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                                                                    EXHIBIT 10.3

PURCHASE SALE OF STOCK AGREEMENT OF CINEMASTAR LUXURY THEATERS, S.A DE C.V.,
ENTERED INTO BETWEEN ATLANTICO & ASS, S.A. DE C.V., REPRESENTED HEREIN BY MR.
MARCO ANTONIO ALEMAN BONILLA, HEREINAFTER REFERRED TO AS THE "SELLER", AND ON
THE OTHER PART BY CINEMASTAR LUXURY THEATERS, INC. AND CINEMASTAR LUXURY
CINEMAS, INC., COMPANIES DULY INCORPORATED UNDER THE LAWS OF THE UNITED STATES,
HEREINAFTER JOINTLY REFERRED TO AS THE "BUYER", REPRESENTED HEREIN BY MR. FRANK
J. MORENO, PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:

                                    RECITALS

I.   The SELLER hereby represents:

     a)   That SELLER is the owner of 25% of the capital stock of the company
          Cinemastar Luxury Theaters, S.A de C.V. (henceforth referred to as
          CINEMASTAR) a corporation duly existing and formed in accordance with
          the laws of the Mexican Republic, and they are willing to transfer
          their interests in favor of Cinemastar Luxury Theaters, Inc. and
          Cinemastar Luxury Cinemas, Inc., through the execution of this
          purchase sale of stock agreement (the "Agreement").

     b)   That CINEMASTAR by-laws were duly formalized by means of public
          instrument number 6800, volume 270, passed before the faith of Mr.
          Marco Antonio Mayo Barron, Notary Public number 11, in the city of
          Tijuana, Baja California. The by-laws were recorded at the Public
          Registry of Property and Commerce of the city of Tijuana, State of
          Baja California, under entry number 5067316, Commerce Section, on
          April 23, 1996.

     c)   That the capital stock and shares that SELLER owns are 425 of Series
          "B".

     d)   That SELLER's shares are free and clear of all liens, security
          interests, claims or liabilities with respect to taxes, pledges,
          voting rights, or similar restrictions of any kind whatsoever.

     e)   That his authority to act on behalf of the SELLER is currently in
          force and it has not been revoked nor limited in any manner
          whatsoever.

     f)   That SELLER wishes to transfer its CINEMASTAR interests to the BUYERS
          with the following binding terms and conditions.

II.  THE BUYERS' representative states:

     a)   Cinemastar Luxury Theaters, Inc. and Cinemastar Luxury Cinemas, Inc.
          are companies duly formed and incorporated in accordance with the laws
          of the United States of America.

     b)   That Cinemastar Luxury Theaters, Inc. has a legitimate interest in
          acquiring 424 shares of the stock interest owned by the SELLER,
          providing that all requirements of law have been met to perfect the
          transfer of shares in accordance with the laws of the Mexican
          Republic.


                                      
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     c)   That Cinemastar Luxury Cinemas, Inc. has a legitimate interest in
          acquiring 1 share of the stock interest owned by the SELLER, providing
          that all requirements of law have been met to perfect the transfer of
          shares in accordance with the laws of the Mexican Republic.

     d)   That his authority to act on behalf of the BUYERS is currently in
          force and has not been revoked nor limited in any manner whatsoever.

III. The consummation of the purchase and sale of the 425 shares as provided for
     in this Agreement (the "Closing") shall take place at the offices of
     CinemaStar, on November 23, 1998 (the "Closing Date"). The certificates
     representing the 425 shares and appropriately executed stock powers shall
     be delivered to Buyers.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                     CLAUSES

CLAUSE 1.  PURCHASE AND SALE OF STOCK.

     1.1  PURCHASE OF STOCK. In accordance with the terms and subject to the
          conditions specified in this agreement, the SELLER in this act sells,
          assigns, conveys, transfers, and delivers to the BUYERS the
          certificates, as well as the entire rights, title and interest of 425
          shares of CINEMASTAR, and the BUYERS purchase and acquire the entire
          right, title, and interest of said shares, free and clear of all
          liens, security interests, claims, or liabilities with respect to
          taxes, pledges, voting agreements, or similar restrictions of any kind
          whatsoever, with the understanding that Cinemastar Luxury Theaters,
          Inc. acquire 424 shares, and Cinemastar Luxury Cinemas, Inc. acquire 1
          share of the stock interest owned by the SELLER.

CLAUSE 2. PURCHASE PRICE.

     2.1  The BUYERS shall pay as a purchase price to the SELLER the amount of
          US $330,000.00 (three hundred and thirty thousand dollars 00/100) for
          the transfer of SELLER's ownership interest in CINEMASTAR (the
          "Purchase Price").

     2.2  The BUYERS shall receive the full Purchase Price by means of a
          certified check upon execution of this agreement.

CLAUSE 3. WARRANTIES AND REPRESENTATIONS OF THE SELLER.

