8-K

                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                              -------------------------


                                       FORM 8-K

    Current Report Pursuant to Section 13 or 15(d) of the Securites Exchange
Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)  September 23, 1997


                           CINEMASTAR LUXURY THEATERS, INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         California                    0-25252                  33-0451054
- ----------------------------   ------------------------    --------------------
(STATE OR OTHER JURISDICTION   (COMMISSION FILE NUMBER)       (IRS EMPLOYER
    OF INCORPORATION                                        IDENTIFICATION NO.)



                                431 College Boulevard
                           Oceanside, California 92057-5435
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (760) 630-2011




ITEM 1. CHANGE OF CONTROL OF REGISTRANT

         On September 23, 1997, Registrant entered into a definitive agreement
for CinemaStar Acquisition Partners, L.L.C. ("CAP") to acquire a majority equity
interest in Registrant through a $15 Million purchase of newly issued shares of
Registrant's common stock.


         Pursuant to a Stock Purchase Agreement, CAP will purchase 17,684,464
shares of common stock for a purchase price of $0.848202 per share. CAP also
will receive at closing warrants to purchase 1,630,624 shares of common stock at
an exercise price of $0.848202 per share.  The Stock Purchase Agreement is filed
as Exhibit 4.1 to this Report and is incorporated herein by reference.  The form
of Warrant to Purchase Common Stock is filed as Exhibit 4.2 to this Report and
is incorporated herein by reference.

         Upon Execution of the Stock Purchase Agreement, CAP received an
additional warrant to purchase one million shares of common stock at an exercise
price of the lower of $0.848202 or the previous five day trading price of
Registrant's common stock.  The Warrant to Purchase Common Stock is filed as
Exhibit 4.3 to this Report and is incorporated herein by reference.

         Pursuant to the terms of the Stock Purchase Agreement, Registrant 
may be obligated to issue additional shares of common stock to CAP with 
respect to certain expenses, liabilities and operating losses of Registrant 
arising or disclosed after August 31, 1997 or arising prior to August 31, 
1997 and not disclosed or quantified before August 31, 1997.

         Registrant's board of directors will be reconstituted to reflect the
majority interest of CAP.

         Completion of the transaction is subject to certain other conditions
including shareholder approval.  Registrant plans to hold a special shareholder
meeting on a date to be announced.  Registrant anticipates the transaction will
be completed in December 1997.

         Concurrent with the signing of the Stock Purchase Agreement,
Registrant received a $3 million bridge loan from an affiliate of CAP to
complete existing projects and to pay off certain indebtedness.  The bridge loan
is convertible into three million shares of common stock of Registrant at $1.00
per share.  The Converitible Secured Promissory Note evidencing the bridge loan
is filed as Exhibit 4.4 to this Report and is incorporated herein by reference.
Registrant's obligations under the Convertible Secured Promissory Note are
secured by Registrant's grant of a security interest in Registrant's assets at
the Mission Grove 14 theater complex and Mission Marketplace 13 theater complex,
and Registrant's grant of deeds of trust secured by the leases of those two
theater complexes.  The Security Agreement is filed as Exhibit 4.5 to this
Report and is incorporated herein by reference.  The Leasehold Deeds of Trust
are filed as Exhibits 4.6 and 4.7 and are incorporated herein by reference.


                                          2


In connection with the bridge loan, Registrant issued a warrant to the lender
to purchase three million shares of common stock at an exercise price of 
$0.848202 per share, and a second warrant to purchase 1.5 million shares at 
an exercise price of $0.848202 per share.  The second warrant will be 
cancelled upon the completion of the equity financing.  The warrants are 
filed as Exhibits 4.8 and 4.9 to this Report and are incoporated herein by 
reference.

         The issuance of the shares of common stock and warrants contemplated
in the transaction will cause an anti-dilution adjustment of Registrant's
publicly traded warrants, resulting in a significant reduction in the exercise
price of such warrants and a significant increase in the number of shares which
can be acquired upon exercise of the warrants.



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits.

4.1           Stock Purchase Agreement, dated as of September 23, 1996, by and
              among CinemaStar Luxury Theaters, Inc., Reel Partners, L.L.C.,
              and CinemaStar Acquisition Partners, L.L.C.

4.2           Form of Warrant to Purchase Common Stock

4.3           Warrant to Purchase Common Stock, dated September 23, 1997

4.4           Convertible Secured Promissory Note, dated September 23, 1997.

4.5           Security Agreement between CinemaStar Luxury Theaters, Inc. and
              Reel Partners, L.L.C., dated September 23,1997

4.6           Leasehold Deed of Trust between CinemaStar Luxury Theaters, Inc.
              and Reel Partners, L.L.C., dated as of September 22, 1997.

4.7           Leasehold Deed of Trust between CinemaStar Luxury Theaters, Inc.
              and Reel Partners, L.L.C., dated as of September 22, 1997.

4.8           Warrant to Purchase Common Stock, dated September 23, 1997

4.9           Warrant to Purchase Common Stock, dated September 23, 1997

4.10          Press Release, dated September 24, 1997




                                          3



                                      SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  September 24, 1997             CINEMASTAR LUXURY THEATERS, INC.



                                       By: /s/ JOHN ELLISON
                                          ------------------------------------
                                          John Ellison
                                          President and Chief Executive Officer


                                          4




                                    EXHIBIT INDEX


Exihibit
Number                                 Description

4.1                                    Stock Purchase Agreement, dated as of
                                       September 23, 1996, by and among
                                       CinemaStar Luxury Theaters, Inc., Reel
                                       Partners, L.L.C., and CinemaStar
                                       Acquisition Partners, L.L.C.

4.2                                    Form of Warrant to Purchase Common Stock

4.3                                    Warrant to Purchase Common Stock, dated
                                       September 23, 1997

4.4                                    Convertible Secured Promissory Note,
                                       dated September 23, 1997.

4.5                                    Security Agreement between CinemaStar
                                       Luxury Theaters, Inc. and Reel Partners,
                                       L.L.C., dated September 23, 1997

4.6                                    Leasehold Deed of Trust between
                                       CinemaStar Luxury Theaters, Inc. and
                                       Reel Partners, L.L.C., dated as of
                                       September 22, 1997.

4.7                                    Leasehold Deed of Trust between
                                       CinemaStar Luxury Theaters, Inc. and
                                       Reel Partners, L.L.C., dated as of
                                       September 22, 1997.

4.8                                    Warrant to Purchase Common Stock, dated
                                       September 23, 1997

4.9                                    Warrant to Purchase Common Stock, dated
                                       September 23, 1997

4.10                                   Press Release, dated September 24, 1997



                                          5

EX-4.1

                               STOCK PURCHASE AGREEMENT

    THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into 
as of September 23, 1997, by and among CinemaStar Luxury Theaters, Inc., a 
California corporation (the "COMPANY"), Reel Partners, L.L.C., a Delaware 
limited liability company ("LENDER"), and CinemaStar Acquisition Partners, 
L.L.C., a Delaware limited liability company (the "BUYER").

                                       RECITALS

    A.   Contemporaneously with the execution of this Agreement, Lender is 
loaning to the Company the aggregate principal amount of Three Million 
Dollars ($3,000,000) (the "BRIDGE LOAN"), pursuant to the terms and 
conditions of that certain Convertible Secured Promissory Note (the "NOTE"), 
dated the date hereof, issued to Lender by the Company, which Note is, at the 
option of the holder t hereof, convertible into one share of Common Stock (as 
hereinafter defined) for each dollar of such Bridge Loan (the "CONVERSION 
SHARES").  As part of the Bridge Loan, the Company has issued to Lender (i) a 
warrant (the "FIRST BRIDGE WARRANT") to purchase Three Million (3,000,000) 
shares of Common Stock, no par value, of the Company (the "COMMON STOCK"), 
subject to adjustment and on the terms and conditions set forth in that 
certain Warrant to Purchase Common Stock, dated the date hereof, issued to 
Lender by the Company (the "FIRST WARRANT SHARES") and (ii) a warrant (the 
"SECOND BRIDGE WARRANT") to purchase One Million Five Hundred Thousand 
(1,500,000) shares of Common Stock, subject to adjustment and on the terms 
and conditions set forth in that certain Warrant to Purchase Common Stock, 
dated the date hereof, issued to Lender by the Company (the "SECOND WARRANT 
SHARES") which Second Bridge Warrant shall be canceled upon the Closing (as 
hereinafter defined) or if this Agreement is terminated by the Company in 
connection with SECTION 8(K)(i)(4) hereof.

    B.   Subject to the terms and conditions herein, Buyer, an affiliate of 
Lender, hereby desires to purchase from the Company, and the Company hereby 
desires to issue and sell to Buyer, 17,684,464 shares of Common Stock (the 
"SHARES"), at a purchase price of eighty four and eight thousand two hundred 
and two ten thousandths Cents ($.848202) per share, for an aggregate purchase 
price of Fifteen Million and 00/100th Dollars ($15,000,000) and warrants (the 
"PURCHASE WARRANT") exercisable for 1,630,624 shares of Common Stock (the 
"PURCHASE WARRANT SHARES") at an exercise price of eighty four and eight 
thousand two hundred and two ten thousandths Cents ($.848202) per share, for 
an aggregate exercise price of One Million Three Hundred Eighty Three 
Thousand Ninety Eight and 54/100ths Dollars ($1,383,098.54) (collectively, 
the "PURCHASE").  Subsequent to the consummation of the foregoing sale of 
shares of Common Stock and Purchase Warrant, subject to the terms and 
conditions herein, the Company may issue to Buyer additional shares of Common 
Stock (in an amount to be determined as set forth herein) as consideration 
for the decreased value of the Shares resulting from certain expenses, 
liabilities and operating losses of the Company incurred and/or discovered 
and/or disclosed after August 31, 1997 (the "ADJUSTMENT SHARES").




    C.   In addition to the issuance of the First Bridge Warrant and the 
Second Bridge Warrant to Lender, the Company is issuing to Buyer upon 
execution of this Agreement a warrant (the "SIGNING WARRANT") to purchase One 
Million (1,000,000) shares of Common Stock, subject to adjustment and on the 
terms and conditions set forth in that certain Warrant to Purchase Common 
Stock, dated the date hereof, issued to Buyer by the Company (the "SIGNING 
WARRANT SHARES") as consideration for Buyer executing and delivering this 
Agreement on the date hereof.

                                      AGREEMENTS

    In consideration of the premises and the mutual covenants herein 
contained and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereby agree as 
follows (the Recitals to this Agreement being incorporated herein by this 
reference thereto):

    1.   AUTHORIZATION AND SALE OF SHARES, WARRANT SHARES AND ADJUSTMENT 
SHARES.

         (a)  AUTHORIZATION OF SHARES AND WARRANT SHARES.  At or prior to 
Closing, the Company shall duly authorize the issuance and sale of the 
Shares. At or prior to the Closing, the Company shall have duly authorized 
and reserved for issuance the Conversion Shares, the First Warrant Shares, 
the Second Warrant Shares, the Signing Warrant Shares, the Purchase Warrant 
Shares and the Adjustment Shares (the First Warrant Shares, the Second 
Warrant Shares, the Signing Warrant Shares and the Purchase Warrant Shares 
may be collectively referred to as the "WARRANT SHARES").

         (b)  SALE OF SHARES AND PURCHASE WARRANTS.  Subject to the 
satisfaction of the terms and conditions herein set forth and in reliance 
upon the respective representations and warranties of the parties set forth 
herein, at the Closing the Company shall issue and sell to Buyer, and Buyer 
shall purchase from the Company, the Shares and Purchase Warrant, free and 
clear of any liens, taxes, restrictions and charges which result from actions 
taken by the Company and other than those imposed in accordance with 
applicable laws, for an aggregate purchase price of Fifteen Million One 
Thousand and 00/100ths Dollars ($15,001,000) (the "PURCHASE PRICE"), or 
$15,000,000 for the Shares and $1,000 for the Purchase Warrant.  The number 
of Warrant Shares exercisable under the Purchase Warrants is subject to 
adjustment and other terms and conditions set forth in the Purchase Warrants.

         (c)  ISSUANCE OF NOTE, FIRST BRIDGE WARRANT, SECOND BRIDGE WARRANT 
AND SIGNING WARRANT.  Contemporaneously with the execution of this Agreement, 
the Company shall issue and deliver to Lender the Note, the First Bridge 
Warrant and the Second Bridge Warrant, and to Buyer the Signing Warrant.  The 
number of Warrant Shares exercisable under the First Bridge Warrant, the 
Second Bridge Warrant and the Signing Warrant is subject to adjustment and 
the other terms and conditions set forth in the First Bridge Warrant, the 
Second Bridge Warrant and the Signing Warrant, respectively.

                                          2


         (d)  CLOSING.  The consummation of the purchase and sale of the 
Shares and the Purchase Warrants pursuant to this Agreement (the "CLOSING") 
shall take place in the office of Katten Muchin & Zavis, Los Angeles, 
California, at a time and date to be agreed upon by the parties, which, 
unless otherwise agreed, shall be no later than five (5) business days after 
the satisfaction or waiver of the conditions set forth in SECTIONS 5 AND 6 
(the "CLOSING DATE").

         (e)  CLOSING DELIVERIES.  At the Closing, (i) Buyer shall pay the 
Purchase Price to the Company by wire transfer of immediately available funds 
in accordance with the Company's written wire instructions, (ii) the Company 
shall deliver to Buyer a certificate in form acceptable to Buyer, duly 
executed by the Company and registered in the name of Buyer, representing the 
Shares (the "CERTIFICATE"), (iii) the Company shall deliver to Buyer the 
Purchase Warrant substantially in the form attached as EXHIBIT 1(e), duly 
executed by the Company, and (iv) the parties shall deliver to each other the 
other agreements and documents required to satisfy the conditions set forth 
in SECTIONS 5 AND 6.

