documents.Seller shall have caused the documents and instruments required by Section 2.7(a) and the following
documents to be delivered (or tendered subject only to Closing) to Buyer:



7.5 No Injunction.There shall not be in effect any Legal Requirement or injunction or other Order that (a) prohibits the
consummation of the Contemplated Transaction and (b) has been adopted as issued, or has otherwise become effective since the Execution Date. Without limiting the generality of the foregoing,
(i) the applicable waiting period under the HSR Act shall have expired or been terminated, and neither the Department of Justice nor the Federal Trade Commission shall have instituted any
litigation to enjoin or delay consummation of the Contemplated Transactions and (ii) any applicable notice period under the W.A.R.N. Act shall have expired.

7.6 No Conflict.Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with
or without notice or lapse of time), contravene or conflict with or result in a violation of or cause Buyer or any Affiliate of Buyer to suffer any adverse consequence under (a) any applicable
Legal Requirement or Order or (b) any Legal Requirement or Order that has been published, introduced or otherwise proposed by or before any Governmental Body.

7.7 Title Insurance.Buyer shall have received irrevocable and binding commitments to issue the Title Policies pursuant to
Section 5.9. Seller shall have caused a commercially reasonable gap indemnity or indemnities in form reasonably satisfactory to the Title Company to be executed and delivered to the Title
Company (collectively, the "Gap Indemnity") sufficient to enable the Title Company to issue the Title Policies without any exception for matters arising
due to acts or omissions of Seller (as distinct from acts or omissions of such Seller's lessors or Third Parties) after the Closing and prior to recording of the conveyance instruments to be recorded.

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7.8 Governmental Authorization.Buyer shall have received such Governmental Authorizations as are necessary or desirable to allow Buyer to
operate the Purchased Assets from and after the Closing.

7.9 Physical Inspection; Environmental Report; Title.



7.10 Sandhill Property.For the purposes of this Agreement, "Sandhill Completion" shall mean that (a) Seller shall have completed
construction and installation of improvements on the Sandhill Property in accordance with the Sandhill Theatre Plans and Specifications, subject only to items typically included in a
punch-list; and (b) the Sandhill Development Manager shall have completed the Sandhill Site Work in accordance with the Sandhill Development Agreement, subject only to items
typically included in a punch-list; provided, however, Sandhill Completion shall not be deemed to have occurred prior to (x) the issuance of a temporary certificate of occupancy for
such improvements by the Governmental Body having jurisdiction to do so, subject only to satisfaction of conditions which are customary, and which Seller and the Sandhill Theatre General Contractor
and/or the Sandhill Development Manager can reasonably be expected to satisfy within the earlier of 90 calendar days after

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Substantial
Completion or 60 calendar days after the Closing Date; and (y) the date that the improvements on the Sandhill Property are actually open for business as a 16-screen
movie theatre.

8.     CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

Seller's obligation to sell the Purchased Assets and to take the other actions required to be taken by it at the Closing is subject to the satisfaction, at or
prior to the Closing, of each of the following conditions (any of which may be waived by the Seller in whole or in part):

8.1 Accuracy of Representations.All of Buyer's representations and warranties in this Agreement (considered collectively), and each of
these representations and warranties (considered individually), shall have been accurate in all material respects as of the Execution Date and shall be accurate in all material respects as of the time
of the Closing as if then made, except to the extent that such representations and warranties are qualified by the term "material," "Material Adverse Effect" or similar qualification in which case
such representations and warranties (as so written, including the term "material", "Material Adverse Effect" or such similar qualification) shall be true and correct in all
respects at and as of the Execution Date and the Closing Date, in all cases without giving effect to any supplement to the Disclosure Schedule.

8.2 Buyer's Performance.All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been performed and complied with in all material
respects.

8.3 Additional Documents.Buyer shall have caused the documents and instruments required by Section 2.7(b) to be delivered (or
tendered subject only to Closing) to Seller.

8.4 No Injunction.There shall not be in effect any Legal Requirement or any injunction or other Order that (a) prohibits the
consummation of the Contemplated Transactions and (b) has been adopted or issued, or has otherwise become effective, since the Execution Date. Without limiting the generality of the foregoing,
the applicable waiting period under the HSR Act shall have expired or been terminated, and neither the Department of Justice nor the Federal Trade Commission shall have instituted any litigation to
enjoin or delay consummation of the Contemplated Transactions.

8.5 No Conflict.Neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with
or without notice or lapse of time), contravene or conflict with or result in a violation of or cause Seller or any Affiliate of Seller to suffer any adverse consequence under (a) any
applicable Legal Requirement or Order or (b) any Legal Requirement or Order that has been published, introduced or otherwise proposed by or before any Governmental Body.

9.     TERMINATION

9.1 Termination Events.By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as
follows:



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9.2 Effect of Termination.



10.   ADDITIONAL COVENANTS

10.1 Assistance in Proceedings.Seller will cooperate with Buyer and its counsel in the contest or defense of, and make available its then
existing personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any
action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction occurring on or before the Closing Date
involving Seller or its business.