     3.1  That, to the extent of their knowledge, all recitals and declarations
          made by them are correct and truthful.

     3.2  That CINEMASTAR is currently in strict compliance of all obligations
          regarding environmental, sanitary, labor, social security, and tax
          issues 


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          applicable by law, and that it has obtained proper authorizations,
          permits, and licenses required by law for its daily course of
          business.

     3.3  That CINEMASTAR does not have any outstanding debts , nor any economic
          or administrative contingency regarding the concepts to which are
          referred in paragraph 3.2 above, arising from of violations or failure
          to comply with the respective laws.

     3.4  That CINEMASTAR is current in the payment of its taxes and other
          contributions, as well as governmental fees and utilities charges,
          whether federal, state or municipal.

     3.5  That CINEMASTAR has no pending lawsuits, trials, proceedings, claims,
          investigations, or any other circumstance of any nature from any
          individual, corporation or governmental agency against it, or of which
          it may be a part, and as a consequence could result in a contingent or
          real liability for CINEMASTAR.

     3.6  That policies for human resources administration, salaries, and other
          labor and fringe benefits, as well as the occupational health and
          safety measures, and training and skill development programs being
          implemented by the company with regard to its employees, are in strict
          observance of the tax, labor, environmental, and social security
          regulations.

     3.7  The Seller is a corporation duly organized, validly existing and in
          good standing under the laws of Mexico, state of Baja California, and
          has full power, corporate or otherwise, legal capacity and authority
          to enter into and perform its obligations under this Agreement.

     3.8  The Seller has taken all action required by law, its Articles of
          Incorporation, and its Bylaws to authorize the execution, delivery and
          performance of this Agreement.

     3.9  This Agreement, upon execution and delivery, shall constitute the
          legal, valid and binding act of the Seller, enforceable against the
          Seller in accordance with its terms (except as enforcement may be
          limited by bankruptcy, insolvency, reorganization, priority, or other
          laws relating to or affecting the enforcement of creditors' rights or
          by laws affecting generally the availability of equitable remedies).

     3.10 The 425 shares shall be issued and delivered to the Buyers free and
          clear of any and all liens, encumbrances, security interests, pledges,
          claims, voting trust agreements and equities of any kind or nature
          except for the interests and encumbrances created by this Agreement.

     3.11 Neither the execution and delivery of this Agreement nor the
          consummation of the transactions contemplated hereby: (A) violate,
          conflict with, result in a breach of, or constitute a default under
          the Articles of Incorporation, Bylaws or other organizational
          documents of the Seller, or any agreement, instrument or obligation to
          which the Seller is a party, or by which its assets 


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          may be bound or affected; (B) violate any order, writ, injunction,
          decree, statute, rule or regulation applicable to the Seller; or (C)
          require the consent, approval or permission of any third party.

CLAUSE 4. INDEMNITY.

     4.1  In addition to the ability of the BUYERS to conduct all kinds of
          investigations on the subject, the SELLER agrees to defend, indemnify
          and hold harmless the BUYERS, its representatives, shareholders,
          administrators, divisions, departments, affiliate companies, parent
          companies, holdings, employees, agents, successors, assignees, and
          other subordinates, against any and all losses, claims, lawsuits,
          actions, damages, liabilities, expenses, and other costs of any nature
          and amount (including legal fees), demanded or not demanded, known or
          unknown, foreseen or unforeseen, ordinary or extraordinary, that may
          arise on or after the execution of this agreement as a consequence of:

          4.1.1 Inaccuracies, false statements or failures to comply with all
                the recitals, clauses, and warranties granted herein or agreed
                upon by the SELLER in this agreement.

          4.1.2 Default of the SELLER with regard to compliance of any term,
                condition, clause, or obligations contained in or derived from
                the present agreement.

          4.1.3 Debt or accounts payable to third parties, including tax
                credits, based on which any creditor may have a right or
                interest in CINEMASTAR's shares.

          4.1.4 The existence of creditors not previously disclosed to the
                BUYERS.

     It is hereby understood that if the BUYERS have suffered hardship, loss,
     claim, lawsuit, action, damage or the necessity to deal with or make
     themselves responsible for any liability, expenses, or other costs of any
     nature and amount stated in this clause, or paid or received by the BUYERS
     or its parent companies, affiliate companies, or employees, the SELLER
     hereby obligates itself to reimburse and pay in full all such expenses and
     other costs as defined in this clause, within 10 days following the date on
     which SELLER is notified of such expenses or damages suffered by the
     BUYERS. Such notice must be acknowledged by means of a receipt and
     forwarded in writing to the address stated herein for all of the SELLERS.

CLAUSE 5.  NOTICES.

     5.1  All communications, notices, service of process, requests, citations,
          and any other that must be made between the parties relating to this
          agreement, including but not limited to changes of domicile, as stated
          below, must be delivered at the following domiciles:


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              BUYER                                      SELLERS

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CLAUSE 6.  TAXES.