    2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to Lender and Buyer as follows, 
as of the date hereof and, with respect to Buyer, as of the Closing Date or 
as to such other date as expressly provided for herein (provided that the 
Company shall be obligated to update Buyer and Lender with respect to any 
information of which it becomes aware prior to the Closing which would alter 
any such representation or warranty):

         (a)  ORGANIZATION AND QUALIFICATION.  The Company and its 
subsidiaries (a complete list of which, along with the record and beneficial 
ownership of such subsidiaries, is set forth in SCHEDULE 2(a)) are 
corporations duly organized and validly existing in good standing under the 
laws of the jurisdiction in which they are incorporated, and have the 
requisite corporate power to own their properties and to carry on their 
business as now being conducted.  Each of the Company and its subsidiaries is 
duly qualified as a foreign corporation to do business and is in good 
standing in every jurisdiction in which the nature of the business conducted 
by it makes such qualification necessary.

         (b)  AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS. 
Except as set forth on SCHEDULE 2(b), (i) the Company has the requisite 
corporate power and authority to enter into and perform this Agreement and to 
issue the Note, the First Bridge Warrant, the Second Bridge Warrant, the 
Signing Warrant and the Purchase Warrant (the First Bridge Warrant, the 
Second Bridge Warrant, the Signing Warrant and the Purchase Warrant may be 
collectively referred to as the "WARRANTS"), and the Shares, the Warrant 
Shares, the Conversion Shares, the Purchase Warrant Shares and the Adjustment 
Shares in accordance with the terms hereof and thereof, (ii) the execution 
and delivery of this Agreement, the Note and the Warrants by the Company and 
the consummation by it of the transactions contemplated hereby and thereby, 
including, without limitation, the issuance of the Note and the Warrants, the 
reservation for issuance and the issuance of (a) the Warrants Shares issuable 
upon exercise of the Warrants and (b) the Conversion Shares issuable upon 
conversion of the Note, and the issuance of the Adjustment Shares upon the 
determination of the Adjustment Shares, have been duly

                                          3


authorized by all necessary corporate action on the part of the Company, 
(iii) this Agreement, the Note and the Warrants have been duly and validly 
executed and delivered by the Company, and (iv) this Agreement, the Note and 
the Warrants constitute the valid and binding obligations of the Company 
enforceable against the Company in accordance with their terms, and except as 
such enforceability may be limited by general principles of equity or 
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or 
similar laws relating to, or affecting generally, the enforcement of 
creditors' rights and remedies. Notwithstanding anything to the contrary 
contained herein, the issuance of the Shares, the Warrant Shares, the 
Conversion Shares and the Adjustment Shares will not be authorized for 
issuance unless and until the shareholders of the Company approve the 
Amendment (as hereinafter defined) and to that extent the Company will not 
have the requisite corporate power and authority to issue such Shares, 
Warrant Shares, Conversion Shares and Adjustment Shares.

         (c)  CAPITALIZATION.  As of the date hereof, the authorized capital 
stock of the Company consists of (x) 15,000,000 shares of Common Stock, of 
which as of the date hereof, 8,019,182 shares are issued and outstanding, 
587,500 shares are reserved for issuance pursuant to the Company's stock 
option plans, and 6,605,636 shares are reserved for issuance pursuant to 
securities exercisable or exchangeable for, or convertible into, shares of 
Common Stock, and (y) 100,000 shares of Preferred Stock, of which 25,000 are 
designated Series A Convertible Preferred Stock and none of which are issued 
and outstanding. Except as disclosed in SCHEDULE 2(c), all of such 
outstanding shares have been, or upon issuance will be, validly issued and 
are, or will be, fully paid and nonassessable.  Except as disclosed in 
SCHEDULE 2(c), no shares of Common Stock are subject to preemptive rights or 
any other similar rights or any liens or encumbrances suffered by the 
Company.  Except as disclosed in SCHEDULE 2(c) and except as contemplated 
hereunder, (i) there are no outstanding options, warrants, scrip, rights to 
subscribe to, calls or commitments of any character whatsoever relating to, 
or securities or rights convertible into, any shares of capital stock of the 
Company or any of its subsidiaries, or contracts, commitments, understandings 
or arrangements by which the Company or any of its subsidiaries is or may 
become bound to issue additional shares of capital stock of the Company or 
any of its subsidiaries or options, warrants, scrip, rights to subscribe to, 
calls or commitments of any character whatsoever relating to, or securities 
or rights convertible into, any shares of capital stock of the Company or any 
of its subsidiaries, (ii) there are no outstanding debt securities, (iii) 
there are no agreements or arrangements under which the Company or any of its 
subsidiaries is obligated to register the sale of any of their securities 
under the 1933 Act, and (iv) there are no outstanding securities of the 
Company or its subsidiaries which contain any redemption or similar 
provisions and there are not any contracts, commitments, understandings or 
arrangements which the Company or any of its subsidiaries is or may become 
bound to redeem a security of the Company or its subsidiaries.  Except as 
disclosed in SCHEDULE 2(c), there are no securities or instruments containing 
anti-dilution or similar provisions that will be triggered by the issuance of 
the Note, the Shares, the Warrants, the Warrant Shares, the Conversion Shares 
or the Adjustment Shares as described in this Agreement.  The Company has 
furnished to Buyer true and correct copies of the Company's Articles of 
Incorporation, as amended (the "ARTICLES OF INCORPORATION"), and the 
Company's By-laws, as amended (the "BY-LAWS"), and the terms of all 
securities convertible into or exercisable for Common Stock and the material 
rights of the holders thereof in respect thereto.

                                          4


         (d)  ISSUANCE OF SECURITIES. Immediately following the issuance of 
the Note and the First Bridge Warrant, the Second Bridge Warrant and the 
Signing Warrant, and assuming shareholder approval of the Amendment had been 
obtained as of the date hereof, the authorized capital stock of the Company 
would consist of 60,000,000 shares of Common Stock, of which 8,019,182 shares 
would be issued and outstanding, 587,500 shares would be reserved for 
issuance pursuant to the Company's stock option plans, and 17,590,695 shares 
would be reserved for issuance pursuant to securities exercisable or 
exchangeable for, or convertible into, shares of Common Stock (including 
3,000,000 shares of Common Stock reserved for issuance upon conversion of the 
Note and 4,500,000 shares reserved for issuance upon exercise of the First 
Bridge Warrant and the Second Bridge Warrant and 1,000,000 shares reserved 
for issuance upon exercise of the Signing Warrant).  Immediately following 
the Closing and assuming no exercise of outstanding warrants or options, no 
conversion of the Note and no issuance of Adjustment Shares, the authorized 
capital stock of the Company will consist of 60,000,000 shares of Common 
Stock, of which 25,703,646 shares will be issued and outstanding, 587,500 
shares will be reserved for issuance pursuant to the Company's stock option 
plans, 19,904,615 shares will be reserved for issuance pursuant to securities 
exercisable or exchangeable for, or convertible into, shares of Common Stock 
(including 5,630,624 shares reserved for issuance upon exercise of the 
Warrants other than the Second Bridge Warrants), and 10,000,000 shares will 
be reserved for issuance as Adjustment Shares.

         (e)  NO CONFLICTS.  Except as disclosed in SCHEDULE 2(e), the 
execution, delivery and performance of this Agreement, the Note and the 
Warrants by the Company and the consummation by the Company of the 
transactions contemplated hereby and thereby (including, without limitation, 
the issuance and the reservation for issuance of the Shares, the Warrant 
Shares, the Conversion Shares and the Adjustment Shares) will not (i) subject 
to shareholder approval of the Amendment, result in a violation of the 
Articles of Incorporation or By-laws or (ii) conflict with, or constitute a 
default (or an event which with notice or lapse of time or both would become 
a default) under, or give to others any rights of termination, amendment, 
acceleration or cancellation of, any material agreement, indenture or 
instrument to which the Company or any of its subsidiaries is a party, or, 
assuming compliance with the conditions set forth in this Agreement and 
subject to the receipt of requisite shareholder approval, result in a 
violation of any law, rule, regulation, order, judgment or decree (including 
federal and state securities laws and regulations and the rules and 
regulations of the principal market or exchange on which the Common Stock is 
traded or listed) applicable to the Company or any of its subsidiaries or by 
which any property or asset of the Company or any of its subsidiaries is 
bound or affected.  Except as disclosed in SCHEDULE 2(e), neither the Company 
nor its subsidiaries is in violation of any term of or in default under the 
Articles of Incorporation or By-laws or their organizational charter or 
by-laws, respectively, or any material contract, agreement, mortgage, 
indebtedness, indenture, instrument, judgment, decree or order or any 
statute, rule or regulation applicable to the Company or its subsidiaries.  
The business of the Company and its subsidiaries is not being conducted, and 
shall not be conducted, in violation of any law, ordinance, regulation of any 
governmental entity. Except as disclosed in SCHEDULE 2(e), the Company is not 
in violation of the listing requirements of the Nasdaq SmallCap Market 
("Nasdaq") and does not reasonably anticipate that the Common Stock will be 
delisted from Nasdaq in the foreseeable future.  Except

                                          5



as disclosed in SCHEDULE 2(e), the Company and its subsidiaries are unaware 
of any facts or circumstances which might give rise to any of the foregoing.

         (f)  NO CONSENT.  No consent, approval, order or authorization of, 
or registration, declaration or filing with, any government authority or 
instrumentality or any private third party is required by or with respect to 
the Company in connection with the execution and delivery of this Agreement, 
the Note or the Warrants or the consummation of the transactions contemplated 
hereby or thereby, except (i) as set forth on SCHEDULE 2(f), (ii) the filing 
(the "HSR FILING") of the notification report under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the 
expiration of any waiting period required thereunder, (iii) the receipt by 
the Company of a permit pursuant to California Corporations Code Section 
25116 (the "USURY PERMIT") to exempt the issuance to Buyer of the Note, the 
First Bridge Warrant and the Second Bridge Warrant from the provisions of 
California usury laws (which has been obtained and is in effect as of the 
date hereof), (iv) the filing of the Amendment with the California Secretary 
of State, (v) the filing of the Proxy Statement (as hereinafter defined) with 
the Securities Exchange Commission ("SEC") in accordance with the Securities 
Exchange Act of 1934, as amended (the "1934 ACT"), (vi) the filing of a Form 
8-K with the SEC with respect to the transactions contemplated hereby, and 
(vii) such other consents, approvals, orders, authorizations, registrations, 
declarations and filings as may be required under applicable federal and 
state securities laws.

         (g)  SEC DOCUMENTS.  Since February 7, 1995, the Company has filed 
all reports, schedules, forms, statements and other documents required to be 
filed by it with the SEC pursuant to the reporting requirements of the 1934 
Act (all of the foregoing filed prior to the date hereof and all exhibits 
included therein and financial statements and schedules thereto and documents 
incorporated by reference therein being hereinafter referred to as the "SEC 
DOCUMENTS").  The Company has delivered to the Buyer or its representative 
true and complete copies of the SEC Documents as of their respective filing 
dates. As of their respective dates, and with respect to the Form 10-KSB 
filed with respect to the Company's fiscal year ended March 31, 1997, as of 
the date hereof and the date of Closing, the SEC Documents complied and will 
comply in all material respects with the requirements of the 1934 Act and the 
rules and regulations of the SEC promulgated thereunder applicable to the SEC 
Documents, and none of the SEC Documents, at the time they were filed with 
the SEC, contained any untrue statement of a material fact or omitted to 
state a material fact required to be stated therein or necessary in order to 
make the statements therein, in light of the circumstances under which they 
were made, not misleading.  Except as disclosed in SCHEDULE 2(g), as of their 
respective dates, the financial statements of the Company included in the SEC 
Documents complied as to form in all material respects with applicable 
accounting requirements and the published rules and regulations of the SEC 
with respect thereto.

         (h)  FINANCIAL STATEMENTS.  Except as disclosed in SCHEDULE 2(h), 
the audited, consolidated balance sheets at March 31, 1997, 1996, and 1995 of 
the Company and its subsidiaries and their related consolidated statements of 
operations, stockholders equity and cash flows, for each of the years then 
ended, including the related notes to consolidated financial statements and 
auditors' reports thereon (the "CONSOLIDATED FINANCIAL STATEMENTS") provided 
to

                                          6


Buyer prior to the date hereof:  (i) are complete and correct in all material 
respects and are consistent with the books and records of the Company and its 
subsidiaries; (ii) present fairly on a GAAP (as hereinafter defined) basis 
the consolidated financial condition of the Company at the dates thereof and 
represent fairly the results of operations and cash flows for each of the 
years then ended; and (iii) have been prepared in conformity with generally 
accepted accounting principles ("GAAP") applied consistently with respect to 
the immediately preceding fiscal year, except as set forth in the notes to 
the Consolidated Financial Statements or in the auditors' reports thereon.  
The unaudited, consolidated balance sheet at June 30, 1997 of the Company and 
its subsidiaries and related consolidated statements of operations and cash 
flows for the three (3) months then ended: (i) are complete and correct in 
all material respects and are consistent with the books and records of the 
Company and its subsidiaries; and (ii) have been prepared in conformity with 
GAAP, applied consistently with  Consolidated Financial Statements, subject 
to normal year-end adjustments.

         (i)  ABSENCE OF CERTAIN CHANGES.  Except as disclosed in SCHEDULE 
2(i), since June 30, 1997, the Company and its subsidiaries have, in all 
material respects, conducted their respective businesses in the ordinary 
course of business consistent with past custom and practices and have 
incurred no material liabilities other than in the ordinary course of 
business consistent with past custom and practice and there has been no 
material adverse change and no material adverse development in the business, 
properties, operations, financial condition or results of operations of the 
Company or its subsidiaries, other than the Liabilities, Expenses and 
Operating Losses (each as hereinafter defined) set forth on EXHIBIT 4(w).

         (j)  ABSENCE OF LITIGATION AND ORDERS.  Except as disclosed in 
SCHEDULE 2(j), there is no action, suit, proceeding, inquiry or investigation 
before or by any court, public board, government agency, self-regulatory 
organization or body pending or, to the knowledge of the Company or any of 
its subsidiaries, threatened against or materially affecting the Company, any 
of its subsidiaries or any of their respective assets.  Except as disclosed 
in SCHEDULE 2(j), there are no outstanding orders, judgments, injunctions, 
awards or decrees of any such bodies or entities against the Company or its 
subsidiaries.

