EXHIBIT 10.1 
 
 
	U.S. Resident 
	(performance based vesting) 
	(Expiring in 10 years) 
 
 
 
		THIS CINEPLEX ODEON PERFORMANCE-BASED OPTION AGREEMENT made 
 as of the 16th day of April, 1996. 
 
 
B E T W E E N: 
 
 
			CINEPLEX ODEON CORPORATION, a company continued by Articles  
of Amalgamation under the laws of the Province of Ontario, 
 
			(hereinafter called the "Company") 
 
	OF THE FIRST PART 
 
			AND 
 
 
			 
 
 
			(hereinafter called the "Employee") 
 
	OF THE SECOND PART 
 
 
 
 
 
		WHEREAS the Employee is an employee of the Company, or an  
affiliate thereof; 
 
 
		AND WHEREAS the Company has determined that it is in the best  
interests of the Company to grant to the Employee an option to purchase  
common shares of the Company as a performance incentive upon the terms and  
conditions contained herein; 
 
 
		NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of  
the mutual covenants contained herein, the parties hereto agree as follows: 
 
 
1.		THE SHARES 
 
		As used herein the term "share" or "shares" shall mean one or  
more common shares of the Company. 
 
 
2.		PURCHASE OPTION 
 
		The Company hereby grants to the Employee, subject to the terms  
and conditions hereinafter set forth and the provisions of the Company's  
Stock Option Plan, as amended from time to time (the "Plan"), an  
irrevocable option to purchase up to *** shares (hereinafter collectively  
called the "Optioned Shares") at the purchase price of $1.868 Canadian per  
share. 
 
  
3.		DURATION OF OPTION 
 
		Subject to the provisions hereof including, without limitation,  
the provisions of Section 4 hereof: 
 
		(i)	  the Employee shall have the right to exercise the option  
hereby granted with respect to all or any part of the Optioned  
Shares at any time or from time to time on or after the Initial  
Vesting Date (as defined below) and prior to the close of  
business on the first business day following the tenth (10th)  
anniversary of the date hereof (such time on such date being  
hereinafter called the "Expiry Date");  and 
 
		(ii)	  at the Expiry Date, the option hereby granted shall  
forthwith expire and terminate and be of no further force or  
effect whatsoever as to such of the Optioned Shares in respect of  
which the option hereby granted has not then been properly  
exercised. 
 
	For the purposes hereof: 
 
		(iii)  "Vesting Date" means the date on which the Company first  
announces its fiscal year end consolidated financial results for  
its then most recently completed financial year; 
 
		(iv)	  "Initial Vesting Date" means the first Vesting Date  
following the date hereof;  and 
 
		(v)	  "Financial Year" means each of the 1996 to 2000,  
inclusive, financial years of the Company. 
 
 
4.		PURCHASE PER YEAR, VESTING 
 
	(a) 	Subject to the provisions hereof, no Optioned Shares shall be  
purchasable prior to the Initial Vesting Date and the number of  
Optioned Shares which may be purchased hereunder during: 
 
		(i)	  any particular period (A) commencing on the Initial  
Vesting Date or commencing on the second, third and fourth  
Vesting Dates following the date hereof, and (B) ending on the  
second, third, fourth and fifth Vesting Dates following the date  
hereof, respectively;  and 
 
		(ii)	  the period commencing on the fifth Vesting Date following  
the date hereof and ending on the Expiry Date, 
 
		(in each case, an "Option Period") shall, subject to the  
provisions of this Section 4, be twenty per cent (20%) of the  
Optioned Shares (a "Target Award");  provided, however, that the  
option hereby granted shall not be exercisable with respect to  
fractional shares. 
 