     6.1    The parties agree that each party shall be exclusively responsible
            for payment of the corresponding taxes derived from the transfer of
            the shares. Specifically, the SELLER shall be responsible for
            payment of the corresponding income tax caused as a consequence of
            their transfer of shares in favor of the BUYERS.

CLAUSE 7.  AMENDMENTS TO THIS AGREEMENT.

     7.1    Any amendment or addition to the present agreement shall not produce
            legal effect unless same is made in writing and duly signed by all
            of the parties executing this instrument.

CLAUSE 8.  WAIVER OF RIGHTS.

     8.1    The SELLER represents that CINEMASTAR does not owe it any
            compensation, amount or dividend in the present or future, and thus
            expressly waives any right to claim any amount relating to same.

     8.2    Therefore, the sole consideration to be paid to the SELLER are those
            amounts agreed upon herein.

CLAUSE 9.  INTERPRETATION, COMPLIANCE, JURISDICTION AND VENUE.

     9.1    Any controversy or dispute arising from, related to, or as
            consequence of the interpretation and compliance of this agreement
            will be determined by the laws of the Mexican United States, and
            therefore, parties submit to the venue of a jurisdiction of the
            courts of the city of Tijuana, Baja California, Mexico.

CLAUSE 10. SURVIVAL.

     10.1   The representations and warranties of the parties set forth above
            shall survive the Closing.

CLAUSE 11. BINDING AGREEMENT.

     11.1   This Agreement shall inure to the benefit of and be binding on the
            parties hereto and on each of their respective heirs, executors,
            successors, personal representatives, and assigns.


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CLAUSE 12. SEVERABILITY.

     12.1   Should any other provision or portion of this Agreement be held
            unenforceable or invalid for any reason, the remaining provisions
            and portions of this Agreement shall be unaffected by such holding,
            unless to do so would alter substantially the intended effect of
            this Agreement.

CLAUSE 13. SPECIFIC PERFORMANCE.

     13.1   The parties acknowledge and agree that the 425 shares cannot be
            readily purchased and sold in the open market, and for that reason,
            among others, the parties agree that failure to perform the
            obligations under this Agreement will result in irreparable damage
            to the other parties in the event that this Agreement is not
            specifically enforced. Should any dispute arise under this
            Agreement, the parties agree that a decree of specific performance
            shall be an appropriate remedy. All remedies shall be cumulative and
            not exclusive and shall be in addition to all other remedies which
            the parties may have.

CLAUSE 14. WAIVER.

     14.1   A waiver by any Party of any provision of this Agreement shall not
            affect its validity or enforceability or constitute a waiver of
            future enforcement of that provision or of any other provision of
            this Agreement.

CLAUSE 15. COUNTERPARTS.

     15.1   This Agreement may be executed in counterparts, each executed copy
            of which shall be deemed an original, but all of which taken
            together shall constitute one and the same instrument.

CLAUSE 16. HEADINGS.

     16.1   The subject headings of articles, paragraphs, and subparagraphs of
            this Agreement are included for purposes of convenience only, and
            shall not affect the construction or interpretation of any of its
            provisions.

CLAUSE 17. SOLE AND ONLY AGREEMENT.

     17.1   This Agreement supersedes all prior oral or written agreements
            between the parties with respect to their subject matter and
            constitute (along with the documents referred to in this Agreement)
            the sole and only agreements of the parties hereto with respect to
            their subject matter.

CLAUSE 18. ATTORNEY'S FEES.

     18.1   If any of the parties hereto commences an action against the others
            to enforce any of the terms hereof, or to obtain damages for any
            alleged breach of any of the terms hereof, or for a declaration of
            rights hereunder, the losing party or parties shall pay to the
            prevailing party or parties the prevailing party's or parties'
            attorneys' fees and costs incurred in connection 


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            with prosecution of such action, whether or not such action proceeds
            to trial or appeal.

CLAUSE 19. NECESSARY ACTS.

     19.1   All parties to this Agreement shall perform any and all acts as well
            as execute any and all documents that may be reasonably necessary to
            fully carry out the provisions and intent of this Agreement.


     IN WITNESS HEREOF, parties to this agreement execute same with 5 copies on
November 23, 1998 in the city of Tijuana, Baja California, Mexico.


                                   THE SELLER



                      /s/ Mr. Marco Antonio Aleman Bonilla
                  --------------------------------------------
                         ATLANTICO & ASS, S.A. DE C.V.,
                 represented by Mr. Marco Antonio Aleman Bonilla

                                   THE BUYERS






/s/      Mr. Frank J. Moreno              /s/      Mr. Frank J. Moreno
--------------------------------------    --------------------------------------
CINEMASTAR LUXURY THEATERS, INC.          CINEMASTAR LUXURY CINEMAS, INC. 
represented by Mr. Frank J. Moreno        represented by Mr. Frank J. Moreno



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