         (k)  ARM'S LENGTH TRANSACTIONS.  The Company acknowledges and agrees 
that Buyer and Lender are acting solely in the capacity of arm's length 
purchaser with respect to this Agreement and the transactions contemplated 
hereby.  The Company further acknowledges that neither Lender nor Buyer is 
acting as a financial advisor or fiduciary of the Company (or in any similar 
capacity) with respect to this Agreement and the transactions contemplated 
hereby and any advice given by Buyer, Lender or any of their representatives 
or agents in connection with this Agreement and the transactions contemplated 
hereby is merely incidental to their respective acquisition of the Note, the 
Shares, the Warrants, the Warrant Shares, the Conversion Shares and the 
Adjustment Shares.  The Company further represents to Buyer and Lender that 
the Company's decision to enter into this Agreement has been based on the 
independent evaluation by the Company and its representatives.

         (l)  NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR 
CIRCUMSTANCES.  Except as disclosed in SCHEDULE 2(l), no material event, 
liability, development or circumstance

                                          7


has occurred or exists, or is contemplated to occur, with respect to the 
Company or its subsidiaries or their respective business, properties, 
prospects, operations or financial condition, which has not been publicly 
announced to the extent required by applicable state or federal securities 
laws and disclosed in writing to the Buyer and Lender other than (i) the 
Liabilities, Expenses and Operating Losses set forth on EXHIBIT 4(w); (ii) 
obligations under this Agreement and (iii) subject to the provisions of 
SECTION 4(s), liabilities or obligations of the Company incurred in the 
ordinary course of business and not in excess of $150,000 in the aggregate.

         (m)  EMPLOYEE RELATIONS.  Neither the Company nor any of its 
subsidiaries is involved in any union labor dispute nor, to the knowledge of 
the Company or any of its subsidiaries, is any such dispute threatened. None 
of the Company's or its subsidiaries' employees is a member of a union and 
the Company and its subsidiaries believe that their relations with their 
employees are satisfactory.  The Company and its subsidiaries have complied 
in all material respects with all applicable laws relating to the employment 
of labor, including provisions thereof relating to wages, hours, equal 
opportunity, collective bargaining, social security and other taxes.

         (n)  INTELLECTUAL PROPERTY RIGHTS.  The Company and its subsidiaries 
own or possess adequate rights or licenses to use all trademarks, trade 
names, service marks, service mark registrations, service names, patents, 
patent rights, copyrights, inventions, licenses, approvals, governmental 
authorizations, trade secrets and rights necessary to conduct their 
respective businesses as now conducted.  Except as set forth on SCHEDULE 
2(n), none of the Company's trademarks, trade names, service marks, service 
mark registrations, service names, patents, patent rights, copyrights, 
inventions, licenses, approvals, government authorizations, trade secrets or 
other intellectual property rights have expired or terminated, or are 
expected to expire or terminate in the near future.  The Company and its 
subsidiaries do not have any knowledge of any infringement by the Company or 
its subsidiaries of trademark, trade name rights, patents, patent rights, 
copyrights, inventions, licenses, service names, service marks, service mark 
registrations, trade secret or other similar rights of others, or of any such 
development of similar or identical trade secrets or technical information by 
others and, except as set forth on SCHEDULE 2(n), there is no claim, action 
or proceeding being made or brought against, or to the Company's knowledge, 
being threatened against, the Company or its subsidiaries regarding 
trademark, trade name, patents, patent rights, invention, copyright, license, 
service names, service marks, service mark registrations, trade secret or 
other infringement; and the Company and its subsidiaries are unaware of any 
facts or circumstances which might give rise to any of the foregoing.  The 
Company and its subsidiaries have taken reasonable security measures to 
protect the secrecy, confidentiality and value of all of their intellectual 
properties.

         (o)  ENVIRONMENTAL LAWS.  The Company and its subsidiaries are (i) 
in compliance with any and all applicable foreign, federal, state and local 
laws and regulations relating to the protection of human health and safety, 
the environment or hazardous or toxic substances or wastes, pollutants or 
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses 
or other approvals required of them under applicable Environmental Laws to 
conduct their respective businesses and (iii) are in compliance with all 
terms and conditions of any such permit, license or approval.

                                          8


         (p)  INSURANCE.  The Company and each of its subsidiaries are 
insured by insurers of recognized financial responsibility against such 
losses and risks and in such amounts as are disclosed in SCHEDULE 2(p).  
Except as disclosed in SCHEDULE 2(p), neither the Company nor any such 
subsidiary has been refused any insurance coverage sought or applied for and 
neither the Company nor any such subsidiary has any reason to believe that it 
will not be able to renew its existing insurance coverage as and when such 
coverage expires or to obtain similar coverage from similar insurers as may 
be necessary to continue its business at a cost that would not materially and 
adversely affect the condition, financial or otherwise, or the earnings, 
business or operations of the Company and its subsidiaries, taken as a whole.

         (q)  COMPLIANCE WITH LAW.  Except for possible violations disclosed 
in SCHEDULE 2(q) (to the extent that such violations have occurred), the 
business of the Company and its subsidiaries has been and is presently being 
conducted so as to comply in all material respects with all applicable 
federal, state, local and foreign governmental laws, rules, regulations and 
ordinances.  Except as disclosed in SCHEDULE 2(q), the Company and its 
subsidiaries possess all certificates, authorizations and permits issued by 
the appropriate federal, state or foreign regulatory authorities necessary to 
conduct their respective businesses, and neither the Company nor any such 
subsidiary has received any notice of proceedings relating to the revocation 
or modification of any such certificate, authorization or permit.

         (r)  INTERNAL CONTROLS.  Except as disclosed in SCHEDULE 2(r), the 
Company maintains a system of internal accounting controls sufficient to 
provide reasonable assurance that (i) transactions are executed in accordance 
with management's general or specific authorizations, (ii) transactions are 
recorded as necessary to permit preparation of financial statements in 
conformity with generally accepted accounting principles and to maintain 
asset accountability, (iii) access to assets is permitted only in accordance 
with management's general or specific authorization, (iv) the recorded 
accountability for assets is compared with the existing assets at reasonable 
intervals and appropriate action is taken with respect to any differences and 
(v) transactions are recorded as necessary to permit proper accounting to the 
Company's film distributors pursuant to the agreements relating thereto.  The 
Company has in existence and has had in existence at all times since the 
Company has been subject to the 1934 Act (i) a policy complying with the 
requirements of Section 21A(b)(1)(B) of the 1934 Act and (ii) a policy 
complying with the requirements of the Civil Rights Act of 1964, Title VII, 
42 U.S.C. Section 2000e ET SEQ. and the California Fair Employment and 
Housing Act, Cal. Gov't Code, Section 12,900 ET SEQ.

         (s)  AGREEMENTS.  Attached as SCHEDULE 2(s) is a list which includes 
each agreement, lease and instrument (including any and all amendments 
thereto) to which the Company and its subsidiaries is a party as of the date 
hereof and which is or, immediately following the consummation of the 
transactions contemplated by this Agreement, will be, material to the 
business, condition or results of operations of the Company, on a 
consolidated basis.  Except as disclosed in SCHEDULE 2(s), each agreement and 
instrument listed therein is in full force and effect and constitutes a 
legal, valid and binding obligation of the Company and relevant subsidiary, 
and the Company or the relevant subsidiary is not in default or breach in any 
material respect of (with or without the giving of notice or the passage of 
time) any such material agreement or instrument.  To the best of Company's 
knowledge, no other person is in default or

                                          9


in breach of (with or without the giving of notice of the passage of time) any
such agreement or instrument.  The Company has furnished to Buyer true and
correct copies of all items set forth on SCHEDULE 2(s).

         (t)  TAX STATUS.  Except as set forth on SCHEDULE 2(t), the Company 
and each of its subsidiaries has timely made or filed all federal and state 
income and all other tax returns, reports and declarations required by any 
jurisdiction to which it is subject and has timely paid all taxes and other 
governmental assessments and charges that are material in amount, shown or 
determined to be due on such returns, reports and declarations, except those 
being contested in good faith and has set aside on its books provision 
reasonably adequate for the payment of all taxes for periods subsequent to 
the periods to which such returns, reports or declarations apply.  There are 
no unpaid taxes in any material amount claimed to be due by the taxing 
authority of any jurisdiction, and the officers of the Company know of no 
basis for any such claim.  No audit or other administrative proceeding or 
court proceeding is presently pending with respect to any taxes or tax 
returns of the Company or its subsidiaries, and, to the knowledge of the 
Company, no such audit or proceeding is threatened.

         (u)  CERTAIN TRANSACTIONS.  Except as set forth on SCHEDULE 2(u), 
none of the officers, directors, or employees of the Company is presently a 
party to any transaction with the Company or any of its subsidiaries (other 
than for services as employees, officers and directors, all of which have 
been disclosed on SCHEDULE 2(s)), including any contract, agreement or other 
arrangement providing for the furnishing of services to or by, providing for 
rental of real or personal property to or from, or otherwise requiring 
payments to or from any officer, director or such employee or, to the 
knowledge of the Company, any corporation, partnership, trust or other entity 
in which any officer, director, or any such employee has a substantial 
interest or is an officer, director, trustee or partner.  The Company has 
furnished to Buyer true and correct copies of all items set forth on SCHEDULE 
2(u).

         (v)  Intentionally omitted.

         (w)  REGISTRATION STATEMENT; PROXY STATEMENT/PROSPECTUS.  The 
registration statement (including any amendments or supplements thereto, the 
"REGISTRATION STATEMENT"), pursuant to which the Warrants, the Shares, 
Warrant Shares, Conversion Shares and/or Adjustment Shares will be registered 
with the SEC shall not, at the time the Registration Statement is filed with 
the SEC and at the time it becomes effective under the 1933 Act, contain any 
untrue statement of a material fact or omit to state any material fact 
necessary in order to make the statements included therein not misleading.  
The proxy statement required in connection with the transactions contemplated 
by this Agreement to be sent to the stockholders of the Company in connection 
with the meeting of stockholders to be called to approve the Amendment (the 
"STOCKHOLDERS' MEETING") (such proxy statement as amended or supplemented is 
referred to herein as the "PROXY STATEMENT") shall not, on the date the Proxy 
Statement is first mailed to the Company's stockholders, at the time of the 
Stockholders' Meeting and at the time of Closing, contain any untrue 
statement of a material fact or omit to state any material fact required to 
be stated therein or necessary in order to make the statements therein, in 
light of the circumstances under which they are made, not false or 
misleading, or omit to state any material affect necessary

                                          10


to correct any statement in any earlier communication with respect to the 
solicitation of proxies for the Stockholders' Meeting which has become false 
or misleading.  The Proxy Statement will comply as to form in all material 
respects with the provisions of the 1934 Act and the rules and regulations 
thereunder. If at any time prior to the Closing any event relating to the 
Company, its subsidiaries, or any of their respective affiliates, officers or 
directors should be discovered by the Company which should be set forth in an 
amendment to the Registration Statement or a supplement to the Proxy 
Statement, the Company will promptly inform Buyer and Lender.

         (x)  STOCKHOLDER VOTE.  Except as disclosed in SCHEDULE 2(x), no 
officer or director of the Company or any of its subsidiaries and no member 
of the management of Company has any actual knowledge that any stockholder of 
the Company currently intends not to vote to approve of this Agreement and 
the transactions contemplated hereby (including approval of the Amendment).

         (y)  ILLEGAL PAYMENTS. Neither the Company nor any of its 
subsidiaries has made or committed to make any payments for illegal political 
contributions or made any bribes, kickback payments or other similar illegal 
payments to any person or entity.

         (z)  EMPLOYEE BENEFIT PLANS.  Except as set forth in SCHEDULE 2(z), 
neither the Company nor any Plan Affiliate (as hereinafter defined) has 
maintained, sponsored, adopted, made contributions to or obligated itself to 
make contributions to or to pay any benefits or grant rights under or with 
respect to any "EMPLOYEE PENSION BENEFIT PLAN" (as defined in Section 3(2) of 
ERISA, as hereinafter defined), "EMPLOYEE WELFARE BENEFIT PLAN" (as defined 
in Section 3(1) of ERISA), "MULTI-EMPLOYER PLAN" (as defined in Section 3(37) 
of ERISA), plan of deferred compensation, medical plan, life insurance plan, 
long-term disability plan, dental plan or other plan providing for the 
welfare of any of the Company or its subsidiary's employees or former 
employees or beneficiaries thereof, personnel policy (including, but not 
limited to, vacation time, holiday pay, bonus programs, moving expense, 
reimbursement programs and sick leave) excess benefit plan, bonus or 
incentive plan (including, but not limited to, stock options, restricted 
stock, stock bonus and deferred bonus plans), salary reduction agreement, 
change-of-control agreement, employment agreement, consulting agreement or 
any other benefit, program or contract (collectively, "EMPLOYEE BENEFIT 
PLANS"), whether or not written or pursuant to a collective bargaining 
agreement, which could give rise to or result in the Company or such Plan 
Affiliate having any debt, liability, claim or obligation of any kind or 
nature, whether accrued, absolute, contingent, direct, indirect, known or 
unknown, perfected or inchoate or otherwise and whether or not due or to 
become due.  Correct and complete copies of all Employee Benefit Plans 
previously have been furnished to the Buyer.  The Employee Benefit Plans are 
in substantial compliance with governing documents and agreements and with 
applicable laws.  As used herein, "ERISA" shall mean the Employee Retirement 
Income Security Act of 1974, as amended.  As used herein, with respect to any 
person (the "FIRST PERSON"), "PLAN AFFILIATE" shall mean any other person or 
entity with whom the First Person constitutes or has constituted all or part 
of a controlled group, or which would be treated with the First Person as 
under common control or whose employees would be treated or have been treated 
as employed by the First Person, under Section 414 of the Internal Revenue 
Code of 1986, as amended, and any regulations, administrative rulings and 
case law interpreting the foregoing.

                                          11


         (aa) NO MISREPRESENTATION.  None of the representations and 
warranties of the Company set forth in this Agreement, in any of the 
certificates, schedules, lists, documents, exhibits, or other instruments 
delivered, or to be delivered, to Buyer or Lender as contemplated by any 
provision hereof, contains any untrue statement of a material fact or omits 
to state a material fact necessary to make the statements contained herein or 
therein not misleading.  To the knowledge of the Company, there is no 
material fact which has not been disclosed to Buyer which materially 
adversely affects or could reasonably be anticipated to materially adversely 
affect its business or the Company's ability to consummate the transactions 
contemplated hereby.