		For purposes of clarity, the number of Optioned Shares which may,  
subject to the provisions hereof, be purchased hereunder during  
each Option Period shall be as follows: 
 
 
 
 
									                                    Number of Optioned 
									                                    Shares in respect 
									                                    of which the option 
									                                    hereby granted is 
		Option Period					                         exercisable 
 
		Initial Vesting Date to Second 
			       Vesting Date and thereafter		         
		Second Vesting Date to Third 
			      Vesting Date and thereafter		         
		Third Vesting Date to Fourth 
			     Vesting Date and thereafter		         
		Fourth Vesting Date to Fifth 
			      Vesting Date and thereafter		         
		Fifth Vesting Date to Expiry Date		         
									                
 
								TOTAL		 
									                
 
 
		If the Employee shall, during any Option Period, not exercise his  
right to purchase all of the Option Shares purchasable by him  
during such Option Period then, subject to the provisions hereof,  
the Employee shall have the right, at any time or from time to  
time thereafter but prior to the Expiry Date, to purchase such  
number of Optioned Shares which were purchasable but not  
purchased by him. 
 
	(b)	(i)	  For purposes of this Agreement, the board of directors of  
the Company (the "Board of Directors") has prescribed an  
operating performance objective measured by "Consolidated  
EBITDA", as such term is defined in Schedule "A" attached hereto  
(a "Performance Target") for the Company in respect of each of  
the 1996 to 2000, inclusive, Financial Years, being the  
following: 
 
 
		Financial Year				Performance Target 
								           (in thousands of 			 
						 	  		        U.S. dollars) 
 
		1996             (confidential treatment requested) 							    
		1997							      (confidential treatment requested)
		1998							      (confidential treatment requested)
		1999							      (confidential treatment requested)
		2000							      (confidential treatment requested)
 
		(ii)	  Performance Targets are based on the current business and  
assets of the Company and its subsidiaries. Accordingly, it is  
the intent of the Company and those employees of the Company who  
are being granted performance-based options that Performance  
Targets be subject to adjustment to deal with material unforeseen  
future events which may occur during any one or more of the  
Financial Years in respect of which Performance Targets have been  
established.  For instance, if the Company hereafter invests  
material sums of money to carry on a business (or to carry on its  
business in a manner not currently contemplated) which was not  
contemplated in the business plans which formed the basis upon  
which the Performance Targets were established or if the Company  
completes a material asset disposition or acquisition which is  
not in the ordinary course of its business or if a  
recapitalization is effected in connection with any significant  
treasury offering of the Company's securities or if the Company  
changes its fiscal year end, said parties intend that the  
Performance Targets may be adjusted accordingly.  It is  
acknowledged that any or all of such adjustments may be made  
before or after the event which precipitates such adjustment.   
Performance Targets shall be adjusted if agreed to by the  
Company's Compensation Committee, on the one hand, and its Chief  
Executive Officer and Chief Financial Officer, on the other.  The  
Employee acknowledges that, in such circumstances, the Company's  
Chief Executive Officer and Chief Financial Officer are  
authorized on his behalf to agree to an adjustment of Performance  
Targets and the Employee acknowledges that he will be bound by  
any such agreement.  The Employee agrees to indemnify and save  
harmless the Company's Chief Executive Officer and Chief  
Financial Officer and their respective heirs and legal  
representatives against any and all liabilities, costs, charges  
and expenses incurred in respect of the making of such agreement  
if, in making such agreement, they acted honestly and in good  
faith with a view to the best interests of all employees to whom  
performance-based options have been granted. 
 
	(c)	In the event that the Company's Consolidated EBITDA for a  
Financial Year as reflected in the consolidated audited annual  
financial statements of the Company (the "Annual Financial  
Statements") for such year is equal to or greater than the  
Performance Target for such Financial Year: 
 
		(i)	  the option hereby granted shall be exercisable for the  
full amount of the Target Award in respect of such Financial  
Year;  and 
 
		(ii)	  the amount by which the Company's Consolidated EBITDA  
exceeds the Performance Target for such Financial Year shall be  
referred to herein as "Excess Consolidated EBITDA" and shall, for  
purposes of this agreement, be dealt with in the manner set out  
in Subsection 4(e) hereof. 
 
	(d)	(i)	  In the event that the Company's Consolidated EBITDA for a  
Financial Year as reflected in the Annual Financial Statements  
for such year is less than the Performance Target for such  
Financial Year, then, subject to the provisions of Subsection  
4(e) hereof, the option hereby granted in respect of such  
Financial Year shall not be exercisable in whole or in part. 
 
