December 6, 1996  

Mr. Michael Herman
Executive Vice-President, Corporate Affairs
and Secretary
Cineplex Odeon Corporation
1303 Yonge Street
Toronto, Ontario
M4T 2Y9

Dear Mr. Herman:

Cineplex Odeon Corporation ("Cineplex") considers the establishment 
and maintenance of a sound and vital management to be essential to 
protecting and enhancing the best interests of Cineplex and its 
shareholders.  Accordingly, the Board of Directors of Cineplex (the 
"Board") has determined that appropriate steps should be taken to 
reinforce and encourage you to continue employment with Cineplex 
and its subsidiaries (collectively, the "Company").

This Agreement amends (with effect from and after December 6, 1996) 
and restates the agreement dated May 1, 1992 which was accepted by 
you on May 15, 1992, governing your employment with Cineplex.

With the foregoing background, you and Cineplex agree as follows:


1.	Employment and Services

Cineplex will continue to employ you and you will continue to 
perform your full-time services as Executive Vice-President, 
Corporate Affairs and Secretary of Cineplex upon the terms and 
conditions hereinafter set forth.

It is expressly understood and agreed that it shall not be a 
violation of this Agreement for you to (a) serve on corporate, 
civic or charitable boards or committees approved by the Chief 
Executive Officer of Cineplex or engage in such other similar 
activities from time to time as are approved by the Chief Executive 
Officer of Cineplex (such approval not to be unreasonably 
withheld); and (b) manage personal investments; so long as such 
activities do not materially and adversely affect the performance 
by you of your responsibilities as an executive of the Company in 
accordance with this Agreement and do not reflect adversely on the 
Company to a material extent.  It is further understood and agreed 
that to the extent that any such activities have been conducted by 
you prior to the Effective Date (as hereinafter defined) and have 
been notified to the current Chief Executive Officer of Cineplex in 
writing prior to the date hereof, the continued conduct of such 
activities subsequent to the Effective Date shall thereafter be 
deemed not to materially and adversely affect your ability to 
perform your responsibilities hereunder or to reflect adversely on 
the Company.

You will perform such services as required from time to time by 
Cineplex's Chief Executive Officer provided, however that without 
your prior consent you shall not be required to perform services 
other than those comparable in scope and dignity to those you were 
performing as at December 6, 1996.  Without limiting the generality 
of the foregoing, services to be performed by you shall be deemed 
to be not comparable in scope and dignity to those you were 
performing as at December 6, 1996, if there shall occur a material 
adverse change in your status, position or salary group or scope of 
responsibility as an executive in effect immediately prior to the 
Effective Date including, without limitation, (i) a material 
diminution of the scope of your duties or responsibilities; (ii) 
the assignment to you of any duties or areas of responsibilities 
which are materially inconsistent with such status or position(s) 
or responsibilities undertaken immediately prior to the Effective 
Date; or (iii) any removal of you from or any failure to reappoint 
or re-elect you to the offices referred to in the first paragraph 
of this Section 1 (except in connection with the termination of 
your employment pursuant to Section 7); provided, however, that in 
the event of any such occurrence, Cineplex shall have ten Business 
Days following receipt of notice (given in accordance with 
Section 12) from you to cure such occurrence.  In this Agreement, 
"Business Day" means a day other than a Saturday or Sunday on which 
banks are open for business for normal business hours in the City 
of Toronto.


2.	Results and Proceeds

As your employer, Cineplex shall own all rights in and to the 
results and proceeds connected with or arising out of, directly or 
indirectly, your services hereunder.


3.	Term

The term of this Agreement shall commence on January 1, 1996 (the 
"Effective Date") and, subject to Sections 7, 8 and 9A, continue 
until January 1, 1999 (the "Expiry Date"), unless extended pursuant 
to the provisions of this Section 3.

Cineplex and you agree and acknowledge that neither Cineplex nor 
you has any obligation to renew this Agreement or to continue your 
employment after expiration of the term hereunder, and Cineplex and 
you expressly acknowledge that no promises or understandings to the 
contrary have been made or reached.  Subject to Subsection 8(a) and 
Sections 9A and 10 hereof:

	(a)	if you determine not to renew this Agreement upon its 
expiry, you shall notify Cineplex in writing on or before the 
date which is six months prior to the Expiry Date (or six 
months prior to the expiry of any extension of this Agreement 
provided for herein) (provided that if such date is not a 
Business Day, on or before the immediately preceding Business 
Day) (such date being herein called the "Six Month Notice 
Date"); or

	(b)	if Cineplex determines not to renew this Agreement upon 
its expiry, Cineplex shall notify you in writing on or before 
the Six Month Notice Date.