         (bb) BOOKS AND RECORDS.  The books of account, minute books, stock 
record books, and other records of the Company and each of its subsidiaries, 
respectively, all of which have been made available to the Buyer and Lender, 
are complete and correct in all material respects and have been maintained in 
accordance with sound business practices.  Without limiting the generality of 
the foregoing, the minute books of the Company and each of its subsidiaries, 
respectively, contain complete and accurate records of all meetings held of, 
and corporate action taken by, the stockholders, the boards of directors, and 
committees of the boards of directors of the Company and each of its 
subsidiaries, respectively, and no meeting of any such stockholders, board of 
directors, or committee has been held for which minutes have not been 
prepared and are not contained in such minute books.  At the Closing, all of 
those books and records will be in the possession of the Company and each of 
its subsidiaries, respectively.

         (cc) CONDITION AND SUFFICIENCY OF ASSETS.  To the knowledge of the 
Company, the equipment and other tangible personal property used by the 
Company and each of subsidiaries, respectively, in the conduct of their 
respective business, and the heating, ventilation, and air-conditioning 
systems at each of the Company's and each of its subsidiaries', respectively, 
facilities, are in good operating condition and repair (ordinary wear and 
tear excepted), are adequate for the uses to which they are being put, are 
not in need of maintenance or repairs except for ordinary, routine 
maintenance and repairs that are not material in nature or cost, and are 
sufficient for the continued conduct of the their respective businesses 
immediately after the Closing in substantially the same manner as conducted 
prior to the Closing.

         (dd) RESTRICTIONS ON BUSINESS ACTIVITIES.  There is no agreement, 
judgment, injunction, order or decree binding upon the Company or its 
subsidiaries or their properties (including, without limitation, their 
intellectual properties) which has or could reasonably be expected to have 
the effect of prohibiting or materially impairing any material current or 
currently proposed business practice of the Company, any acquisition of 
material property by the Company or the conduct of business by the Company as 
currently conducted or as proposed to be conducted by the Company.

         (ee) TITLE.  The Company and its subsidiaries have good, valid and 
marketable title to, or, in the case of leased properties and assets, valid 
leasehold interests in, all of its properties and assets (whether real, 
personal or mixed, and whether tangible or intangible), necessary for the 
conduct of its business, free and clear of any liens or encumbrances except 
as reflected in SCHEDULE 2(ae) and except for liens for taxes not yet due and 
payable.

                                          12


         (ff) BROKERS' AND FINDERS' FEES.  Except as disclosed in SCHEDULE 
2(af), the Company has not incurred, nor will it incur, directly or 
indirectly, any liability for brokerage or finders' fees or agents' 
commissions or any similar charges in connection with this Agreement or any 
transaction contemplated hereby.

         (gg) BANK ACCOUNTS.  SCHEDULE 2(ag) attached hereto contains a 
complete and accurate list of each bank at which the Company and each of its 
subsidiaries, respectively, has an account or safe deposit box, the number of 
each such account or box, and the names of all persons authorized to draw on 
such accounts or to have access to such boxes.

         (hh) CHANGE OF CONTROL PAYMENTS.  Except as set forth on SCHEDULE 
2(ah), neither the execution and delivery of this Agreement nor the 
consummation of the transactions contemplated hereby will (i) result in any 
payment (including, without limitation, severance, unemployment compensation, 
golden parachute, bonus or otherwise) becoming due to any director, officer 
or employee of the Company or any of its subsidiaries from the Company or any 
of its subsidiaries, under any Employee Benefit Plan or otherwise, (ii) 
materially increase any benefits otherwise payable under any Employee Benefit 
Plan, or (iii) result in the acceleration of the time of payment or vesting 
of any such benefits.

         (ii) BOARD APPROVAL.  The Board of Directors of the Company has, on 
or prior to the date hereof, unanimously approved this Agreement and the 
issuance of the Note, the Shares, the Warrants, the Warrant Shares, the 
Conversion Shares and the Adjustment Shares and all of the transactions 
contemplated hereby or thereby.  Prior to the execution hereof, the Company 
has delivered to Buyer and Lender a complete and accurate copy of resolutions 
of the Board of Directors relating to the approval of this Agreement and the 
transactions contemplated hereby, certified by the Secretary of the Company.

    3.   LENDER'S AND BUYER'S REPRESENTATIONS AND WARRANTIES.

         Each of Buyer and Lender represents and warrants to the Company as 
follows, as of the date hereof and as of the Closing Date:

         (a)  ORGANIZATION AND POWER.  Lender is a limited liability company 
duly organized, validly existing and in good standing under the laws of 
Delaware, and has requisite power to own its properties and to carry on its 
business as now being conducted.  Buyer is a limited partnership duly 
organized, validly existing and in good standing under the laws of Delaware, 
and has the requisite power to own its properties and to carry on its 
business as now being conducted.  SCHEDULE 3(a) contains a complete and 
accurate list of each member and "controlling person" of Buyer and each 
member and "controlling person" of Lender.

         (b)  AUTHORIZATION; ENFORCEMENT.  This Agreement has been duly and 
validly authorized, executed and delivered on behalf of each of Buyer and 
Lender and is a valid and binding agreement of each of Buyer and Lender 
enforceable in accordance with its terms, subject as to enforceability to 
general principles of equity and to applicable bankruptcy, insolvency,

                                          13


reorganization, moratorium, liquidation and other similar laws relating to, 
or affecting generally, the enforcement of applicable creditors' rights and 
remedies.

         (c)  REGISTRATION STATEMENT; PROXY STATEMENT/PROSPECTUS.  The 
information supplied by Buyer and Lender for inclusion in the Registration 
Statement, as set forth in any writing supplied by Buyer, Lender or any of 
their respective legal counsel for the purpose of inclusion in the 
Registration Statement, shall not at the time the Registration Statement is 
filed with the SEC and at the time it becomes effective under the Securities 
Act of 1933, as amended (the "1933 ACT"), contain any untrue statement of a 
material fact or omit to state any material fact required to be stated 
therein or necessary in order to make such statements therein, in light of 
the circumstances under which they are made, not misleading.  The information 
supplied by or concerning Buyer or Lender or their respective agents or 
representatives for inclusion in the Proxy Statement, as set forth in any 
writing supplied by Buyer, Lender or any of their respective legal counsel 
for the purpose of inclusion in the Proxy Statement, shall not, on the date 
the Proxy Statement is first mailed to the Company's stockholders, at the 
time of the Stockholders' Meeting and on the Closing Date, contain any untrue 
statement of a material fact or omit to state any material fact required to 
be stated therein or necessary in order to make such statements therein, in 
light of the circumstances under which they are made, not false or 
misleading; or omit to state any material fact necessary to correct any 
statement in any earlier communication with respect to the solicitation of 
proxies for the Stockholders' Meeting which has become false or misleading.  
If at any time prior to the Closing Date any event relating to the Buyer, 
Lender or any of their respective affiliates, officers or directors should be 
discovered by the Buyer or Lender, which should be set forth in an amendment 
to the Registration Statement or a supplement to the Proxy Statement, the 
Buyer or Lender shall promptly inform the Company.  Notwithstanding the 
foregoing, neither the Buyer nor Lender makes any representation or warranty 
with respect to any information supplied by or concerning the Company or its 
subsidiaries or any of their respective officers, directors or affiliates 
which is contained in any of the foregoing documents.

         (d)  NO CONFLICTS.  The execution, delivery and performance of this 
Agreement by the Buyer and the Lender and the consummation by the Buyer and 
Lender of the transactions contemplated hereby (including the acceptance of 
the Note and the Warrants by Lender and the conversion and/or exercise 
thereof) will not (i) result in a violation of the respective Certificate of 
Formation or Operating Agreement of the Buyer and the Lender or (ii) conflict 
with, or constitute a default (or an event which with notice or lapse of time 
or both would become a default) under, or give to others any rights of 
termination, amendment, acceleration or cancellation of, any material 
agreement, indenture or instrument to which the Buyer, Lender or any of their 
respective subsidiaries is a party, or, assuming compliance with the 
conditions set forth in this Agreement, result in a violation of any law, 
rule, regulation, order, judgment or decree applicable to the Buyer, Lender 
or any of their respective subsidiaries or by which any property or asset of 
the Buyer, Lender or any of their respective subsidiaries is bound or 
affected.  Neither the Buyer, Lender nor their respective subsidiaries is in 
violation of any term of or in default under their respective charter 
documents, or any material contract, agreement, mortgage, indebtedness, 
indenture, instrument, judgment, decree or order or any statute, rule or 
regulation applicable to the Buyer, Lender or their respective subsidiaries.  
The business of the Buyer,

                                          14


Lender and their respective subsidiaries is not being conducted, and shall 
not be conducted, in violation of any law, ordinance, regulation of any 
governmental entity.

         (e)  NO CONSENT.  No consent, approval, order or authorization of, 
or registration, declaration or filing with, any government authority or 
instrumentality or any private third party is required by or with respect to 
the Buyer or Lender in connection with the execution and delivery of this 
Agreement or the consummation of the transactions contemplated hereby, except 
(i) the HSR Filing, if any, (ii) such consents, approvals, orders, 
authorizations, registrations, declarations and filings as may be required 
under applicable federal and state security laws and (iii) the receipt of the 
Usury Permit.

         (f)  NO MISREPRESENTATION.  None of the representations and 
warranties of the Buyer or Lender set forth in this Agreement, in any of the 
certificates, schedules, lists, documents, exhibits, or other instruments 
delivered, or to be delivered, to the Company, if any, as contemplated by any 
provision hereof, contains any untrue statement of a material fact or omits 
to state a material fact necessary to make the statements contained herein or 
therein not misleading.

         (g)  BROKERS' AND FINDERS' FEES.  Except as disclosed in SCHEDULE 
2(af), neither the Buyer nor Lender has incurred, nor will either of them 
incur, directly or indirectly, any liability for brokerage or finders' fees 
or agents' commissions or any similar charges in connection with this 
Agreement or any transaction contemplated hereby.

         (h)  INVESTMENT REPRESENTATIONS.  Each of Lender and Buyer hereby 
represents to the Company that (i) it is acquiring the Note, the Warrants and 
the Shares, as applicable,  purchased hereunder or acquired pursuant hereto 
for its own account with the present intention of holding such securities for 
purposes of investment, and that it has no intention of selling such 
securities in a public distribution in violation of the federal securities 
laws or any applicable state securities laws; and (ii) each of Lender and 
Buyer is an "ACCREDITED INVESTOR" as such term is defined under Rule 501 of 
the Securities Act of 1933, as amended, is able to bear the economic risk of 
an investment in the Note, the Warrants and the Shares being acquired by it, 
can afford to sustain a total loss on such investment and has such knowledge 
and experience in financial and business matters that it is capable of 
evaluating the merits and risks of the proposed investment, and has had the 
opportunity to ask questions and receive such answers and information as has 
been requested by Lender and Buyer in order to make its investment decision.

         (i)  FINANCING AVAILABLE.  Buyer has sufficient available capital or 
binding commitments for such capital to enable it to fulfill its obligations 
under this Agreement and to consummate the transactions contemplated hereby.

         (j)  NO NASD MEMBERSHIP.  Except as set forth on SCHEDULE 3(a), 
neither Buyer, Lender, any of their respective associates or affiliates, nor 
any person appointed as a director pursuant to Section 6(r) of this 
Agreement, are (i) members of the National Association of Securities Dealers, 
Inc. (the "NASD") or persons associated with a member of the NASD, (ii) 
owners of stock or other securities of any NASD member (other than securities 
purchased in the

                                          15


open market), or (iii) lenders to any NASD member.  For purposes of this 
subjection (j), the terms "member" and "person associated with a member" 
shall have the meanings ascribed to them in the By-Laws of the NASD.

         (k)  PRIOR LITIGATION OR VIOLATIONS OF LAW.  Neither Buyer, Lender, 
any person appointed as a director pursuant to Section 6(r) of this 
Agreement, nor any partner or member thereof nor any affiliate of any such 
person (i) has been convicted in a criminal proceeding during the past five 
years, or is the named defendant subject to a criminal proceeding which is 
presently pending, (ii) was the subject of any court order, judgment or 
decree, not subsequently reversed, suspended or vacated, which permanently or 
temporarily enjoined or otherwise limited such person from any of the 
following activities:  (A) acting as a futures commission merchant, 
introducing broker, commodity trading advisor, commodity pool operator, floor 
broker, leverage transaction merchant, any other person regulated by the 
Commodity Futures Trading Commission, or an associated person of any of the 
foregoing, or as an investment adviser, underwriter, broker or dealer in 
securities, or as an affiliated person, director or employee of any 
investment company, bank, savings and loan association or insurance company, 
or engaging in or continuing any conduct or practice in connection with such 
activity, (B) engaging in any type of business practice, or (c) engaging in 
any activity in connection with the purchase or sale of any security of 
commodity or in connection with any violation of U.S. or foreign Federal or 
State securities laws or U.S. or foreign Federal commodities laws, (iii) has, 
during the past five years, been the subject of any order, judgment or 
decree, not subsequently reversed, suspended or vacated, of any U.S. or 
foreign Federal or State authority barring, suspending or otherwise limiting 
for more than 60 days such person's right to engage in any of the activities 
described in (ii) above or such person's right to be associated with persons 
engaged in any such activities, (iv) has, during the past five years, been 
found by a court in a civil action or by the SEC or any similar non-U.S. 
regulatory authority to have violated any U.S. or non-U.S. Federal or State 
securities law and such judgment or finding has not subsequently been 
reversed, suspended or vacated, (v) has, during the past five years, been 
found by a court in a civil action or by the Commodity Futures Trading 
Commission to have violated any Federal commodities law, and such judgment or 
finding has not been subsequently reversed, suspended or vacated, (vi) is the 
subject of a pending indictment or a conviction within the past ten years of 
any crime or offense involving the purchase or sale of a security or arising 
out of such person's conduct as an underwriter, broker, dealer or investment 
advisor, (vii) is the subject of a pending proceeding for, or the entry 
during the past ten years of, a temporary or permanent injunction enjoining 
or restraining any such person with respect to conduct or practices in 
connection with the purchase or sale of securities, or involving the making 
of a false filing with the SEC or any state, or arising out of that person's 
conduct as an underwriter, broker, dealer or investment advisor, (viii) is 
the subject of an SEC or other non-U.S. regulatory administrative order still 
in effect imposing sanctions against such person in connection with the SEC's 
or any non-U.S. regulatory agency's authority to regulate the activities of 
broker-dealers and investment advisors or the naming of those persons as the 
cause of such an order, (ix) is the subject of a postal fraud order entered 
within the past five years or to a restraining order or preliminary 
injunction relating to postal fraud orders, (x) has been suspended or 
expelled from membership in a Canadian or U.S. securities exchange or from a 
Canadian or U.S. association of securities dealers because of conduct 
inconsistent with just and equitable principles of trade or (xi) is the 
subject of any currently effective state administrative enforcement

                                          16


order by any state administrator within the past five years in which fraud or 
deceit, including, but not limited to misrepresentations, was found.

