December 6, 1996  
 
Mr. Allen Karp 
President and Chief Executive Officer 
Cineplex Odeon Corporation 
1303 Yonge Street 
Toronto, Ontario 
M4T 2Y9 
 
Dear Mr. Karp: 
 
Reference is made to the employment agreement between you and  
Cineplex Odeon Corporation dated July 4, 1996.  This letter amends  
(with effect from and after July 4, 1996) the said letter agreement  
as follows: 
 
1.	The semicolon at the end of Subsection 7(b) is hereby deleted  
and replaced by a period and the following is added thereafter:  
"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;". 
 
2.	The words ("except those contemplated in your Performance- 
Based Option Agreement)" appearing in the 9th and 10th lines of  
Paragraph 10(B)(ii) are hereby deleted.   
 
In all other respects, the terms and provisions of the said letter  
agreement are hereby ratified and confirmed and shall remain  
unamended. 
 
	Yours very truly, 
 
	CINEPLEX ODEON CORPORATION 
 
 
	        Robert Rabinovitch				 
	By:______________________________ 
 
 
AGREED this 6th day of December, 1996. 
 
Allen Karp
_______________________________________ 
Allen Karp 




July 4, 1996   
 
Mr. Allen Karp 
President and Chief Executive Officer 
Cineplex Odeon Corporation 
1303 Yonge Street 
Toronto, Ontario 
M4T 2Y9 
 
Dear Mr. Karp: 
 
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").  At the same  
time, you wish to have the term of your current employment  
agreement with Cineplex extended with a view to both you and  
Cineplex confirming the long term nature of our relationship. 
 
This Agreement amends (with effect from and after July 4, 1996) and  
restates the agreement dated December 1, 1994 which was accepted by  
you on December 19, 1994, 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 President and Chief Executive  
Officer of Cineplex and President and Chief Executive Officer and  
director of its material subsidiaries upon the terms and conditions  
hereinafter set forth.  Cineplex's obligation to cause your  
appointment or election as President and Chief Executive Officer  
and director of any material subsidiary shall be subject to the  
provision that such election or appointment be in accordance with  
applicable laws.  Notwithstanding the foregoing if in relation to  
any material subsidiary the Board of Directors so resolves and you  
agree, Cineplex shall not be obligated to cause your appointment as  
President and Chief Executive Officer of such material subsidiary  
provided that the individual appointed to that office reports (for  
all management purposes) solely and directly to you. 
 
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 Chairman  
of the Compensation Committee of the Board (such approval not to be  
unreasonably withheld); (b) deliver lectures, fulfil speaking  
engagements or teach at educational institutions; and (c) 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 Chairman of the Compensation Committee of the Board  
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 the  
Board; 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 July 4, 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 July 4, 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 addition to Cineplex or any  
subsidiary of new executive positions with equal or greater title,  
status or responsibility; (iii) any material change in your  
reporting responsibility; (iv) 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 (v) 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.  For greater certainty, it shall be a material  
adverse change in your status and position if you shall cease to be  
a member of the Board, unless such change results from your  
voluntary resignation or refusal to stand for re-election or unless  
your appointment to the Board is contrary to applicable laws.  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, 1995 (the  
"Effective Date") and, subject to Sections 7, 8 and 9A, continue  
until January 1, 2001 (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 one year prior to the Expiry Date (or one year  
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 "One Year 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 One Year Notice Date or thereafter on any Business Day  
during the first six (6) months of the last year of the term  
hereof (or during the first six (6) months of any extension  
thereof provided for herein) (such six (6) month period being  
herein called the "Six-Month Notice Period") provided that  
Cineplex may, instead of providing notice of non-renewal on or  
before the One Year Notice Date, be entitled to deliver  
written notice to you on or before the One Year Notice Date  
electing not to renew this Agreement upon its expiry and  
terminating your employment hereunder effective on the One  
Year Notice Date.  For greater certainty, if Cineplex  
determines not to renew this Agreement upon its expiry after  
the One Year Notice Date but during the Six-Month Notice  
Period, it may not, except as permitted pursuant to Subsection  
7(a), deliver to you notice of immediate termination during  
that period, but only notice of non-renewal as aforesaid. 
 
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 U.S. Five Hundred and Fifty  
Thousand Dollars (U.S. $550,000) commencing January 1, 1995,  
or at such higher salary as may be determined by the Board at  
a review to be held annually or more frequently if the Board  
so determines (the "Base Salary").  The Base Salary shall be  
converted into Canadian dollars as hereinafter provided and  
shall be paid in equal instalments on Cineplex's regular  
paydays during the term, subject to usual and required payroll  
deductions and withholdings. 
 