Failing such notice by either party, the term of this Agreement 
shall be deemed to have been extended by a period of one year from 
the date upon which it would otherwise have expired and the "Expiry 
Date" shall mean the last day of such year.  Failure to give such 
notices from time to time shall again operate to extend the term 
for further periods of one year each; provided that any extension 
which would otherwise extend the term beyond your normal retirement 
age (applicable to employees generally under company policy) shall 
only extend the term to your normal retirement age.  The parties 
acknowledge that the normal retirement age is presently 65.

You and Cineplex hereby agree that the provisions of Section 2 of 
the Employers and Employees Act (Ontario) shall not apply to this 
Agreement.


4.	Compensation

	(a)	Base Salary

	For your services rendered under this Agreement, Cineplex 
shall pay you a base salary of Two Hundred and Fifty Thousand 
Canadian Dollars ($250,000 Cdn.) commencing January 1, 1996, 
or at such higher salary as may be determined by the Board and 
Cineplex's Chief Executive Officer at a review to be held 
annually or more frequently if the Board and Cineplex's Chief 
Executive Officer so determine (the "Base Salary").  The Base 
Salary shall be paid in equal instalments on Cineplex's 
regular paydays during the term, subject to usual and required 
payroll deductions and withholdings.


	(b)	Bonus

	You acknowledge that the payment of bonuses in any year is a 
matter in the sole discretion of the Board.  Cineplex confirms 
to you its existing policy that the question of bonus payments 
will be considered by the Board at least annually; that 
bonuses, if any, may be in amounts equal to up to 100% of Base 
Salary and may be paid in cash, Cineplex common shares or a 
combination of the two; and that the decision as to payment 
and amount will take into account primarily individual 
performance and corporate performance and may take into 
account such other secondary factors as the Board deems 
appropriate.  Any decision of the Board with respect to the 
amount or form of a bonus, if any, shall be final and binding 
upon you.


	(c)	Stock Options

	You acknowledge that the issuance of stock options is a matter 
in the sole discretion of the Board.  Cineplex confirms to you 
its existing policy that the question of issuance of stock 
options will be considered by the Board at least annually.  
Subject to the terms of Cineplex's stock option plan, as from 
time to time in effect, any decision of the Board with respect 
to the quantity or terms of a stock option grant, if any, will 
be final and binding on you.


5.	Place and Condition of Employment

You shall not be required, without your consent, to perform your 
primary duties under this Agreement in a location other than in the 
Municipality of Metropolitan Toronto, nor shall you be required to 
travel to a materially greater extent than you were at the 
Effective Date.


6.	Vacation

You shall be entitled to vacation with pay during the term of this 
Agreement in accordance with Cineplex vacation policy which was 
current at the Effective Date, which shall in no event be less than 
four weeks per annum.


7.	Termination by Cineplex

Cineplex may terminate your employment hereunder:

	(a)	subject as hereinafter provided, without notice for such 
cause as would entitle Cineplex at law to terminate your 
employment without notice; provided such termination occurs 
within one month of the circumstances providing a basis for 
such termination first coming to the attention of Cineplex's 
Chief Executive Officer;

	(b)	on not less than 90 days' notice to you in either of the 
following events:

		(i)	you engage in activities outside the scope of your 
employment which do not meet the requirements for such 
activities set forth in the second paragraph of 
Section 1; or

		(ii)	you engage in conduct which constitutes a material 
breach of the Cineplex Code of Conduct and 
Confidentiality (a copy of which is attached hereto) as 
amended from time to time; and

	you fail to desist from such activities or conduct within ten 
Business Days of being requested to do so in writing by a 
notice signed by Cineplex's Chief Executive Officer which 
describes such activity or conduct with reasonable 
particularity and states the basis on which Cineplex's Chief 
Executive Officer has determined that such activities or 
conduct is inconsistent with this Agreement or the Cineplex 
Code of Conduct and Confidentiality; provided that in the case 
of any such event referred to in paragraph (ii) which has (to 
an extent or in a manner which cannot be remedied) materially 
and adversely affected your ability to perform your 
responsibilities as an executive of the Company and does 
reflect adversely on the Company to a material extent, no such 
request to desist by Cineplex's Chief Executive Officer and 
ten Business Days cure period shall be required.  
Notwithstanding the foregoing, Cineplex shall not be entitled 
to terminate your employment hereunder pursuant to 
subparagraph 7(b)(ii) above if the conduct complained of is 
the same as, or is substantially similar to, conduct engaged 
in by other executives of Cineplex which has not given rise to 
complaint by Cineplex;