		(ii)	  Notwithstanding the provisions of Paragraph 4(d)(i)  
hereof, if in any Financial Year the Company's Consolidated  
EBITDA is less than the Performance Target for such Financial  
Year but the shortfall is immaterial, the Company's Board of  
Directors may nevertheless allow all employees to whom  
performance-based options have been granted to exercise the  
option hereby granted for all or a portion of the Target Award in  
respect of such Financial Year, it being the intention of the  
Company to treat the said employees fairly (it being  
acknowledged, however, that the power granted to the Company  
contained in this Paragraph 4(d)(ii) is wholly discretionary on  
the part of the Company).  It is hereby acknowledged, however,  
that notwithstanding a decision to allow employees to exercise  
all or a portion of the Target Award in respect of such Financial  
Year as aforesaid, the Performance Target for such Financial Year  
shall, for the purposes of Subsection 4(e) hereof, not be deemed  
to have been adjusted and shall remain the same as it was  
notwithstanding a decision made pursuant to this Subsection  
4(d)(ii). 
 
	(e)	Whenever there shall be Excess Consolidated EBITDA, it shall be  
carried back to the earliest Financial Year prior to the  
Financial Year in question (a "Prior Financial Year") in respect  
of which the Company's Consolidated EBITDA (plus any Excess  
Consolidated EBITDA previously carried back ("Prior Carry Backs")  
pursuant to this Subsection 4(e) was less than the Performance  
Target for such Financial Year and, thereafter, in the same  
manner, to the next earliest Prior Financial Year and so on.  The  
Company's Consolidated EBITDA in respect of such Prior Financial  
Year together with any Prior Carry Backs and together with any  
Excess Consolidated EBITDA added thereto as aforesaid shall be  
referred to as "Deemed Consolidated EBITDA".  Upon Deemed  
Consolidated EBITDA in respect of any Prior Financial Year  
equalling the Performance Target for such Financial Year, the  
option hereby granted in respect of such Financial Year shall be  
exercisable for the full amount of the Target Award in respect of  
such Financial Year.  Notwithstanding the immediately preceding  
sentence, where a decision was made in respect of such Financial  
Year pursuant to Subsection 4(d)(ii) hereof, then upon Deemed  
Consolidated EBITDA in respect of such Financial Year equalling  
the Performance Target for such Financial Year, the option hereby  
granted in respect of such Financial Year shall be exercisable  
only in respect of the difference between the full amount of the  
Target Award for such Financial Year and the portion thereof  
which was already the subject matter of the decision made  
pursuant to Subsection 4(d)(ii). 
 
		To the extent Excess Consolidated EBITDA is not utilized in  
respect of Prior Financial Years as aforesaid, it shall be  
available for carry forward to future Financial Years in the same  
manner, mutatis mutandis, as provided for in this Subsection  
4(e). 
 
 
5.		IN THE EVENT OF DEATH 
 
		In the event of the death of the Employee on or prior to the  
Expiry Date while in the employment of the Company or an affiliate thereof,  
the legal personal representatives, heirs or legatees of the Employee shall  
be entitled to exercise from time to time, up to and including the date six  
(6) months following the date of the announcement of the Company's  
consolidated financial results for the Financial Year in which the death in  
question occurred, the option hereby granted with respect to any or all of  
the Optioned Shares to the extent purchasable as at the date of death of  
the Employee and in respect of the Financial Year in which the death in  
question occurred, to the extent the Employee's option hereunder has not  
been previously exercised.  Thereafter, all options hereby granted will, to  
the extent unexercised, immediately terminate and be of no further force or  
effect. 
 
 
6.		RESIGNATION OR DISCHARGE 
 
	(a)	In the event of the termination of the Employee as an employee of  
the Company or an affiliate thereof prior to the Expiry Date,  
whether as a result of resignation or discharge, the Employee  
shall continue to have the right to purchase any Optioned Shares  
then purchasable in accordance with the provisions of Section 4  
hereof, but not previously purchased by him, at any time up to  
and including, but not after, the earlier of: (i) the Expiry  
Date, or (ii) the date which is sixty (60) days following the  
date on which the Employee's employment shall terminate (the  
"Termination Date").  For greater certainty, subject to  
Subsection 6(b), this Agreement shall be void and of no further  
force and effect with respect to any Optioned Shares not  
purchasable as at the Termination Date. 
 