	For the period January 1 to June 30 of each year, the Base  
Salary shall be converted into Canadian dollars at the Bank of  
Canada noon rate on November 15 of the prior year or, if such  
date is not a Business Day, on the immediately preceding  
Business Day.  For the period July 1 to December 31 of each  
year, the Base Salary shall be converted into Canadian dollars  
at the Bank of Canada noon rate on May 15 of such year  
provided that if such date is not a Business Day, on the  
immediately preceding Business Day.  You and Cineplex agree to  
review the manner in which the Base Salary is converted into  
Canadian dollars in the event of significant changes in the  
exchange rate. 
 
 
	(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.  Bonus payments shall be converted into Canadian  
dollars at the Bank of Canada noon rate on either November 15  
or May 15 (or if such date is not a Business Day, the  
immediately preceding Business Day) depending on the period in  
which they are paid as provided in Subsection 4(a). 
 
 
	(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 the Chairman  
of the Compensation Committee of the Board; 
 
	(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 the Chairman of the Compensation Committee of  
the Board which describes such activity or conduct with  
reasonable particularity and states the basis on which the  
Board 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 the Chairman of the Compensation  
Committee of the Board and ten Business Days cure period shall  
be required; 
 
	(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; 
 
	(d)	on not less than six months' notice to you (or immediate  
notice together with payment by Cineplex to you of six months'  
Base Salary) given at any time during the term of this  
Agreement; or 
 
 
	(e)	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 (as opposed to notice of  
non-renewal and termination of your employment 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 July 4, 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 July 4, 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 One Year  
Notice Date (as opposed to notice of non-renewal and  
termination of your employment pursuant to Section 3) 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 Cineplex shall give notice of non-renewal and  
termination of your employment pursuant to Section 3 on or  
before the One Year Notice Date (as opposed to notice of non- 
renewal of this Agreement pursuant to Section 3), 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 two times your Average  
Compensation (as defined in Subsection 10(A)(e)); and 
 
		(ii)	in the case of compensation, if any, previously  
deferred, all amounts of such compensation previously  
deferred and not yet paid by Cineplex. 
 
	(d)	If Cineplex shall give notice of non-renewal of this  
Agreement pursuant to Section 3 within the Six-Month Notice  
Period 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 two times your Average  
Compensation less the amount of Base Salary paid to you  
from the date of your receipt of such notice of non- 
renewal 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. 
 
	(e)	For the purposes of paragraphs 10(A)(c)(i) and  
10(A)(d)(i), "Average Compensation" means the sum of the Base  
Salary and any bonus, in both cases, paid or payable to you  
for, or in respect of, the three (3) calendar years  
immediately preceding the year in question, all divided by 3.  
 For these purposes, the year in question means: 
 
		(1) for the purposes of paragraph 10(A)(c)(i), the year  
in which the One Year Notice Date occurs; or 
 
		(2) for the purposes of paragraph 10(A)(d)(i), the year  
in which the Expiry Date occurs. 
 
	In any such case, the amounts in question shall be as reported  
on Revenue Canada Taxation Form T-4 and, if applicable, T-4A  
issued by Cineplex.  For the purposes of determining Average  
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. 
 
	(f)	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 greater of: 
 
		(x) 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) two 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; and 
 
		(y)	the aggregate of the following amounts: 
 
			(i)	an amount equal to the Aggregate Compensation  
which would have otherwise been paid to you from  
the Employment Termination Date to the Expiry Date;  
and 
 
			(ii)	an amount equal to one times your Aggregate  
Compensation; and 
 
			(iii)	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)(f), "Aggregate  
Compensation" means the sum of the Base Salary and any bonus,  
in both cases, paid or payable to you for, or in respect of,  
the three (3) calendar years immediately preceding the year in  
which the notice in question is given by you, all divided by  
three.  In any such case, the amounts in question shall be as  
reported on Revenue Canada Taxation Form T-4 and, if  
applicable, T-4A issued by Cineplex. 
 
	For the purposes of this paragraph 10(A)(f), 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. 
 
	(g)	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 two 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)(g)(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. 
 
	(h)	If your employment shall be terminated by Cineplex  
pursuant to Subsection 7(d), 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 Aggregate Compensation which  
would have otherwise been paid to you from the  
Employment Termination Date to the Expiry Date; and 
 
		(ii)	an amount equal to one times your Aggregate  
Compensation; and 
 
		(iii)	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)(h), "Aggregate  
Compensation" means the sum of the Base Salary and any bonus,  
in both cases, paid or payable to you for, or in respect of,  
the three (3) calendar years immediately preceding the year in  
which the notice in question is given to you, all divided by  
three.  In any such case, the amounts in question shall be as  
reported on Revenue Canada Taxation Form T-4 and, if  
applicable, T-4A issued by Cineplex.  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 date 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 Subsection 7(d) or Section 3: 
 