	(c)	if you have suffered a disability which makes you 
eligible to receive the maximum benefit payable under 
Cineplex's long term disability insurance plan, but in no case 
shall such right be exercised until six months from the date 
of the commencement of such disability, or until the date the 
first payment is received under the plan, whichever is later; 
or

	(d)	as provided in Section 3.

The rights of Cineplex under this Section 7 shall not be affected 
by the occurrence of a Material Change.


8.	Termination by You

In addition to your rights under Section 9A, you may terminate your 
employment hereunder:

	(a)	at any time on not less than 90 days' written notice in 
the event that Cineplex gives you notice of non-renewal of 
this Agreement pursuant to Section 3; or

	(b)	at any time on not less than 60 days' written notice in 
the event that Cineplex fails in any material respect to 
perform its obligations hereunder; provided that Cineplex 
shall be deemed to have failed to perform its obligations 
hereunder in a material respect in the event of:

		(i)	a reduction by Cineplex in your Base Salary as in 
effect from time to time;

		(ii)	failure by Cineplex to pay or cause to be paid to 
you any amounts awarded and due to you by way of bonus 
in accordance with Subsection 4(b); or

		(iii)	the failure by Cineplex to continue in effect any 
benefit plan listed in Schedule I, special benefit 
listed in Schedule II, or other similar employee benefit 
plan introduced by the Board after the Effective Date 
(which subsequently introduced plan has not been 
discontinued by resolution of the Board pursuant to a 
power to do so provided for in the terms of the plan 
when first introduced) (collectively, "Benefit Plans") 
in which you are participating from time to time (unless 
you are otherwise provided with at least substantially 
similar benefits as evidenced by the written opinion of 
a nationally recognized employee benefits consulting 
firm, a copy of which is provided to you) or the taking 
of any action, or the failure to act, by Cineplex which 
would adversely affect your continued participating in 
any of such Benefit Plans (or other substantially 
similar benefit arrangements) on at least as favourable 
a basis to you as is the case at the Effective Date or 
which would materially reduce your benefit in the future 
under any of such Benefit Plans (or other substantially 
similar benefit arrangements);

	provided that Cineplex shall have ten Business Days following 
receipt of written notice from you to cure any such 
occurrence.  Provided further that if a Material Change (as 
defined in Section 9A hereof) shall occur and, thereafter but 
prior to the termination of your employment consequent upon 
such Material Change, Cineplex shall fail in any material 
respect to perform its obligations under the third paragraph 
of Section 1, you shall not, during the period of 180 days 
following the date on which you become aware that the Material 
Change has occurred, rely on your right to terminate your 
employment under this Section 8 to effect a termination at an 
earlier date than would have been permitted under Section 9A. 
 Except as provided in the immediately preceding sentence, 
your rights under this Section 8 shall not be affected by the 
occurrence of a Material Change.


9.	Benefits

During the term of your employment hereunder:

	(a)	Cineplex shall reimburse you for your reasonable and 
necessary business expenses in accordance with its then 
prevailing policy (which shall include appropriate itemization 
and substantiation of expenses incurred);

	(b)	You shall be entitled to participate in the Benefit 
Plans referred to in paragraph 8(b)(iii) (or other 
substantially similar benefit arrangements refereed to in 
paragraph 8(b)(iii)); and

	(c)	You shall be entitled to secretarial, transportation and 
other facilities commensurate with that which you receive at 
present.

You further expressly agree and acknowledge that after termination 
of your employment you are entitled to no additional benefits not 
expressly set forth in Section 10 and Schedule II, except as 
specifically provided under the Benefit Plans (or other 
substantially similar benefit arrangements referred to in paragraph 
8(b)(iii)) and subject in all cases to the terms and conditions of 
each such plan.