	(b)	Notwithstanding the provisions of Subsection 6(a) and as a  
separate and additional right of the Employee hereunder, where  
the employment of the Employee as an employee of the Company or  
an affiliate thereof is terminated by the Company or such  
affiliate prior to the Expiry Date without cause, the Employee  
shall also have the right to purchase additional Optioned Shares  
in respect of the Financial Year in which his employment is  
terminated if the Performance Target in respect of such Financial  
Year is met or a decision is made in respect of such Financial  
Year pursuant to Subsection 4(d)(ii).  In that event, the  
Employee in question shall, in respect of this additional right,  
be entitled to purchase the number of Optioned Shares which he  
would have been entitled to purchase if he was then still  
employed times a fraction, the numerator of which is the number  
of full months in the Financial Year in question during which he  
was so employed, and the denominator of which is 12. The Employee  
shall, in respect of this additional right, continue to have the  
right to purchase the Optioned Shares referred to in this  
Subsection 6(b) at any time up to and including, but not after,  
the earlier of:  (i) the Expiry Date, or the date which is sixty  
(60) days following the Vesting Date following the Financial Year  
in question. 
  
 
7.		THIRD PARTY OFFER 
 
		Pursuant to Section 6.06 of the Plan, the Company may, in the  
manner provided for therein, require the acceleration of the time for the  
exercise of the option hereby granted and of the time for the fulfillment  
of any conditions or restrictions on such exercise.  It is hereby  
acknowledged and agreed that if the Company so opts in accordance with  
Section 6.06 of the Plan, the Employee shall be entitled to exercise, for a  
minimum of thirty (30) days following the Company so opting or such longer  
period as is specified by the Company in such circumstances, the option  
hereby granted with respect to:  (i) any or all of the Optioned Shares to  
the extent then purchasable in accordance with the provisions of Section 4  
hereof, but not previously purchased by him, and (ii) in respect of the  
Financial Year which then has not yet been completed and any subsequent  
Financial Years, seventy-five per cent (75%) of the Optioned Shares which  
would be purchasable by him if the Performance Targets for such Financial  
Years were met (ignoring the provisions of Subsection 4(e) hereof).  For  
purposes of clarity, in such latter circumstances the option hereby granted  
shall then be immediately exercisable without waiting until the end of such  
Financial Years and without waiting to determine whether Performance  
Targets have been met. 
 
 
8.		EXERCISE OF OPTION 
 
	(a)	Subject to the provisions hereof, the option hereby granted shall  
be exercisable, at any time or from time to time as aforesaid, by  
the Employee, his legal personal representatives, heirs or  
legatees delivering a notice in writing addressed to the  
Director, Corporate Services, of the Company at its principal  
office in the City of Toronto, Ontario, or at such address in  
Toronto addressed to such person as the Company may in writing  
direct, which notice shall specify therein the number of Optioned  
Shares in respect of which this option is being exercised and  
shall be accompanied by payment, by cash or certified cheque, in  
full of the purchase price for the number of Optioned Shares  
specified therein.  Upon any such exercise of the option hereby  
granted as aforesaid, the Company shall forthwith cause the  
transfer agent and registrar of the Company to deliver to the  
Employee, his legal personal representatives, heirs or legatees  
or as he or they may otherwise direct in the notice of exercise  
of option, within ten (10) days following receipt by the Company  
of any such notice and full payment as aforesaid, a share  
certificate or certificates in the name of the Employee or his  
legal personal representatives, heirs or legatees, or as he or  
they may have otherwise directed, representing in the aggregate  
such number of Optioned Shares as shall have been specified in  
such notice and paid for. 
 