		(a)	Subject as hereinafter provided, for a period of  
two 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 two 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 relating to the  
acceleration of the vesting of options in any Cineplex stock  
option plan or agreement, subject to regulatory approval, in  
the event you terminate your employment pursuant to Subsection  
9A(c) or Cineplex terminates your employment for any reason,  
then all stock options previously granted to you (except those  
contemplated in your Performance-Based Option Agreement) shall  
immediately vest upon the Employment Termination Date.  In  
addition, subject to regulatory approval and subject to  
Section 6.06 of the Cineplex Stock Option Plan, as amended  
from time to time, you (or your personal representative) shall  
remain entitled to exercise any stock options previously  
granted to you (except those contemplated in your Performance- 
Based Option Agreement) 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 accelerated vesting and  
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 as provided in Schedule II and 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.  All cash payments pursuant to  
Section 10(A) shall be converted to Canadian dollars at the  
Bank of Canada noon rate on either November 15 or May 15 (or  
if such date is not a Business Day, the immediately preceding  
Business Day) depending on the period in which they are paid  
as provided in Subsection 4(a).  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.	Non-Competition 
 
If a Material Change occurs and you terminate your employment  
pursuant to Section 9A, then, unless you refuse the payment  
otherwise payable to you pursuant to Subsection 10(A)(g) and  
release Cineplex from any liability or obligation in respect  
thereof, you covenant and agree that you will not, for a period of  
one (1) year from the Employment Termination Date, directly or  
indirectly, in any manner whatsoever, including, without  
limitation, either individually or in partnership or jointly, or in  
conjunction with any other person or persons, firm, association,  
syndicate, company or corporation, as principal, agent,  
shareholder, consultant, employee or in any other manner  
whatsoever, carry on or be engaged in the business of exhibiting  
motion pictures within North America. 
 
You acknowledge and agree that all restrictions contained in this  
Section and in Section 10B 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 in  
Section 10B or any portion of either or both of such Sections 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 or Section 10B and such enforceable or invalid  
covenant or portion thereof shall be severable from the remainder  
of this Section or Section 10B. 
 
Notwithstanding the restrictions contained in this Section, nothing  
herein shall restrict you from, directly or indirectly, acquiring  
or holding share investments in a public company whose shares are  
listed on a recognized stock exchange or on an over-the-counter  
market, where such share investment does not in the aggregate  
exceed 5% of any class of shares of such company and where you are  
only a passive investor in such company. 
 
For purposes of clarity, it is hereby acknowledged that: 
 
	(a)	if a Material Change occurs and you terminate your  
employment pursuant to Section 9A and if you refuse the  
payment otherwise payable to you pursuant to Subsection  
10(A)(g) and release Cineplex from any liability or obligation  
in respect thereof, or 
 
	(b)	if Cineplex terminates your employment pursuant to  
Section 7 or you terminate your employment pursuant to Section  
8, 
 
you shall, subject to the provisions of Section 10B, be entitled  
to, directly or indirectly, in any manner whatsoever, including,  
without limitation, either individually or in partnership or  
jointly, or in conjunction with any other person or persons, firm,  
association, syndicate, company or corporation, as principal,  
agent, shareholder, consultant, employee or in any other manner  
whatsoever, carry on or be engaged in the business of exhibiting  
motion pictures within North America. 
 
 
10B.	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. 
 
 
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 (regardless of the  
outcome thereof) by Cineplex or others of the occurrence of a  
Material Change (other than one described in paragraphs 9A(b)(iii)  
or (vi)) or any liability of Cineplex flowing from the occurrence  
of such a Material Change plus, in each case, interest compounded  
quarterly, on the total unpaid amount determined to be payable  
under this Section 11, such interest to be calculated at a rate  
equal to 1% in excess of the Canadian Prime Rate in effect from  
time to time during the period of such non-payment.  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 and not covered by the immediately preceding sentence in  
which you are substantially successful on the merits.  For the  
purposes of this Section 11, "Canadian Prime Rate" means the  
commercial lending rate of interest, expressed as an annual rate,  
which Cineplex's bankers quote in Toronto as the reference rate of  
interest (commonly known as "prime") for the purpose of determining  
the rate of interest that it charges to its commercial customers  
for loans in Canadian funds. 
 
 
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. Allen Karp 
				Cineplex Odeon Corporation 
				1303 Yonge Street 
				Toronto, Ontario 
				M4T 2Y9 
 
	with a copy to:	Mr. Allen Karp 
				88B Crescent Road 
				Toronto, Ontario 
				M4W 1T5 
 
	If to Cineplex:	Cineplex Odeon Corporation 
				1303 Yonge Street 
				Toronto, Ontario 
				M4T 2Y9 
 
				Attention:	Chairman of the Board or 
						Chairman of the Executive 
						Committee 
 
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. 
 
 
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 
 
	 	Robert Rabinovitch
	By:_______________________________ 
 
 
AGREED this 4th day of July, 1996. 
 
Allen Karp
______________________________ 
ALLEN KARP 
 
	SCHEDULE II 
 
	ADDITIONAL BENEFIT 
 
1.	Cineplex shall provide at no cost to you, term life insurance  
in an amount equal to twice the amount of your annual base  
salary, providing, and to the extent that, such insurance is  
obtainable at an annual cost to Cineplex of not more than  
$10,000 in Canadian funds.