9A.	Material Change

	(a)	No Modification of Other Rights

	Cineplex, on behalf of itself and its shareholders, wishes to 
assure itself of continuity of management in the event of any 
Material Change (as defined in Subsection (b) of this 
Section 9A).  The rights provided under this Section 9A will 
only take effect in the event of a Material Change and 
Cineplex is not obligated to continue your employment after 
the expiration of the term under Section 3 of this Agreement, 
and this Section 9A does not otherwise modify any of 
Cineplex's rights or obligations under the other provisions of 
this Agreement.


	(b)	Definition of Material Change 

	For the purposes of this Agreement, a "Material Change" shall 
mean any one of the following events:

		(i)	either MCA INC. or the Claridge Group (as 
hereinafter defined) shall dispose of all or 
substantially all of its direct or indirect shareholding 
in Cineplex;

		(ii)	either MCA INC. or the Claridge Group nominates, in 
fact, a majority of the directors to be elected at any 
meeting of shareholders at which directors are to be 
elected and such nominees are elected;

		(iii)	Cineplex ceases in fact to be the manager, directly 
or indirectly, of all or substantially all of the assets 
employed from time to time in carrying on the business 
of any Principal Business Unit (as hereinafter defined) 
or Cineplex, directly or indirectly, discontinues or 
disposes of all or substantially all the business of any 
Principal Business Unit without retaining management of 
such business as aforesaid and, in either case, as a 
consequence, the scope and dignity of your services 
cease to be comparable to the scope and dignity of the 
services which you were performing as at December 6, 
1996 including, without limitation, in any particular 
respect referred to in the third paragraph of Section 1. 
 In this Agreement, "Principal Business Unit" means each 
of Cineplex's Canadian Theatre Division and U.S. Theatre 
Division;

		(iv)	any person or group of persons acting jointly or in 
concert (including any persons deemed to be an "offeror" 
or "beneficial owner" of securities of Cineplex for the 
purposes of the Securities Act (Ontario) or the 
Securities Exchange Act, 1934) (hereinafter, a "Person 
or Group") acquire or are deemed (by or under applicable 
legislation) to acquire a number of common shares of 
Cineplex greater than the number of common shares held 
by the Claridge Group and, at any meeting of 
shareholders at which directors are elected held within 
three years of such event, any of the nominees for 
election to the Board named by the Board in the 
management proxy circular are not elected to the Board;

		(v)	Cineplex's head office activities shall be 
relocated to a place other than the Municipality of 
Metropolitan Toronto; and/or

		(vi)	a Person or Group acquires or are deemed (by or 
under applicable legislation) to acquire shares of 
Cineplex entitled to 20% or more of the then outstanding 
votes and, as a consequence thereof, the scope and 
dignity of your services cease to be comparable to the 
scope and dignity of the services which you were 
performing as at December 6, 1996, including, without 
limitation, in any particular respect referred to in the 
third paragraph of Section 1.

	In this Section 9A, "Claridge Group" means, collectively, 
Charles R. Bronfman, E. Leo Kolber and The Charles R. Bronfman 
Trust and their respective associates (as defined in the 
Securities Act (Ontario)).


	(c)	Optional Early Termination by Executive Following 
Material Change 

	In consideration of the mutual covenants and obligations of 
the parties under this Agreement, Cineplex agrees that 
following the occurrence of a Material Change, you may 
voluntarily and at your sole option terminate your employment 
hereunder without giving any reason, provided that your 
employment has not been otherwise terminated by Cineplex 
pursuant to Section 7 or by you pursuant to Section 8.  You 
may exercise the foregoing option to terminate this Agreement 
by a "Notice of Termination" (as defined in Section 12) to 
Cineplex received not later than the 270th day following the 
date on which you become aware that such Material Change has 
occurred.  Such Notice of Termination shall specify an 
effective date of termination which is not earlier than either 
90 days after the Notice of Termination is given or 180 days 
after the date on which you become aware that the Material 
Change has occurred.


10.	(A)	Compensation Due Executive Upon Termination

	(a)	If your employment shall be terminated by you pursuant 
to Subsection 8(a), Cineplex shall pay to you in a lump sum in 
cash on the Employment Termination Date (as defined in Section 
12), the aggregate of the following amounts:

		(i)	an amount equal to the Base Salary then being paid 
to you which would have otherwise been paid to you from 
the Employment Termination Date to the Expiry Date; and

		(ii)	in the case of compensation, if any, previously 
deferred, all amounts of such compensation previously 
deferred and not yet paid by Cineplex.