	(b)	The Employee represents and agrees that if the Employee exercises  
this option in whole or in part at a time when there is not in  
effect under the Securities Act of 1933 a registration statement  
relating to the shares issuable upon exercise hereof and there is  
not available for delivery a prospectus meeting the requirements  
of Section 10(a)(3) of the said Act, (i) the Employee will  
acquire the shares upon such exercise for the purpose of  
investment and not with a view to the distribution thereof, (ii)  
that upon each such exercise of this option, the Employee will  
furnish to the Company an investment letter in form and substance  
satisfactory to the Company, (iii) prior to selling or offering  
for sale any such shares, the Employee will furnish the Company  
with an opinion of counsel satisfactory to the Company to the  
effect that such sale may lawfully be made and will furnish it  
with such certificates as to factual matters as it may reasonably  
request, and (iv) that certificates representing such shares may  
be marked with an appropriate legend describing such conditions  
precedent to sale or transfer.  Any person or persons entitled to  
exercise such option under the provision of Paragraph 5 hereof  
shall furnish to the Company letters, opinions, and certificates  
to the same effect as would otherwise be required of the  
Employee. 
 
  
9.		NO OBLIGATION 
 
		Nothing herein contained or contemplated hereunder shall obligate  
the Employee to purchase and/or pay for any Optioned Shares, except those  
Optioned Shares in respect of which the Employee shall have properly  
exercised his option to purchase hereunder in the manner hereinbefore  
provided. 
 
 
10.       SUBDIVISION, CONSOLIDATION OR AMALGAMATION 
 
	(a)	In the event of any subdivision, redivision, or other alteration  
of the share capital of the Company at any time during the term  
of the option granted hereby, which change results in a greater  
number of shares, the Company shall deliver, at the time of any  
subsequent exercise of the option hereby granted, such additional  
number of shares as would have resulted from such subdivision,  
redivision, or change if the particular exercise of the option  
hereby granted had been made prior to the date of such  
subdivision, redivision, or change. 
 
	(b)	In the event of any consolidation or other alteration of the  
share capital of the Company at any time during the term of the  
option granted hereby, which change results in a lesser number of  
shares, the number of shares deliverable by the Company on any  
subsequent exercise of the option hereby granted shall be reduced  
to such number of shares as would have resulted from such  
consolidation or change if the particular exercise of the option  
hereby granted had been made prior to the date of such  
consolidation or change. 
 
	(c)	In the event of any amalgamation of the Company with another  
corporation, the Employee shall, after such amalgamation, be  
entitled to receive, upon any exercise of the option hereby  
granted after the amalgamation, in lieu of shares of the Company,  
the number and class of shares or other securities of the  
corporation continuing from such amalgamation to which he would  
have been entitled pursuant to the agreement of amalgamation (or  
other applicable documentation, however designated) if, at the  
effective date of the amalgamation, the Employee had been the  
holder of record of a number of shares of the Company equal to  
the number of shares in respect of which such option was then  
being exercised. 
 
	(d)	In the event that the foregoing provisions of this Section 10  
become applicable, the purchase price per Optioned Share shall be  
proportionately adjusted. 
 
 
11.		SHAREHOLDER'S RIGHTS 
 
		The Employee shall have no rights whatsoever as a shareholder in  
respect of any Optioned Shares (including, but without limitation, any  
voting rights or any right to receive dividends or other distributions  
therefrom or thereon), other than in respect of Optioned Shares which the  
Employee shall have exercised his option to purchase and which the Employee  
shall have actually taken up and paid for. 
 
 
12.		TIME OF THE ESSENCE 
 
		Time shall be of the essence of this Agreement and of every part  
hereof. 
 
 
13.		NOTICES 
 
		Any notice, request, payment, or other communication required or  
permitted to be given hereunder by either the Company or the Employee to  
the other of them, shall be in writing and shall be given, made, or  
communicated by personally delivering the same, or by registered or  
certified mail, first-class postage fees prepaid, return receipt requested,  
addressed as follows: 
 
 
	(a)  to the Company at:		1303 Yonge Street 
	                    					Toronto, Ontario 
						                    M4T 2Y9 
 
					                    	Attention: Director, Corporate 
           							                   Services Department 
 
 
	(b)  to the Employee at:		 
							 
							 
 
										 
or at such other address as either party hereto may designate from time to  
time by giving notice to the other to that effect as herein provided.  Any  
notice, request, payment, or other communication shall be deemed to have  
been given, made, or communicated, as the case may be, at the time that the  
same is personally delivered, or, if delivered by certified or registered  
mail as aforesaid, on the third (3rd) business day (excluding Saturdays,  
Sundays, statutory holidays, and periods during which strikes or other  
occurrences interfere with normal mail service) next following the date  
when the same is so mailed. 
 