    4.   ADDITIONAL AGREEMENTS.

         (a)  BEST EFFORTS AND FURTHER ASSURANCES.  Prior to the Closing, 
each of the parties to this Agreement shall each use its best efforts to 
effectuate the transactions contemplated hereby and to fulfill and cause to 
be fulfilled the conditions to Closing under this Agreement (including 
resolution of any litigation prompted hereby).  Prior to and after the 
Closing, each party hereto, at the reasonable request of another party 
hereto, shall execute and deliver such other instruments and do and perform 
such other acts and things as may be necessary or desirable for effecting 
completely the consummation of the transactions contemplated hereby.

         (b)  USE OF PROCEEDS.  The Company will use the proceeds of the 
Bridge Loan as set forth on EXHIBIT 4(b).  The Company will use the proceeds 
from the sale of the Shares, the First Purchase Warrant and the Second 
Purchase Warrant to repay, immediately upon Closing, the Bridge Loan in full; 
to make certain capital expenditures related to the development and expansion 
of certain theaters; to retire certain indebtedness; for working capital; and 
for general corporate purposes.

         (c)  RESERVATION OF WARRANT SHARES, CONVERSION SHARES AND ADJUSTMENT 
SHARES.  Prior to the Closing, the Company shall use its best efforts to 
obtain shareholder approval to increase the authorized shares of Common Stock 
and shall thereafter take all action necessary to at all times have 
authorized, and reserved for the purpose of issuance, (i) no less than the 
number of shares of Common Stock needed to provide for the issuance of the 
Shares, the Warrant Shares and Conversion Shares, and (ii) no less than 
10,000,000 shares of Common Stock to provide for the issuance of the 
Adjustment Shares.

         (d)  PROXY STATEMENT/REGISTRATION STATEMENT.  As promptly as 
practicable after the execution of this Agreement, the Company shall prepare, 
and file with the SEC, the Proxy Statement, and the Company shall prepare and 
file with the SEC the Registration Statement; provided that it shall not be a 
condition to Closing that the Registration Statement shall have been filed 
prior to the Closing Date.  The Company shall use its best efforts to have 
the Registration Statement declared effective as soon after the Closing Date 
as practicable and to keep such Registration Statement effective and current 
for a period of at least three (3) years.  The Proxy Statement shall also 
include the recommendations of the Board of Directors of the Company in favor 
of the transactions contemplated by this Agreement which shall not be 
withdrawn, modified or withheld except in compliance with the fiduciary 
duties of the Company's Board of Directors under applicable law.

         (e)  MEETING OF STOCKHOLDERS.  Promptly after the date hereof, the 
Company shall take all action necessary in accordance with California law and 
the Articles of Incorporation and Bylaws to convene the Stockholders' Meeting 
to be held as promptly as practicable, which Stockholders' Meeting shall 
occur no later than December 7, 1997.  The Company shall prepare and submit 
to its stockholders the Proxy Statement in connection with the Stockholders' 
Meeting

                                          17



in accordance with applicable laws and SEC rules and regulations.  If the SEC 
shall make written comments to the Proxy Statement, and by reason of such 
comments the Company is delayed in  releasing a final Proxy Statement for a 
period in excess of ten business days (a "DELAYED PROXY"), the date for 
stockholder approval shall be extended to January 6, 1998 and the date for 
the Closing of the Purchase shall likewise be extended.

         (f)  LISTING.  Prior to the Closing, the Company's Common Stock 
shall be listed on Nasdaq and the issuance of the Shares, Warrant Shares, 
Conversion Shares and Adjustment Shares shall be listed on Nasdaq upon the 
effectiveness of the Registration Statement.  Subsequent to the Closing Date, 
the Company shall maintain the Common Stock's authorization for quotation on 
Nasdaq.  The Company shall promptly provide to Buyer and Lender copies of any 
notices it receives from Nasdaq regarding the continued eligibility of the 
Common Stock for listing on Nasdaq.  The Company shall pay all fees and 
expenses in connection with satisfying its obligations under this SECTION 
4(f).

         (g)  TRANSACTIONS WITH AFFILIATES. So long as Buyer owns shares of 
Common Stock with an aggregate market value equal to or greater than $50,000, 
the Company shall not, and shall cause each of its subsidiaries not to, enter 
into, amend, modify or supplement, or permit any subsidiary to enter into, 
amend, modify or supplement, any agreement, transaction, commitment or 
arrangement with any of its or any subsidiary's officers, directors, person 
who were officers or directors at any time during the previous two years, 
stockholders who beneficially own 5% or more of the Common Stock, or 
affiliates or with any individual related by blood, marriage or adoption to 
any such individual or with any entity in which any such entity or individual 
owns a 5% or more beneficial interest (each a "RELATED PARTY"), except for 
(i) employment and other arrangements and benefit programs as set forth in 
SCHEDULES 2(s) AND 2(z), (ii) any agreement, transaction, commitment or 
arrangement on an arms-length basis on terms no less favorable than terms 
which would have been obtainable from a person other than such Related Party, 
or (iii) any agreement, transaction, commitment or arrangement which is 
approved by a majority of the disinterested directors of the Company.  
Notwithstanding the foregoing, the Company agrees that it will, prior to 
Closing, terminate, without damage or penalty to the Company, any agreement 
with its officers or directors which is not subject to subparagraph (i) above 
and involve the payment of money.  For purposes hereof, any director who is 
also an officer of the Company or any subsidiary of the Company shall not be 
a disinterested director with respect to any such agreement, transaction, 
commitment or arrangement.  "AFFILIATE" for purposes hereof means, with 
respect to any person or entity, another person or entity that, directly or 
indirectly, (i) has a 5% or more equity interest in that person or entity, 
(ii) has 5% or more common ownership with that person or entity, (iii) 
controls that person or entity, or (iv) shares common control with that 
person or entity.  "CONTROL" or "CONTROLS" for purposes hereof means that a 
person or entity has the power, direct or indirect, to conduct or govern the 
policies of another person or entity.

         (h)  CONDUCT OF THE BUSINESS.  During the period from the date of 
this Agreement and continuing until the Closing, the Company agrees that:

                                          18


                   (i)  The Company shall not issue, sell, transfer or 
otherwise dispose of or in any way encumber any shares of its capital stock 
(other than shares issuable upon exercise of existing options or warrants) or 
take any action inconsistent with the approval and consummation of this 
Agreement or the transactions contemplated hereby.

                  (ii)  The Company and its subsidiaries shall carry on their 
respective businesses in the usual, regular and ordinary course in 
substantially the same manner as heretofore conducted and use all reasonable 
efforts to preserve intact its present business organization, keep available 
the services of their present officers and employees and preserve their 
relationships with clients, customers, suppliers and others having business 
dealings with them, to the end that their goodwill and ongoing businesses 
shall not be impaired in any material respect at the Closing.

                 (iii)  The Company shall not undertake any action that will 
result in a breach, nor will it omit to take any action required in order to 
avoid a breach, of its representations, warranties and covenants hereunder.

                  (iv)  The Company shall promptly advise Buyer and Lender 
orally and in writing of any change or event having, or which, insofar as can 
reasonably be foreseen, could have, a material adverse effect on the Company. 
The Company shall promptly make available copies of all filings made with any 
state, federal or local governmental entity in connection with this Agreement 
and the transactions contemplated hereby.

         (i)  NO SOLICITATION.

                   (i)  The Company shall immediately cease and cause to be 
terminated any existing discussions or negotiations with any persons 
conducted heretofore with respect to any merger, financing (other than any 
financing in the ordinary course of business consistent with previous 
practices not to exceed $100,000 in the aggregate and not involving the 
issuance of securities convertible into or exchangeable or exercisable for 
equity securities of the Company), consolidation, sale of substantial assets, 
sale of shares of capital stock (including without limitation by way of a 
tender offer) or similar transaction involving the Company or any of its 
subsidiaries, as the case may be (any of the foregoing inquiries or proposals 
other than the transactions contemplated hereby arising prior to the date 
hereof (whether initiated before or after the date hereof being referred to 
as an "ACQUISITION PROPOSAL"). Except for negotiations prior to the date 
hereof between the Company and Pacific Concessions, Inc. with respect to 
certain bridge financing of which Buyer is aware, from June 20, 1997 through 
the date hereof, and from the date hereof until the Closing Date or 
termination of this Agreement pursuant to the provisions of SECTION 8(k)(i) 
hereof (the "EXCLUSIVITY PERIOD"), the Company has not and shall not, 
directly or indirectly, through any of its officers, directors, employees, 
representatives or agents, initiate, solicit or encourage the initiation of, 
any inquiries or proposals regarding any Acquisition Proposal.  Nothing 
contained in this SECTION 4(i) shall prevent the Board of Directors of the 
Company from considering, negotiating, approving and recommending to the 
stockholders of the Company a bona fide Acquisition Proposal, provided that 
the Board of Directors determines in good faith (upon advice of independent 
counsel) that it is required to do so in order to discharge properly its 
fiduciary duties, and provided further that any such action by the Board of 
Directors

                                          19


will give rise to the obligation of the Company to pay the Break Fee (as 
hereinafter defined) in the event the Company completes a transaction with a 
party other than Buyer as a result of such Acquisition Proposal.

                  (ii)  The Company shall immediately notify Buyer after 
receipt of any Acquisition Proposal, or any modification of or amendment to 
any Acquisition Proposal, or any request for non-public information relating 
to Company in connection with an Acquisition Proposal or for access to the 
properties, books or records of the Company by any person or entity that 
informs the Board of Directors of the Company that it is considering making, 
or has made, an Acquisition Proposal.

                 (iii)  The Company shall ensure that its officers, directors 
and employees and any investment banker or any other representative or 
adviser retained by it are aware of the restrictions imposed by this SECTION 
4(i).

                  (iv)  The Company shall pay to Buyer a fee (the 
"NON-CLOSING BREAK FEE") of $600,000 within ten (10) days of the first to 
occur of any of the following (provided that the Closing has not occurred), 
which Non-Closing Break Fee is the Buyer's sole remedy with respect to the 
following:

                        (1)  if the Closing does not occur other than as a
result of the Buyer's breach of this Agreement.

                   (v)  The Company shall pay to Buyer a fee (the "EXCLUSIVITY
BREAK FEE" and, together with the Non-Closing Break Fee, the "BREAK FEE") of
$800,000 within ten (10) days of the following, which Exclusivity Break Fee is
the Buyer's sole remedy with respect to the following:

                        (1)  if this Agreement is terminated as a result of the
Company's breach of any of the provisions of this SECTION 4(i); or

                        (2)  if on or before the one (1) year anniversary of
the date hereof, the Company consummates a transaction pursuant to an
Acquisition Proposal arising prior to or during the Exclusivity Period with a
party other than Buyer.

                  (vi)  Notwithstanding anything to the contrary contained in
(iv) or (v) above, (1) in no event shall Buyer be entitled to receive both the
Non-Closing Break Fee and the Exclusivity Break Fee, and (2) in addition to any
payment of the Break Fee, nothing in this SECTION 4(i) shall limit (A) Buyer's
right to seek indemnification under SECTION 7 of this Agreement from the Company
with respect to claims made against Buyer by third parties (other than third
parties engaged or retained by Buyer) or (B) Lender's right to seek
indemnification under SECTION 7 of this Agreement from the Company due to a
breach by the Company of the Note, the First Bridge Warrant, the Second Bridge
Warrant or the Signing Warrant or otherwise in connection with the Bridge Loan.
The parties acknowledge that the Break Fee represents the parties best estimate
of what the Buyer's damages will be in the event of the Company's breach


                                          20


of the provisions of this SECTION 4(i) but that such damages will be difficult
or impossible to determine at such time and that therefore, subject to the
limitations in this SUBSECTION 4(i)(vi), the Break Fee shall constitute
liquidated damages.

         (j)  ACCESS.  Prior to the Closing, the Company shall afford to Buyer,
Lender, their respective counsel, accountants and other representatives, free
and full access to all of the offices, facilities, properties, equipment,
inventories, books, contracts, commitments, records, customer information, list
of employees and records, and other relevant records of the Company during
normal business hours and shall furnish such persons with all information
(including financial and operating data) concerning the business, assets and
financial condition of the Company as Buyer shall reasonably request, and the
Company shall assist Buyer, Lender, their respective counsel, accountants and
representatives, in their examination of such materials.

         (k)  CONFIDENTIALITY.  Buyer and Lender agree that any information or
material that is obtained from the Company will be used solely by Buyer and
Lender or their respective representatives for the purposes of evaluating the
Company and its business in connection with the transactions contemplated
hereby.  Buyer and Lender agree that they will not disclose any information
which it receives from the Company to any third party, except (i) as required by
applicable law or legal process, (ii) as may be consented to in writing by the
Company, (iii) as may be disclosed by Buyer and Lender to their respective
representatives when such representative needs to know such information for the
purposes of preparing for and evaluating the transactions contemplated hereby,
or (iv) after such information has become or is generally available or has been
disclosed to Buyer or Lender from sources other than the Company and not subject
to a confidentiality agreement.  Buyer and Lender agree that if the transaction
contemplated hereby is not consummated for any reason, Buyer and Lender shall
return or destroy all materials received from the Company or to the party
furnishing such material.