	(b)	If Cineplex shall give notice of non-renewal of this 
Agreement pursuant to Section 3 on or before the Six Month 
Notice Date and you do not terminate your employment pursuant 
to Subsection 8(a), Cineplex shall pay to you in a lump sum in 
cash on the Expiry Date, the aggregate of the following 
amounts:

		(i)	an amount equal to the annual Base Salary then 
being paid to you; and

		(ii)	in the case of compensation, if any, previously 
deferred, all amounts of such compensation previously 
deferred and not yet paid by Cineplex.

	(c)	If your employment shall be terminated by you pursuant 
to Subsection 8(b), Cineplex shall pay to you in a lump sum in 
cash on the Employment Termination Date, the aggregate of the 
following amounts:

		(i)	an amount equal to the greater of (a) an amount 
equal to the most recent bonus awarded to you, plus the 
Base Salary (prior to any reduction thereof as provided 
in Subsection 8(b)(i)) then being paid to you which 
would have otherwise been paid to you from the 
Employment Termination Date to the Expiry Date, and (b) 
one and one-half times the sum of the most recent bonus 
awarded to you and the annual Base Salary (prior to any 
reduction thereof as provided in Subsection 8(b)(i)) 
then being paid to you; and

		(ii)	in the case of compensation, if any, previously 
deferred, all amounts of such compensation previously 
deferred and not yet paid by Cineplex.

	For the purposes of this paragraph 10(A)(c), any bonus which 
was awarded otherwise than in cash shall be valued at the fair 
market value thereof which, in the case of common shares of 
Cineplex, shall be deemed to be the closing price on The 
Toronto Stock Exchange on the trading day immediately 
preceding the date on which the bonus was paid or became 
payable.

	(d)	If your employment shall be terminated by you pursuant 
to Section 9A, Cineplex shall pay to you in a lump sum in cash 
on the Employment Termination Date, an amount equal to the 
greater of:

		(i)	the Base Salary then being paid to you which would 
have otherwise been paid to you from the Employment 
Termination Date to the Expiry Date; and

		(ii)	the aggregate of: 

			(1)	if not theretofore paid, the Aggregate 
Compensation (as hereinafter defined) for a period 
equal to the greater of: (x) the period from the 
date of the Material Change to the Employment 
Termination Date; and (y) six months;

			(2)	an amount equal to one and one-half times the 
Aggregate Compensation; and

			(3)	in the case of compensation, if any, 
previously deferred, all amounts of such 
compensation previously deferred and not yet paid 
by Cineplex.

		For the purposes of this paragraph 10(A)(d)(ii), 
"Aggregate Compensation" means the Base Salary and the 
most recent bonus due or paid to you in or in respect of 
the period of one year immediately preceding the date of 
the Material Change, provided that if no bonus was paid 
or due to you in or in respect of such period, there 
shall be added to the said Base Salary the amount of the 
then most recent bonus paid or due to you in respect of 
the period of one year.  For the purposes of determining 
Aggregate Compensation, any bonus which was awarded 
otherwise than in cash shall be valued at the fair 
market value thereof which, in the case of common shares 
of Cineplex, shall be deemed to be the closing price on 
The Toronto Stock Exchange on the trading day 
immediately preceding the date on which the bonus was 
paid or became payable.


	(B)	Benefits Due Executive Upon Termination

	(i)	Benefits

	If your employment shall be terminated by you pursuant to 
Sections 8 or 9A or if Cineplex shall give a notice pursuant 
to Section 3:

		(a)	Subject as hereinafter provided, for a period of 
one and one-half years following the Employment 
Termination Date Cineplex shall continue benefits 
to you and/or your family under the Benefit Plans 
(or other substantially similar arrangements 
referred to in paragraph 8(b)(iii)) at least equal 
to those which would have been provided to them if 
your employment had not terminated, if and as in 
effect at any time during the 90 day period 
immediately preceding the Employment Termination 
Date or, if more favourable to you, as in effect at 
any time thereafter during such one and one-half 
year period with respect to other key executives 
and their families.

		(b)	Cineplex shall use its best efforts to make such 
arrangements with you (at no material additional 
net cost to itself) as may be necessary to permit 
continuation of benefits as contemplated by 
paragraph 10(B)(i)(a).  If under the terms of any 
Benefit Plan (or other substantially similar 
benefit arrangements referred to in paragraph 
8(b)(iii)) it is not possible to continue as 
aforesaid the benefit of such Benefit Plan (or 
other such arrangements) following termination of 
your employment, Cineplex shall provide at least 
substantially similar benefits (as evidenced by the 
written opinion of a nationally recognized employee 
benefits consulting firm, a copy of which will be 
provided to you) unless such replacement benefit 
exceeds in its cost that of the original benefit, 
in which event Cineplex shall be obliged only to 
provide a replacement benefit to the extent of its 
cost of the original Benefit Plan (or other such 
similar arrangements).