 
14.		NO WAIVER 
 
		The waiver by either of the parties of a breach or default of any  
provision of this Agreement by the other of them shall not be deemed to  
constitute a waiver of any preceding or subsequent breach or default of the  
same or any other provision of this Agreement. 
 
 
15.		ENTIRE AGREEMENT 
 
		Subject to the provisions of any written employment contracts,  
this Agreement contains the entire understanding of the parties hereto with  
respect to the matters herein contained.  There are no representations,  
warranties, promises, covenants, or undertakings, other than those  
expressly stated herein. 
 
 
16.		NO MODIFICATION 
 
		No waiver or modification of any of the terms of this Agreement  
shall be valid unless the same is reduced to writing and signed by the  
parties hereto. 
 
 
17.		HEADINGS 
 
		The headings contained in this Agreement are for convenience of  
reference only and do not form any part hereof and in no manner modify,  
interpret, or construe the Agreement between the parties hereto. 
 
 
18.		BINDING UPON SUCCESSORS: 
	   	NON-ASSIGNABILITY BY EMPLOYEE 
 
		This Agreement shall enure to the benefit of and be binding upon  
the Company, its successors and assigns, and the Employee and his legal  
personal representatives.  Subject to the terms hereof, this option shall  
be non-transferable and non-assignable by the Employee other than by will  
or the laws of descent and distribution, and shall be exercisable during  
the lifetime of the Employee only by the Employee or by the Employee's  
guardian or legal representative.  After the death of the Employee, this  
option may be exercised prior to its termination by the Employee's legal  
representative, heir or legatee, to the extent permitted in the Plan or  
this Agreement.  Upon any attempt to transfer, assign, pledge, hypothecate  
or otherwise dispose of this option, or of any right or privilege conferred  
hereby, contrary to the provisions hereof, or upon any attempted sale under  
any execution, attachment or similar process upon the rights and privileges  
conferred hereby, the option granted hereby and the rights and privileges  
conferred hereby shall immediately become null and void.  Until written  
notice of any permitted transfer or assignment of rights in respect of the  
option granted hereby shall 
have been given to and received by the Director, Corporate Services, of the  
Company, the Company may, for all purposes, regard the Employee as the  
holder of the option granted hereby. 
 
 
19.		CONSTRUCTION 
 
		This Agreement shall be governed, construed and enforced  
exclusively in accordance with the laws of the Province of Ontario and the  
parties hereto hereby irrevocably attorn to the jurisdiction of the Courts  
of the said province. 
 
 
		IN WITNESS WHEREOF the parties hereto have executed this  
Agreement, this ____ day of ___________________, 1996. 
 
 
 
SIGNED, SEALED AND DELIVERED   )    CINEPLEX ODEON CORPORATION 
						) 
						)	per: 
						)	____________________________C/S 
						)	Title: 
						) 
						)	____________________________ 
						)	Title: 
						) 
						) 
__________________________   	)	___________________________ L/S   
(Witness)                    	)	 
						) 
						) 
						) 
						) 
 
 
 
 
<PAGE> 
 
	SCHEDULE "A" 
 
		For all purposes of this Agreement, Consolidated EBITDA will be  
determined based upon the data in the audited consolidated financial  
statements of the Company and its subsidiaries, and the determination  
thereof at any relevant time will be based upon the data in the audited  
consolidated financial statements of the Company and its subsidiaries as at  
the end of the Company's most recently completed Financial Year.  The  
calculation of all such amounts based on such audited consolidated  
financial statements will be final and binding on the Company and on the  
Employee. 
 
		"EBITDA" in respect of any Financial Year of the Company means  
the reported Net Income/(Loss) of the Company and its subsidiaries plus, to  
the extent deducted in determining such Net Income/(Loss), interest expense  
(net of interest income), income taxes, depreciation and amortization,  
other income (expenses) and gains or losses from discontinued operations as  
reported in the audited consolidated financial statements of the Company  
for that Financial Year.