         (l)  LEGAL REQUIREMENTS.  Prior to the Closing, each of Buyer and the
Company shall take all reasonable actions necessary or desirable to comply
promptly with all legal requirements which may be imposed on them with respect
to the consummation of the transactions contemplated by this Agreement
(including furnishing all information required under the HSR Act and in
connection with approvals of or filings with any governmental authority or
instrumentality, and prompt resolution of any litigation prompted hereby) and
will promptly cooperate with and furnish information to any party hereto
necessary in connection with such requirements imposed upon any of them or their
respective subsidiaries in connection with the consummation of the transactions
contemplated by this Agreement, and will take all reasonable actions necessary
to obtain (and will cooperate with the other parties hereto in obtaining) any
consent, approval, order or authorization of, or any registration, declaration
or filing with, any governmental authority or instrumentality or other public or
private third party required to be obtained or made in connection with the
taking of any action contemplated by this Agreement.

         (m)  AMENDMENT TO ARTICLES OF INCORPORATION.  At or prior to the
Closing, the Company shall adopt and file with the Secretary of State of
California an amendment to its Articles of Incorporation, increasing its
authorized shares of Common Stock to 60,000,000 shares, in form acceptable to
Buyer and Lender (the "AMENDMENT").


                                          21


         (n)  EXPENSES.  Subject to the provisions of SECTION 8(k)(ii), all
fees and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses, whether or not the Closing occurs; PROVIDED, HOWEVER, that prior to
the date hereof Buyer had received from the Company, as partial compensation for
such fees and expenses, 75,000 shares of newly-issued Common Stock.

         (o)  BLUE SKY LAWS.  The Company shall take such steps as may be
necessary to comply with the securities and blue sky laws of all jurisdictions
which are applicable to the issuance of the Note, the Shares, the Warrants, the
Warrant Shares, the Conversion Shares and the Adjustment Shares pursuant hereto.
Buyer and Lender shall, at the Company's expense, use its commercially
reasonable efforts to assist the Company as may be necessary to comply with
securities and blue sky laws of all jurisdictions which are applicable in
connection with the issuance of the Shares, the Warrants, the Warrant Shares,
the Conversion Shares and the Adjustment Shares pursuant hereto.

         (p)  Intentionally omitted.

         (q)  Intentionally omitted.

         (r)  REDEEMABLE WARRANTS.  The Company shall not initiate any actions
with respect to its existing redeemable warrants without the prior written
consent of the Buyer.

         (s)  PROHIBITED PAYMENTS.  Prior to the Closing, except for payments
made in accordance with SCHEDULE 4(s), the Company shall obtain the written
consent of the Buyer prior to making any payment, for indebtedness or otherwise,
in excess of $5,000.  Any consent of Buyer required by this Section 4(s) shall
not be unreasonably withheld and any decision by Buyer regarding such consent
shall be made by the close of business on the tenth (10th) business day
following the day on which the Company has received written confirmation that
delivery of such request has been received by Buyer.  Failure of Buyer to
approve or deny a request within such time period (provided the notice
provisions have been complied with) shall automatically be deemed an approval of
such request.

         (t)  DIRECTOR EXPENSES. After the Closing, the Company shall reimburse
any director designated by Buyer, as set forth in SECTION 6(r) hereof or
otherwise, for all reasonable expenses incurred by such directors in executing
their duties as members of the board of directors of the Company, including,
with limitation, travel expenses (provided that any first or business class air
travel must be approved by the Company in advance).

         (u)  REQUIRED CONSENTS. Prior to the Closing, the Company shall
exercise its commercially reasonable efforts in obtaining any consents or
waivers which the Buyer deems necessary, in its sole and absolute discretion,
for the consummation of the transactions contemplated hereby, including, without
limitation, as may be necessary so as not to result in a default of any material
contract or agreement.


                                          22


         (v)  SEC DOCUMENTS.  Prior to and after the Closing, the Company
shall, if requested by Buyer or Lender, amend its most recent SEC Documents, the
Proxy Statement and/or the Registration Statement to reflect such changes as
Buyer reasonably deems necessary or appropriate, to the extent such amendments
relate to items not in existence or not known as of the date hereof.  In
addition, Buyer may suggest amendments to such documents, which the Company
shall consider in good faith, if such amendments relate to items in existence
and known as of the date hereof.

         (w)  ISSUANCE OF ADJUSTMENT SHARES.

         (i)  For purposes of this Agreement, each of the following terms shall
have the following meaning:

              "LIABILITIES" shall mean existing liabilities of the Company
    (whether or not contingent, whether or not liquidated in amount and whether
    or not disclosed) in existence at the Closing other than liabilities
    reflected on EXHIBIT 4(w).  Liabilities include without limitation any
    liability, damages, costs, losses or expense relating to, arising from or
    incurred in connection with any cause of action based on actions or
    omissions occurring prior to the Closing regardless of when such cause of
    action may be asserted, and all expenditures for assets having a useful
    life in excess of one year (whether such expenditure is to be made pursuant
    to a contract in force at or before the time of Closing or, while not
    contracted for, has been reflected in any budget approved by the Company's
    board of directors or any committee thereof) to be used in the operations
    of theaters at San Bernardino or Tijuana.

              "EXPENSES" shall mean all expenses of the transactions
    contemplated by this Agreement to be paid by the Company hereunder,
    including, but not limited to, costs of the Registration Statement, the
    Proxy Statement, the Stockholder Meeting, the listing of the Shares, the
    Warrant Shares, the Conversion Shares and the Adjustment Shares on Nasdaq,
    one-half of the HSR Filing fee, legal and accounting fees and expenses,
    brokerage fees, the cost of a "fairness opinion" in excess of $50,000, and
    the costs of termination of all of the Company's contemplated but not yet
    operating sites other than San Bernardino, California and Tijuana, Mexico,
    to the extent such costs and expenses exceed $25,000.

              "OPERATING CASH FLOW" shall mean all cash flow from operations of
    the Company and its subsidiaries, determined in accordance in GAAP, for the
    period from August 31, 1997 through Closing, excluding any amounts of the
    Bridge Loan proceeds used in the Company's operations during that time.

              "THEATER OPERATING LOSSES" shall mean all negative operating cash
    flow incurred in connection with the Company's operations in Tijuana,
    Mexico and San Bernardino, California, including any costs of termination
    of such operations, if any, from the Closing Date to the earlier to occur
    of (i) with respect to each such operation, a sale by the Company of such
    operation (whether individually or in connection with any other sale of
    some or all of the assets or equity interests of the Company) and (ii) the
    third


                                          23


    anniversary of the Closing; provided that, Operating Losses shall be
    measured only after the earlier of such events has occurred; and provided
    further that, for purposes hereof, Operating Losses shall include any
    losses on disposition of assets suffered by the Company in connection with
    any sale of either such operation.

              With respect to each of the above definitions, if an item is
included in one then it shall not be included in another.

        (ii)  Intentionally omitted.

       (iii)  Subsequent to the Closing, the Company shall issue to Buyer, as
set forth in subparagraph (iv) below, additional shares (the "ADJUSTMENT
SHARES") of Common Stock as consideration for the decreased value of the Shares
to account for (w) Liabilities, (X) any negative Operating Cash Flow, (Y)
Expenses incurred and paid after August 31, 1997 and (Z) Theater Operating
Losses (all amounts set forth items (w)-(Z) being collectively referred to as
the "POST-CLOSING ADJUSTMENT AMOUNT").

        (iv)  The number of Adjustment Shares issued shall be calculated as the
difference, if any, between (i) the quotient obtained by dividing (A)
$15,000,000 by (B) the difference between (t) $.848202 and (u) the quotient
obtained by dividing (1) the amount of the Post-Closing Adjustment Amount by (2)
8,019,182 (such SUBSECTION (B) shall in no event be less than .01) and (ii)
17,684,464.  The determination of the Post-Closing Adjustment Amount and the
Adjustment Shares, if any, shall be made from time to time (subject to the
limitation with respect to Operating Losses set forth in the definition thereof)
by the Company upon the delivery of a written request (a "Request") of the
Buyer; provided that Buyer shall have the right to review any such
determination.  Any such determination shall be made within five (5) days of the
delivery of the Request therefor and any delivery of Adjustment Shares shall be
made within ten (10) days after the determination of the Adjustment Shares
pursuant to a Request.  The members of the Company's Board of Directors that are
not designated by Buyer pursuant to Section 6(r) hereof shall make such
determination.  If Buyer and the Company do not agree on the number of
Adjustment Shares to be issued, each party shall, at the Company's expense,
mutually appoint Arthur Andersen & Company or another public accounting firm
mutually agreed to by Buyer and the Company (the "DESIGNATED ACCOUNTANT") to
resolve any disputes; provided that neither the Company, Lender or Buyer or
their respective affiliates shall have engaged such accountants on any matters
involving fees in excess of $100,000.  The Designated Accountant shall make the
determination of the correct number of Adjustment Shares within thirty (30) days
of such Designated Accountant's appointment.

         (x)  UNDISCLOSED EQUITY SECURITIES.  In the event that, and whenever,
the representation contained in the fourth sentence of PARAGRAPH 2(c) hereof
proves to have been incorrect as of the Closing due to the existence as of the
Closing Date of securities of the kind described in CLAUSE (i) thereof, Buyer
shall be entitled to receive securities with terms identical to those whose
existence gives rise to such right in an amount such that, following issuance to
Buyer, Buyer shall have that number of shares or other units of such securities
that when divided by the sum of (A) the number of such shares or other units
whose existence gives rise to the


                                          24



adjustment in question and (B) the number of shares or other units of such
securities issued to Buyer, yields a percentage equal to the percentage that the
number of Shares equals to the total number of shares of Common Stock
outstanding following the Purchase of the Shares.

    5.   CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL THE SHARES.

         The obligation of the Company hereunder to issue and sell the Shares
and Purchase Warrant at the Closing (and the Adjustment Shares subsequent to the
Closing) is subject to the satisfaction, at or before the Closing Date, of each
of the following conditions, provided that these conditions are for the
Company's sole benefit and may be waived by the Company at any time in its sole
discretion:

         (a)  Buyer shall have executed this Agreement and delivered the same
to the Company.

         (b)  Simultaneously with the Closing, Buyer shall have delivered to
the Company the Purchase Price by wire transfer of immediately available funds
pursuant to the wire instructions provided by the Company.

         (c)  The representations and warranties of the Buyer shall be true and
correct in all material respects; provided that, such representations and
warranties shall be considered true and correct in all material respects unless
all misrepresentations and breaches of warranty, taken in the aggregate, would
be deemed important (though not necessarily dispositive) by a reasonable,
prudent seller in making a decision whether or not to enter into an agreement to
sell specified securities of the Company, and provided further that in
determining the existence of any misrepresentation or breach of warranty any
qualification for materiality contained in the representation or warranty in
question shall be ignored, and Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such
Buyer at or prior to the Closing Date.  The Company shall have received a
certificate, executed by the general partner of the Buyer, dated as of the
Closing Date, to the foregoing effect and as to such other matters as may be
reasonably required by the Company.

         (d)  No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or prohibition preventing the consummation of the
transactions contemplated hereby shall be in effect, so long as none of the
foregoing were initiated by the Company.

         (e)  Any applicable waiting period under the HSR Act shall have
expired or been terminated.

         (f)  Buyer shall have delivered to the Company a certificate
evidencing the organization and good standing of Buyer and each of its
subsidiaries in the state of such entity's state of organization issued by the
Secretary of State of the state of organization as of a date within


                                          25


ten (10) days of the Closing, and similar certificates of good standing from
each jurisdiction in which such entities are qualified as foreign entities as of
a date within ten (10) days of the Closing.

         (g)  Buyer shall have delivered to the Company certified copies of its
Certificate of Formation as in effect at the Closing.

         (h)  The Company's shareholders shall have duly approved the
Amendment, all in accordance with applicable laws and regulatory requirements.

         (i)  No statute, rule, regulation, executive order, decree, injunction
or restraining order shall have been enacted, promulgated or enforced (and not
repealed, superseded or otherwise made inapplicable) by any court or
governmental authority which prohibits the consummation of the Purchase (each
party agreeing, at the Company's expense, to use reasonable best efforts to have
any such order, decree or injunction lifted).

         (j)  All written consents, assignments, waivers or authorizations
("CONSENTS") other than governmental authorizations, that are required as a
result of the Purchase for the continuation in full force and effect of any
material contracts or leases of the Company shall have been obtained, other than
those Consents the failure of which to obtain would not have a material adverse
effect on the Company.

         (k)  There shall have been obtained any and all governmental
authorizations, permits, approvals and consents of securities or blue sky
commissions of any jurisdiction and of any other governmental body or agency,
that may reasonably be deemed necessary so that the consummation of the Purchase
will be in compliance with applicable laws, the failure to comply with which
would have a material adverse effect on the Company or would be reasonably
likely to subject the Company or any of its directors or officers to substantial
penalties or criminal liability.

         (l)  Since the date of this Agreement, there must not have been
commenced or threatened against the Company, or against any person or entity
affiliated with the Company, any action or proceeding brought by any entity not
affiliated with the Company (i) involving any challenge to, or seeking damages
or other relief in connection with, any of the transactions contemplated by this
Agreement, or (ii) that may have the effect of preventing, delaying, making
illegal, or otherwise interfering with any of such transactions.

    6.   CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE.

         The obligations of Buyer hereunder to purchase the Shares and the
Purchase Warrants at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these
conditions are for Buyer's sole benefit and may be waived by such Buyer at any
time in its sole discretion:

         (a)  The Company shall have executed this Agreement, the Note and the
Warrants and delivered the same to Buyer or Lender, as applicable.


                                          26


         (b)  Simultaneously with the Closing, the Company shall have delivered
to Buyer the Shares and the Purchase Warrant, each registered in Buyer's name,
or the name of its nominee, free and clear of any liens, taxes, restrictions and
charges.

         (c)  No proceeding having the effect of suspending the effectiveness
of the Proxy Statement shall have been initiated or threatened in writing by the
SEC.  All requests for additional information on the part of the SEC shall have
been complied with to the reasonable satisfaction of Buyer.

         (d)  The Company's Common Stock shall be authorized for quotation on
Nasdaq and trading in the Common Stock shall not have been suspended by the SEC
or Nasdaq.