	(ii)	Stock Option Arrangements

	Notwithstanding any other provisions in any Cineplex stock 
option plan or agreement, but subject to regulatory approval 
and subject to Section 6.06 of the Cineplex Stock Option Plan, 
as amended from time to time, in the event you terminate your 
employment pursuant to Subsection 9A(c) or Cineplex terminates 
your employment for any reason, then you (or your personal 
representative) shall remain entitled to exercise any stock 
options previously granted to you and then exercisable at any 
time until the expiration of the full term of the exercise 
period relating to each of such vested stock options.  In 
connection with the termination of your employment, Cineplex 
shall use its best efforts to make such arrangements with you 
(at no material cost to Cineplex) or to obtain necessary 
regulatory clearances (at no material inconvenience to 
Cineplex) as may be necessary to permit the continuation of 
such vested stock options as aforesaid.    Your rights under 
this paragraph (ii) are in addition to your rights under any 
stock option plans and agreements.


	(C)	General Provisions Re: Amounts Due Executive Upon 
Termination	

Except for claims for monies actually due and payable to Cineplex 
by you, Cineplex's obligation to make the payment provided for in 
this Section 10 and otherwise to perform its obligations hereunder 
shall not be affected by any circumstances, including, without 
limitation, any set-off, counterclaim, recoupment, defense or other 
claim (based on termination by Cineplex or otherwise), right or 
action which Cineplex may have against you or others.  All payments 
made to you pursuant to this Section 10 shall be subject to any 
withholding of (or in respect of) tax required by law provided that 
such withholding shall be at the lowest amount permitted by law.  
Further, provided that there is no additional cost to Cineplex, 
Cineplex will co-operate with you to structure payments provided in 
this Section 10 in a manner which will be most tax effective for 
you. 

10A.	Confidentiality

All confidential records, material and information and copies 
thereof, and all trade secrets concerning the business or affairs 
of Cineplex obtained by you in the course of your employment shall 
remain the exclusive property of Cineplex.  During your employment, 
you shall not reveal, divulge or make known the contents of such 
confidential records or any of such confidential information or 
trade secrets to any person or entity other than to Cineplex, 
Cineplex's qualified employees, Cineplex's professional advisors 
and other persons on a "need to know" basis in connection with 
matters directly relating to Cineplex, and you shall not, following 
the termination of your employment hereunder for any reason, 
reveal, divulge or make known the contents of such confidential 
records or any of such confidential information or trade secrets to 
any person or entity for any purpose whatsoever or make use thereof 
for your own or any other person's or entity's benefit.  For the 
purposes hereof, confidential records, material and information 
include information known or used by Cineplex in connection with 
its business including, but not limited to, any design, prototype, 
compilation of information, data, program, code, method, technique 
or process, information relating to any product, device, equipment 
or machine, information about or relating to Cineplex's customers 
and suppliers and Cineplex's markets and marketing plans, present 
and future, information about or relating to Cineplex's potential 
business ventures and locations, financial information of all kinds 
relating to Cineplex and its activities, all inventions, ideas, and 
related material but does not include any of the foregoing which is 
or becomes a matter of public knowledge.

You acknowledge and agree that all restrictions contained in this 
Section are reasonable and valid and all defences to the strict 
enforcement thereof by Cineplex are hereby waived by you.  If any 
covenant contained in this Section or any portion of this Section 
shall be held to be unreasonable for any reason, then such covenant 
shall be given effect to in such reduced form as may be decided by 
any court of competent jurisdiction, the intent being that such 
covenant shall have effect to the maximum extent permitted by law. 
 If, notwithstanding the foregoing, any covenant or any portion of 
any such covenant should be held to be unenforceable or be declared 
invalid for any reason, such unenforceability or invalidity shall 
not affect the enforceability or validity of the remaining portions 
of this Section and such enforceable or invalid covenant or portion 
thereof shall be severable from the remainder of this Section.



11.	Legal Costs

Cineplex agrees to pay (as incurred by you) to the full extent 
permitted by law, all legal fees and expenses which you may 
reasonably incur as a result of any contest by Cineplex or others 
relating to this Agreement in which you are substantially 
successful on the merits.