10.2 Retention of and Access to Records.After the Closing Date, Buyer shall retain for a period consistent with Buyer's record-retention
policies and practices (but no less than five (5) years) those

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Records
of Seller delivered to Buyer. Buyer also shall provide the Seller and its Representatives reasonable access thereto, during normal business hours and on at least three days' prior written
notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing Date, Seller shall provide Buyer and its Representatives reasonable access to Records
that are Excluded Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose specified by Buyer in such notice.

10.3 Further Assurances.The parties shall cooperate reasonably with each other and with their respective Representatives in connection
with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute
and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement
and the Contemplated Transactions.

10.4 Restriction on Seller Net Worth.Seller shall not (a) dissolve or liquidate, (b) declare any dividends (whether in cash
or otherwise) or make any distribution of assets or cash or redeem, purchase or otherwise acquire or arrange for the redemption, purchase or acquisition of any shares of its capital stock or other of
its securities, or (c) take any other action such that its net worth (determined in accordance with GAAP consistently applied), after such declaration, distribution or action is less than
$20,000,000, until all of Seller's Remediation obligations under this Agreement and all indemnification claims made by Buyer pursuant to Article 11 have been finally resolved
("Resolution Period"); provided, however, in the event that Seller has paid to Buyer an amount equal to one-half of its indemnification
obligations under Article 11, then Seller may declare a dividend (whether in cash or otherwise) or make a distribution of assets or cash or redeem, purchase or otherwise acquire or arrange for
the redemption, purchase or acquisition of any shares of its capital stock or other of its securities so long as its net worth (determined in accordance with GAAP consistently applied) after such
action is not less than $10,000,000. Within 20 calendar days of the end of each fiscal quarter of Seller, Seller's Chief Executive Officer shall certify to the Chief Financial Officer of Buyer, in
writing, that Seller's net worth (determined in accordance with GAAP consistently applied) after such distribution is equal to or greater than $20,000,000 (or $10,000,000 if applicable)
("Net Worth Certification"). Such certification obligation shall commence as of the Closing Date and be in effect throughout the Resolution Period. If a
Net Worth Certification states that the net worth of Seller (determined in accordance with GAAP consistently applied) is less $20,000,000 (or $10,000,000 if applicable), then Seller shall
(i) cause its Parent to contribute cash or assets to Seller or issue a letter of credit in favor of Buyer with respect to Seller's Remediation obligations under this Agreement and Seller's
indemnification obligations under Article 11 pursuant to the terms of the letter agreement between Parent and Buyer in the form attached hereto as Exhibit 10.4 and (ii) promptly
provide Buyer with the written certification described in this Section 10.4.

10.5 Annual Passes.At Closing, for each of the calendar years 2005 through and including 2015, Buyer shall provide Seller with a total of
twenty-five (25) annual passes for free admission to any motion picture theatre operated by Buyer or its subsidiaries.

10.6 Deed Restrictions.With respect to any real property which Seller or any of its Affiliates now owns or hereafter acquires, directly
or indirectly, and which is located within a 15 mile radius of any of the Real Property or any other property now owned, leased, operated or under construction by Buyer or any of its Affiliates,
neither Seller nor its Affiliates shall sell, lease or otherwise convey a fee or leasehold interest in such real property prior to the Closing, unless a covenant is recorded in the real property
records in the jurisdiction in which such real property is located prior to or concurrently with the consummation of such sale, lease or conveyance, which contains a provision stating that, without
the prior written consent of Buyer, neither the owner nor any lessee thereof, or any of their successors or assigns, or any Persons claiming under or through them, may use any portion of such real
property as a motion picture theatre. Such provision shall further provide that the burdens thereof shall bind

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and
burden such real property, and the owner thereof, and shall inure to the benefit of Seller, and that such benefits are assignable by Seller to Buyer or to any other Person who acquires some or all
of motion picture theatres of Seller. At Closing, Seller shall assign such benefits to Buyer pursuant to a written assignment, in a form to be reasonably agreed upon by Seller and Buyer, duly executed
by Seller and in recordable form. Seller shall not be required to make any representations or warranties to Buyer regarding the enforceability of such covenant, as so assigned..

11.   INDEMNIFICATION; REMEDIES

11.1 Survival and Materiality.



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11.2 Indemnification and Reimbursement By Seller.Seller shall indemnify and hold harmless Buyer, and its Representatives, shareholders,
subsidiaries and Affiliates (collectively, the "Buyer Indemnified
Persons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation (but excluding Investigations
conducted at the Buyer's sole expense pursuant to Section 5.1(b)) and defense and reasonable attorneys' fees and expenses), whether or not involving a Third-Party Claim (but excluding any
damages not involving a Third Party Claim based on lost profits, diminution in value, consequential or punitive damages) (collectively, "Damages"),
arising from or in connection with:



11.3 Indemnification and Reimbursement by Buyer.Buyer will indemnify and hold harmless Seller and its respective Representatives and
Affiliates (collectively, "Seller Indemnified Persons"), and will reimburse Seller Indemnified Persons, for any Damages arising from or in connection
with:



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11.4 Limitations on AmountSeller.