         (e)  The representations and warranties of the Company shall be true
and correct in all material respects; provided that, such representations and
warranties shall be considered true and correct in all material respects unless
all misrepresentations and breaches of warranty, taken in the aggregate, would
be deemed important (though not necessarily dispositive) by a reasonable,
prudent investor in making a decision whether or not to invest in the securities
of the Company, and provided further that in determining the existence of any
misrepresentation or breach of warranty any qualification for materiality
contained in the representation or warranty in question shall be ignored, and
the Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing Date.  Buyer shall have received a certificate, executed by the
Chief Executive Officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by
Buyer.

         (f)  Buyer shall have received the opinion of the Company's counsel,
dated as of the Closing Date, in substantially the form of EXHIBIT 6(f) and,
subject to Buyer's acceptance in its reasonable discretion, with such
qualifications, exceptions and limitations as are customary in opinions
delivered by seller's counsel under similar circumstances (provided that
exceptions accepted by Buyer in the Company's counsel's opinion delivered to
Lender in connection with the Bridge Loan shall be deemed accepted for purposes
hereof).

         (g)  This Agreement, and the issuance of the Note, the Shares, the
Warrants, the Warrant Shares, the Conversion Shares and the Adjustment Shares
and the other transactions contemplated hereby, shall have been approved and
authorized by the Company's Board of Directors and, to the extent required, the
Company's shareholders.

         (h)  The Company shall have delivered to Buyer the Certificate,
registered in Buyer's name, or the name of its nominee, fully paid and
non-assessable, free and clear of any liens, taxes, restrictions and charges.

         (i)  The Company shall have delivered a certificate evidencing the
incorporation and good standing of the Company and each of its subsidiaries in
the state of such corporation's state of incorporation issued by the Secretary
of State of the state of incorporation as of a date


                                          27


within ten (10) days of the Closing, and similar certificates of good standing
from each jurisdiction in which such corporations are qualified as foreign
corporations as of a date within ten (10) days of the Closing.

         (j)  The Company shall have delivered certified copies of the Articles
of Incorporation and Bylaws, each as in effect at the Closing, and certified
copies of the certificates of incorporation and bylaws for each of the Company's
subsidiaries, each as in effect as of the Closing.

         (k)  The Company shall have delivered to Buyer such other documents
relating to the transactions contemplated by this Agreement as Buyer or its
counsel may reasonably request.

         (l)  Since the date of this Agreement, there must not have been
commenced or threatened against Buyer or Lender, or against any person or entity
affiliated with Buyer or Lender, any action or proceeding brought by any entity
not affiliated with Buyer or Lender (i) involving any challenge to, or seeking
damages or other relief in connection with, any of the transactions contemplated
by this Agreement, or (ii) that may have the effect of preventing, delaying,
making illegal, or otherwise interfering with any of such transactions.

         (m)  Neither the consummation nor the performance of any of the
transactions contemplated by this Agreement by the Company will, directly or
indirectly (with or without notice of lapse of time), materially contravene, or
conflict with, or result in a material violation of, or cause Buyer or Lender or
any person or entity affiliated with Buyer or Lender to suffer any material
adverse consequence under, (i) any applicable legal requirement or order, or
(ii) any legal requirement or order that has been published, introduced or
otherwise formally proposed before any governmental entity or instrumentality.

         (n)  No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or prohibition preventing the consummation of the
transactions contemplated hereby shall be in effect nor shall any other
litigation be in effect against the Company pursuant to which damages in excess
of $500,000 are being sought.

         (o)  Any applicable waiting period under the HSR Act shall have
expired or been terminated.

         (p)  Buyer shall have received all written consents, assignments,
waivers, authorizations or other certificates, including, without limitation,
from the Company's lessors, reasonably deemed necessary by Buyer to provide for
the continuation in full force and effect of any and all material contracts and
leases of the Company and for the Company to consummate the transactions
contemplated hereby; PROVIDED, HOWEVER, that it shall not be a condition to
Closing that the Company obtain consents, waivers or authorizations with respect
to (i) defaults under material contracts or leases that will be cured by
application of the proceeds of the sale of the Shares to which Buyer has
consented prior to Closing, or (2) contracts that will be terminated


                                          28


upon application of the proceeds of the sale of the Shares to which Buyer has
consented prior to Closing.

         (q)  The Company will demonstrate to the reasonable satisfaction of
Buyer that it can be released at a cost not to exceed $25,000 in the aggregate
to Buyer or Company from any obligations with respect to its currently or
previously contemplated sites which have never been operated other than San
Bernardino, California and Tijuana, Mexico, without liability or potential
liability to the Company.

         (r)  Effective upon the Closing, four of the Company's seven directors
shall have been designated by Buyer and elected to the Board of Directors of the
Company, and the Company shall have delivered to Buyer resolutions of the
Company's shareholders (certified by an officer of the Company) evidencing such
election.

         (s)  The Company shall have delivered to Buyer a certified copy of the
Amendment, duly filed with the Secretary of State of California.

         (t)  Since August 31, 1997, no material adverse change shall have
occurred with respect to the Company or the operation of its business and no
event or circumstance occurring or existing prior to such time shall be
disclosed or discovered after the date hereof which would constitute a material
adverse change if it had occurred after June 30, 1997; PROVIDED that payment of
the items set forth on EXHIBIT 4(w) shall not be deemed to constitute a basis
for determining the existence of any such material adverse change.

         (u)  Each of John Ellison, Jr., Russell O. Seheult and Jerry Willits
shall have waived (i) any and all rights of indemnification any of them have or
may have against the Company now or in the future with respect to any actions
taken prior to the date hereof and relating to any violation or alleged
violation by them of Section 16 of the 1934 Act and (ii) any and all rights for
expenses of separate counsel that any of them have or may have against the
Company now or in the future with respect to any actions taken prior to the date
hereof and relating to any violation or alleged violation by them of Rule 10b-5
under the 1934 Act, Section 5 of the 1933 Act or any related federal securities
laws or any similar or related state securities laws, which violation or alleged
violation arise(s) primarily as a result of violations of Section 16 of the 1934
Act.

         (v)  Intentionally omitted.

         (w)  Intentionally omitted.

         (x)  The agreements required to be terminated pursuant to SECTION 4(g)
shall have been terminated without damage or penalty to the Company.

         (y)  No material default or event of default shall have occurred and
be continuing with respect to the Bridge Loan which would not be cured as a
result of the Closing.


                                          29


         (z)  The Company shall have amended its most recent SEC Documents to
reflect such changes as Buyer shall have reasonably deemed necessary or
appropriate, if any, to the extent permitted to be required by Buyer pursuant to
SECTION 4(v ) hereof.

    7.   INDEMNIFICATION.

         (a)  The Company shall defend, protect, indemnify and hold harmless
Buyer, Lender and each other holder of the Notes, the Shares, the Warrants, the
Warrant Shares, the Conversion Shares and/or Adjustment Shares and all of their
officers, directors, employees and agents (including, without limitation, those
retained in connection with the transactions contemplated by this Agreement)
(collectively, the "BUYER INDEMNITEES") from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of whether any such
Buyer Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys' fees and disbursements (the
"INDEMNIFIED LIABILITIES"), incurred by any Buyer Indemnitee as a result of, or
arising out of, or relating to (a) any misrepresentation or breach of any
representation or warranty made by the Company in this Agreement, the Note or
the Warrants or any other certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of
the Company contained in this Agreement, the Warrants, the Note or any other
certificate, instrument or document contemplated hereby or thereby, or (c) any
cause of action, suit or claim brought or made against such Buyer Indemnitee and
arising out of or resulting from the execution, delivery, performance or
enforcement of this Agreement or any other instrument, document or agreement
executed pursuant hereto by any of the Buyer Indemnitees, any transaction
financed or to be financed in whole or in part, directly or indirectly, with the
proceeds of the issuance of the Shares, the Warrant Shares or the Bridge Loan or
the status of Buyer or holder of the Shares, the Warrants, the Warrant Shares or
Adjustment Shares as an investor in the Company.  To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the
Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.

         (b)  Lender and Buyer shall severally defend, protect, indemnify and
hold harmless the Company and its officers, directors, employees and agents
(including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (the "COMPANY INDEMNITEE") from and
against any and all Indemnified Liabilities incurred by any Company Indemnitee
as a result of, or arising out of, or relating to (a) any misrepresentation or
breach of any representation or warranty made by Buyer or Lender in this
Agreement or any other certificate, instrument or document contemplated hereby,
and (b) any breach of any covenant, agreement or obligation of Buyer or Lender
contained in this Agreement or any other certificate, instrument or document
contemplated hereby.

         (c)  Any party entitled to indemnification under this SECTION 7 (an
"INDEMNIFIED PARTY") shall give written notice to the party from which
indemnification is sought (the "INDEMNIFYING PARTY") of any claim with respect
to which it seeks indemnification within fifteen (15) days of learning of such
claim; provided that the failure of any party entitled to


                                          30


indemnification hereunder to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this SECTION 7 except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any action, proceeding or claim is brought against an
indemnified party in respect of which indemnification is sought hereunder, the
indemnifying party shall be entitled to participate in and, unless in the
reasonable judgment of the indemnified party a conflict of interest between it
and the indemnifying party may exist in respect of such action, proceeding or
claim, to assume the defense thereof, with counsel reasonably satisfactory to
the indemnified party.  In the event that the indemnifying party advises an
indemnified party that it will contest such a claim for indemnification
hereunder, or fails, within thirty (30) days of receipt of any indemnification
notice to notify, in writing, such person of its election to defend, settle or
compromise, at its sole cost and expense, any action, proceeding or claim (or
discontinues its defense at any time after it commences such defense), then the
indemnified party may, at its option, in good faith, defend, settle or otherwise
compromise or pay such action or claim without prior consent of the indemnifying
party and the indemnifying party will be liable for all costs, expenses,
settlement amounts or other losses paid or incurred in connection therewith.  In
any event, unless and until the indemnifying party elects in writing to assume
and does so assume the defense of any such claim, proceeding or action, the
indemnified party's costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to
indemnification hereunder.  To the extent not prejudicial to the interests of
the indemnified party, the indemnified party shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the indemnified party which
relates to such action or claim.  The indemnifying party shall keep the
indemnified party fully apprised at all times as to the status of the defense or
any settlement negotiations with respect thereto.  If the indemnifying party
elects to defend any such action or claim, then the indemnified party shall be
entitled to participate in such defense with counsel of its choice at its sole
cost and expense.  Anything in this SECTION 7 to the contrary notwithstanding,
the indemnifying party shall not, without the indemnified party's prior written
consent, settle or comprise any claim or consent to entry of any judgment in
respect thereof which imposes injunctive or other equitable relief against the
indemnified party, which imposes any future obligation on the indemnified party
or which does not include, as an unconditional term thereof, the giving by the
claimant or the plaintiff to the indemnified party of a release from all
liability in respect of such claim.  The indemnification required by this
SECTION 7 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.  The indemnity agreements
contained herein shall be in addition to:

                   (i)  any cause of action or similar right of the indemnified
    party against the indemnifying party or others, and

                  (ii)  any liabilities the indemnifying party may be subject
    to pursuant to the law.

         (d)  The representations and warranties and indemnities provided in
this Agreement shall survive indefinitely and are in no way intended to limit
the Buyer's rights under


                                          31


SECTION 4(w) hereof; PROVIDED, HOWEVER, that Buyer shall not be permitted, by
virtue of more than one of this SECTION 7(d) and SECTION 4(w) to receive
compensation with respect of its damages to the extent Buyer has received
adequate recourse under the other such provision; PROVIDED, HOWEVER, that the
applicability of one such section shall not invalidate the applicability of the
other.

    8.   MISCELLANEOUS.

         (a)  GOVERNING LAW.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California without
regard to the principles of conflict of laws.

         (b)  COUNTERPARTS.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party.  In the event any signature page is
delivered by facsimile transmission, the party using such means of delivery
shall cause four (4) additional original executed signature pages to be
physically delivered to the other party within five (5) days of the execution
and delivery hereof.

         (c)  HEADINGS.  The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.

         (d)  SEVERABILITY.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, the party for whose benefit such
provision is included shall have the right to determine that such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.

         (e)  ENTIRE AGREEMENT; AMENDMENTS.  This Agreement supersedes all
other prior oral or written agreements between the Buyer, Lender, the Company,
their affiliates and persons acting on their behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein
including, without limitation, any documents evidencing or relating to the
Bridge Loan, contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company, Buyer nor Lender makes any representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.

         (f)  NOTICES.  Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy
is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days
after being sent by U.S. certified mail, return receipt requested, or (iv) one
(1) day after


                                          32


deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same.  The addresses and
facsimile numbers for such communications shall be:

    If to the Company:

         CinemaStar Luxury Theaters, Inc.
         431 College Boulevard
         Oceanside, California 92057

         Telephone:     619-630-2011
         Facsimile:     619-630-8593
         Attention:     Chief Executive Officer

    With a copy to:

         Jeffer, Mangels, Butler & Marmaro, LLP
         2121 Avenue of the Stars, 10th Floor
         Los Angeles, California  90067

         Telephone:     310-203-8080
         Facsimile:     310-203-0567
         Attention:     Joel I. Bennett, Esq.

    If to Buyer and/or Lender:

         Rust Capital, L.P.
         327 Congress Avenue
         Suite 200
         Austin, Texas  78701

         Telephone:     512-476-2995
         Facsimile:     512-474-1610
         Attention:     Jack R. Crosby


                                          33


    With a copy to:

         Katten Muchin & Zavis
         1999 Avenue of the Stars
         Suite 1400
         Los Angeles, CA 90067-6042

         Telephone:     (310) 788-4400
         Facsimile:     (310) 788-4471
         Attention:     Craig D. Crockwell, Esq.

         (g)  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Buyer including by merger or
consolidation.  Buyer may assign some or all of its rights hereunder to an
entity or entities under common control with Buyer without the consent of the
Company, PROVIDED, HOWEVER, that any such assignment shall not release Buyer
from its obligations hereunder unless such obligations are assumed by such
assignee and the Company has consented to such assignment and assumption.

         (h)  NO THIRD PARTY BENEFICIARIES.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

         (i)  PUBLICITY.  The Company and Buyer shall have the right to approve
before issuance any press releases or any other public statements with respect
to the transactions contemplated hereby; PROVIDED, HOWEVER, that the Company
shall be entitled, without the prior approval of any Buyer, to make any press
release or other public disclosure with respect to such transactions as is
required by applicable law and regulations (although Buyer shall be consulted by
the Company in connection with any such press release or other public disclosure
prior to its release and shall be provided with a copy thereof).