12.	Notices

All notices and other communications hereunder shall be in writing 
and shall be given by hand delivery to the other party or by 
registered or certified mail, return receipt requested, postage 
prepaid, addressed as follows:

	If to you:		Mr. Michael Herman
				Cineplex Odeon Corporation
				1303 Yonge Street
				Toronto, Ontario
				M4T 2Y9

	with a copy to:	Mr. Michael Herman
				84 Elwood Boulevard
				Toronto, Ontario
				M5N 1G8
				
	If to Cineplex:	Cineplex Odeon Corporation
				1303 Yonge Street
				Toronto, Ontario
				M4T 2Y9

				Attention:	Chief Executive Officer

or to such other address as either party shall have furnished to 
the other in writing in accordance herewith.  Notice and 
communications shall be effective when actually received by the 
addressee.

Any termination by either party pursuant to this Agreement shall be 
communicated by Notice of Termination to the other given in 
accordance with this Section 12.  For purposes of this Agreement, a 
"Notice of Termination" means a written notice which:

	(a)	states the specific provision of this Agreement relied 
upon;

	(b)	sets forth in reasonable detail the facts and 
circumstances claimed to provide a basis for termination of 
your employment under the provision so stated; and

	(c)	if the termination date is other than the date of 
receipt of such notice, specifies the termination date (which 
date shall be not more than 15 days after the giving of such 
notice, except as otherwise may be provided in this Agreement) 
(the "Employment Termination Date").


13.	No Mitigation

You shall not be obligated to seek other employment or otherwise 
mitigate the amounts payable to you under any of the provisions of 
this Agreement, nor shall any amounts payable to you hereunder be 
reduced by any compensation earned by you as a result of employment 
by another employer after the Employment Termination Date, or 
otherwise, if you terminate your employment pursuant to Section 9A 
hereof.  In all other circumstances, you shall be under a duty to 
attempt to mitigate amounts payable to you by seeking other 
employment (other than as a lawyer) and amounts payable to you 
hereunder shall be reduced by compensation earned by you (for 
greater certainty, including compensation earned by you if you 
return to the practice of law) as a result of employment by another 
employer.


14.	Successors

This Agreement shall inure to the benefit of and be binding upon 
Cineplex and its successor by way of merger, amalgamation, 
reorganization or otherwise.  Cineplex shall not take any action or 
enter into any contract as a result of which Cineplex would not be 
able to make the payments herein provided for in the event of your 
termination of employment consequent upon a Material Change.


15.	Severability; Entire Agreement; Amendments

This Agreement has been fully authorized by all necessary corporate 
action on the part of Cineplex; constitutes a valid and legally 
binding obligation of Cineplex; and sets forth the entire 
understanding between us.  There are no terms, conditions, 
representations, warranties or covenants other than those contained 
herein.  No terms or provision of this Agreement may be amended, 
waived, released, discharged or modified in any respect except in 
writing, signed by the appropriate party(s).  No waiver of any 
breach or default shall constitute a waiver of any other breach or 
default, whether of the same or any other covenant or condition.  A 
delay or failure to assert rights or a breach of this Agreement 
shall not be deemed to be a waiver of such rights either with 
respect to that breach or any subsequent breach.  The invalidity or 
unenforceability of any provision of this Agreement shall not 
affect the validity or enforceability of any other provision of 
this Agreement.


16.	Cineplex Code of Conduct and Confidentiality

Attached hereto and made a part of this Agreement is a copy of the 
Cineplex Code of Conduct and Confidentiality.  You confirm that you 
have read, understand and will comply with such Code of Conduct and 
Confidentiality, and any amendments thereto which you receive, such 
amendments to be consistent with the tenor of the current Code of 
Conduct and Confidentiality and not in violation of public policy.



17.	Governing Law

This agreement shall be governed by and construed in accordance 
with the laws of the Province of Ontario.

				Yours very truly,

		CINEPLEX ODEON CORPORATION

		Allen Karp
	By:_______________________________


AGREED this 6th day of December, 1996.

Michael Herman
______________________________
MICHAEL HERMAN




	SCHEDULE II

Cineplex shall pay all necessary fees, dues and other amounts 
required to maintain your status as a member in good standing of 
The Law Society of Upper Canada and of The Canadian Bar Association 
(Ontario).