11.5 Limitations on AmountBuyer.



11.6 Time Limitations.



11.7 Third-Party Claims.



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11.8 Other Claims.A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party
from whom indemnification is sought and shall be paid promptly after such notice.

11.9 Remedy.Subject to Section 9.2(a), the provisions of this Article 11 shall provide the sole and exclusive recourse and
remedy of Buyer with respect to any claims made or with respect to which indemnification may be sought under Section 11.2(a) through 11.2(d). Subject to Section 9.2(a), the provisions of
this Article 11 shall provide the sole and exclusive recourse and remedy of Seller with respect to any claims made or with respect to which indemnification may be sought under
Section 11.3(a) through 11.3(e); provided, further that, except as provided in Section 5.1, 5.18 and 5.19, Seller hereby waives and releases any claims, rights and causes of action
Seller may have against Buyer now or in the future arising under, in connection with or relating to any Environmental Law (whether by statute, regulation, or common law).

11.10 Mitigation of Damages.All parties hereto shall use Commercially Reasonable Efforts to mitigate Damages.

11.11 Reduction of Damages Attributable to an Actual Tax or Insurance Benefit.



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12.   GENERAL PROVISIONS

12.1 Expenses.



12.2 Public Announcements.



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12.3 Notices.All notices, Consents, waivers and other communications required or permitted by this Agreement shall be in writing and
shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or
e-mail with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each
case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other
address, facsimile number, e-mail address or person as a party may designate by notice to the other parties):

Seller:



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Buyer:



12.4 Arbitration.



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12.5 Enforcement of Section 10.4 of this Agreement.Seller acknowledges and agrees that Buyer would be irreparably and immediately
damaged if Section 10.4 is not performed in accordance with their specific terms and that any breach of Section 10.4 by Seller could not be adequately compensated in all cases by
monetary damages alone. Accordingly, in addition to any other right or remedy to which Buyer may be entitled, at law or in equity, it shall be entitled to enforce Section 10.4 of this Agreement
by a decree of specific performance and such injunctive relief as the court or arbitral tribunal may allow to prevent breaches or threatened breaches of any of the provisions of this Agreement. Seller
agrees that it will waive, in any action for specific performance, the defense of adequacy of a remedy at law and that Buyer will be entitled, in addition to any other remedy to which it may be
entitled in arbitration, to compel specific performance of this Agreement in any action instituted hereunder.

12.6 Waiver; Remedies Cumulative.The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any
failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power
or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right,
power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of
the party

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giving
such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

12.7 Entire Agreement and Modification.This Agreement supersedes all prior agreements (including without limitation the Exclusivity
Agreement dated February 8, 2005, as amended on April 7, 2005, between Seller and Buyer and the Nondisclosure and Confidentiality Agreement dated August 18, 2004 between Seller
and Regal Cinemas, Inc.), whether written or oral, between the parties with respect to its subject matter and constitutes (along with the Disclosure Schedule, Exhibits and other documents
delivered pursuant to this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended,
supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

12.8 Disclosure Schedule.



12.9 Assignments, Successors and No Third-Party Rights.No party may assign any of its rights or delegate any of its obligations under
this Agreement without the prior written consent of the other parties, except that Buyer may assign any of its rights and delegate any of its obligations under this
Agreement to any Affiliate or subsidiary of Buyer; provided that Buyer shall remain liable with such assignee for the payment of the Purchase Price hereunder and for the payment and performance for
all of its indemnity obligations under Article 11. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors
and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right,
remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.9.

12.10 Severability.If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

12.11 Construction.The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "Articles," "Sections" and "Schedules" refer to the corresponding Articles, Sections and Schedules of this Agreement and the Disclosure Schedule.

12.12 Governing Law.This Agreement will be governed by and construed under the laws of the State of Delaware without regard to
conflicts-of-laws principles that would require the application of any other law.

12.13 Execution of Agreement.This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile
transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all purposes.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

| |  | Buyer:                     
| |  | ---------------------------
| |  | REGAL ENTERTAINMENT GROUP  
| |  | By:                        
| |  | Seller:                    
| |  | EASTERN FEDERAL CORPORATION
| |  | By:                        
| |  | MOVIES AT NORTH HILLS, LLC 
| |  | By:                        
| |  | By:                        

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TO:
Regal Entertainment Group, as Buyer, and Eastern Federal Corporation, as Seller

The
undersigned hereby acknowledges receipt of a fully executed copy of the Asset Purchase Agreement dated as of April 27, 2005 (the "Purchase
Agreement") between Seller and Buyer. The undersigned agrees to serve as the Closing Escrow Holder pursuant to the terms of the Purchase Agreement.

|Dated: April 27, 2005 |  | FIRST AMERICAN TITLE COMPANY
|--------------------- |  | ----------------------------
|                      |  | By:                         

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