         (j)  FURTHER ASSURANCES.  Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         (k)  TERMINATION.

                   (i)  This Agreement may be terminated at any time prior to
the Closing, whether before or after approval of the matters presented in
connection therewith, by Buyer or the Company:


                                          34


                        (1)  by the Buyer, if any fact or series of facts not
known or existing prior to the date hereof become known which, in the aggregate,
could, in the Buyer's reasonable opinion, have a material adverse effect on the
Company or the operation of its business;

                        (2)  by mutual consent;

                        (3)  by the Buyer (A) if there has been a material
breach of any covenant or agreement on the part of the Company set forth in this
Agreement, (B) if any representation or warranty of the Company is not true and
correct in all material respects; provided that, such representations and
warranties shall be considered true and correct in all material respects unless
all misrepresentations and breaches of warranty, taken in the aggregate, would
be deemed important (though not necessarily dispositive) by a reasonable,
prudent investor in making a decision whether or not to invest in the securities
of the Company, and provided further that in determining the existence of any
misrepresentation or breach of warranty any qualification for materiality
contained in the representation or warranty in question shall be ignored, or (c)
if any permanent injunction or other order of a court or other competent
authority preventing the consummation of the sale of the Share shall have become
final and non-appealable;

                        (4)  by the Company (X) if there has been a material
breach of any covenant or agreement on the part of Buyer set forth in this
Agreement, (Y) if any representation or warranty of the Buyer is not true and
correct in all material respects; provided that, such representations and
warranties shall be considered true and correct in all material respects unless
all misrepresentations and breaches of warranty, taken in the aggregate, would
be deemed important (though not necessarily dispositive) by a reasonable,
prudent seller in making a decision whether or not to enter into an agreement to
sell specified securities of the Company, and provided further that in
determining the existence of any misrepresentation or breach of warranty any
qualification for materiality contained in the representation or warranty in
question shall be ignored, or (Z) if any permanent injunction or other order of
a court or other competent authority preventing the consummation of the sale of
the Shares shall have become final or non-appealable; or

                        (5)  by either of Buyer or the Company if the Closing
shall not have been consummated on or before December 7, 1997; PROVIDED THAT,
the party terminating this Agreement shall only be entitled to do so if such
party is not then in default of this Agreement; PROVIDED FURTHER THAT, if there
is a Delayed Proxy, the date for the Closing shall be extended to January 6,
1998.

                  (ii)  Each party's right of termination under this SECTION
8(k) is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an election of
remedies.  If this Agreement is terminated pursuant to this SECTION 8(k), all
further obligations of the parties under this Agreement will terminate, except
that the obligations in SECTIONS 4(i), 4(k) AND 7 shall survive; PROVIDED,
HOWEVER, that, subject to the liquidated damages provisions of SECTION 4(i), if
this Agreement is terminated by a party because of the breach of this Agreement
by the other party or because one


                                          35


or more of the conditions to the terminating party's obligations under this
Agreement is not satisfied as a result of the other party's failure to comply
with its obligations under this Agreement, the terminating party's right to
pursue all legal remedies will survive any such termination unimpaired and such
party shall be entitled to be reimbursed for its expenses incurred prior to the
date of such termination in connection with the transactions contemplated by
this Agreement.

         (l)  PLACEMENT AGENT.  The Company shall be responsible for the
payment of any fees or commissions payable to The Watley Group, LLC and
represents that no other placement agent's fees or broker's commissions are
payable in connection with or relating to or arising out of the transactions
contemplated hereby as a result of the actions of the Company.  The Company
shall pay, and hold Buyer harmless against, any liability, loss or expense
(including, without limitation, attorneys' fees and out of pocket expenses)
arising in connection with any claim contrary to the Company's representation
hereunder.

         (m)  NO STRICT CONSTRUCTION.  The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.

         (n)  ARBITRATION.

                   (i)  The parties agree that all disputes, claims and other
matters in controversy arising under this Agreement, or the performance or
breach hereof, shall be submitted to binding arbitration in accordance with the
provisions and procedures of this SECTION 8.

                  (ii)  The arbitration provided for in this SECTION 8 shall
take place in Los Angeles County, California, in accordance with the provisions
of Title 9, Sections 1280 ET SEQ. of the California Code of Civil Procedure,
except as provided to the contrary hereunder.  The arbitration shall be held
before and decided by a single neutral arbitrator.  The single neutral
arbitrator shall be selected from a list of retired judges of the Superior Court
of the State of California for the County of Los Angeles by a process mutually
agreed upon the parties.  If no agreement can be reached as to the process for
selecting the arbitrator or if agreed method fails, the arbitrator shall be
appointed in accordance with the provisions of California Code of Civil
Procedure Section 1281.6.

                 (iii)  The parties shall mutually agree upon the date and
location of the arbitration, subject to the availability of the arbitrator. If
no agreement can be reached as to the date and location of the arbitration, the
arbitrator shall appoint a time and place in accordance with the provisions of
California Code of Civil Procedure Section 1282.2(a)(1), except that the
arbitrator shall give not less than 30 days notice of the hearing unless the
parties mutually agree to shorten time for such notice.

                  (iv)  The parties shall be entitled to undertake discovery in
the arbitration in accordance with the provisions of subsections (a) through (d)
of California Code of Civil Procedure Section 1283.05.  In conjunction with
these procedures, the parties shall be entitled to request


                                          36


and obtain production of documents in discovery in the arbitration in accordance
with the same rights, remedies and procedures, and shall be subject to all of
the same duties, liabilities and obligations as if the subject matter of the
arbitration were pending in a civil action before a Superior Court of the State
of California.  The parties hereby agree that any discovery taken hereunder
shall be permitted without first securing leave of the arbitrator and shall be
kept to a reasonable minimum.

                   (v)  The decision of the arbitrator may be confirmed
pursuant to the provisions of California Code of Civil Procedure Section 1285,
and shall not be appealable for any reason, it being understood that a petition
to vacate an award for any of the reasons set forth California Code of Civil
Procedure Section 1286.2 shall not be permitted.

                  (vi)  The details and/or existence of any dispute, claims and
other matters in controversy to be arbitrated hereunder, as well as the
arbitration proceedings themselves and any discovery taken in connection with
the arbitration, shall be kept strictly confidential and shall not be disclosed
or discussed with any third party.

                 (vii)  The arbitrator may award to the prevailing party, if
any, as determined by the arbitrator, part or all of the prevailing party's
costs and fees.  "COSTS AND FEES" means all reasonable pre-award expenses of the
arbitration, including the arbitrator's fees, administrative fees, travel
expenses, out-of-pocket expenses such as photocopy, telecopy and telephone
charges, witness fees and attorneys' fees.

                (viii)  Notwithstanding the foregoing, the Buyer shall be
entitled to specifically enforce its rights and the obligations of the Company
hereunder, provided that such enforcement shall be in accordance with the
arbitration procedures set forth in this SECTION 8(n).


                                          37



    IN WITNESS WHEREOF, Buyer, Lender and the Company have caused this Stock
Purchase Agreement to be duly executed as of the date first written above.

                                            COMPANY:

                                            CINEMASTAR LUXURY THEATERS, INC.


                                            By:
                                                 ------------------------------
                                                 John Ellison, Jr., President



                                            BUYER:

                                            CINEMASTAR ACQUISITION PARTNERS,
                                            L.L.C.



                                            By:
                                                 ------------------------------
                                                 Neil Austrian, Vice President


                                            LENDER:

                                            REEL PICTURES, L.L.C.



                                            By:
                                                 ------------------------------
                                                 Neil Austrian, Vice President

EX-4.2

                                       
                           FORM OF PURCHASE WARRANT
                           ------------------------


THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
ACT OR THE RULES AND REGULATIONS THEREUNDER.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

                                            Original Issue:  __________ __, 1997

                                       
                        CINEMASTAR LUXURY THEATERS, INC.

                        WARRANT TO PURCHASE COMMON STOCK
                              (Without Par Value)

    This is to certify that, for value received, CINEMASTAR ACQUISITION 
PARTNERS, L.L.C., a Delaware limited liability company, or its registered 
assigns (the "Holder") or any subsequent Holder, by acceptance of delivery 
hereof, is entitled to purchase, subject to the provisions of this Warrant, 
from CINEMASTAR LUXURY THEATERS, INC., a California corporation (the 
"Company"), at a price equal to $.____ [THE LESSER OF (i) THE AVERAGE 
CLOSING PRICE OF THE COMMON STOCK FOR THE FIVE (5) TRADING DAYS PRIOR TO 
THE DATE OF ORIGINAL ISSUE HEREOF AND (ii) THE PER SHARE PURCHASE PRICE IN 
THE STOCK PURCHASE AGREEMENT], at any time after the date hereof through 
__________ __, 2007 [TEN YEARS FROM THE DATE OF ORIGINAL ISSUE HEREOF], up 
to One Million Six Hundred Thirty Thousand Six Hundred and Twenty-Four 
(1,630,624) shares of the Common Stock of the Company, no par value 
(the "Common Stock"), and any such Holder shall be governed and bound by 
all of the covenants, terms and conditions contained herein.  The number 
of shares of Common Stock to be received upon the exercise of this Warrant 
and the price to be paid for a share of Common Stock may be adjusted from 
time to time as hereinafter set forth.  The shares of Common Stock 
deliverable upon such exercise and as adjusted from time to time are 
hereinafter sometimes referred to as "Warrant Shares", and the exercise 
price of a share of Common Stock in effect at any time and as adjusted 
from time to time is hereinafter sometimes referred to as the "Exercise Price".



    1.   EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in 
part at any time or from time to time after the date hereof, by presentation 
and surrender hereof to the Company at its office at 431 College Boulevard, 
Oceanside, California 92057, with the purchase form annexed hereto duly 
executed and accompanied by payment of the Exercise Price for the number of 
shares of Common Stock specified in such form.  This Warrant is being granted 
to the Holder in connection with and as consideration for the consummation of 
the transactions contemplated by that certain Stock Purchase Agreement (the 
"Purchase Agreement") by and among the Company, Reel Partners, L.L.C. and the 
original Holder of this Warrant dated September 23, 1997 pursuant to which 
the Holder is making an equity investment in the Company.  If this Warrant 
should be exercised in part only, the Company shall, upon surrender of this 
Warrant for cancellation, execute and deliver a new Warrant evidencing the 
rights of the Holder to purchase the balance of the Warrant Shares 
purchasable hereunder. Upon receipt by the Company of this Warrant at its 
office in proper form for exercise, the Holder shall be deemed to be the 
holder of record of the shares of Common Stock issuable upon such exercise, 
notwithstanding that certificates representing such shares of Common Stock 
shall not then be actually delivered to the Holder.  The covenants and 
agreements of the Company under this Warrant shall, as applicable, survive 
the exercise hereof.

    2.   RESERVATION OF SHARES, FRACTIONAL SHARES.

    (a)  The Company hereby agrees that at all times it shall reserve for 
issue and delivery upon exercise of this Warrant such number of shares of its 
Common Stock as shall be required for issue and delivery upon exercise of 
this Warrant. To the extent that such reserved shares are not sufficient for 
purposes of this Warrant, the Company agrees to use its best efforts to 
ensure that such reserved shares be available.

    (b)  No fractional shares or scrip representing fractional shares shall 
be issued upon the exercise of this Warrant.  With respect to any fraction of 
a share called for upon exercise hereof, the Company shall pay to the Holder 
an amount in cash equal to such fraction multiplied by the then current 
market value of a share of Common Stock, determined as follows:

    (i)  If the Common Stock is listed on a national securities exchange or 
admitted to unlisted trading privileges on such exchange the current value 
shall be the last reported sale price of the Common Stock on such exchange on 
the last business day prior to the date of exercise of this Warrant or if no 
such sale is made on such day, the average closing bid and asked prices for 
such day on such exchange; or

    (ii)  If the Common Stock is not listed or admitted to unlisted trading 
privileges the current value shall be the mean of the last reported bid and 
ask prices reported by the NASDAQ SmallCap Market or the National Quotation 
Bureau, Inc., on the last business day prior to the date of the exercise of 
this Warrant; or

    (iii)  If the Common Stock is not so listed or admitted to unlisted 
trading privileges and bid and ask prices are not so reported, the current 
value shall be an amount, not less than book 

                                         -2-


value, determined in such reasonable manner as may be prescribed by the Board of
Directors of the Company, subject to the Holder's consent to such value.

    3.   EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT.  This Warrant is 
exchangeable, without expense to the Holder, at the option of the Holder, 
upon presentation and surrender hereof to the Company for other Warrants of 
different denominations entitling the Holder hereof to purchase in the 
aggregate the same number of shares of Common Stock purchasable hereunder.  
Any such exchange shall be made by surrender of this Warrant to the Company 
or at the office of its agent, if any, with the assignment form annexed duly 
executed.  Subject to compliance with the provisions of applicable law, the 
Company, without charge to the Holder, shall execute and deliver a new 
Warrant in the name of any assignee named in such instrument or assignment, 
and this Warrant shall promptly be canceled.  This Warrant may be divided or 
combined with other Warrants which carry the same rights upon presentation 
hereof at the office of the Company or at the office of its agent, if any, 
together with a written notice specifying the names and denominations in 
which new Warrants are to be issued and signed by the Holder hereof.  The 
term "Warrant" as used herein includes any Warrants into which this Warrant 
may be divided or exchanged.  Upon receipt by the Company of evidence 
satisfactory to it of the loss, theft, destruction or mutilation of this 
Warrant, and (in the case of loss, theft or destruction) of reasonably 
satisfactory indemnification, and upon surrender and cancellation of this 
Warrant, if mutilated, the Company will execute and deliver a new Warrant of 
like tenor and date.  Any such new Warrant executed and delivered shall 
constitute an additional contractual obligation on the part of the Company, 
whether or not this Warrant so lost, stolen, destroyed or mutilated shall be 
at any time enforceable by anyone.

    4.   RIGHTS OF THE HOLDER.  This Warrant shall not entitle the holder 
hereof to any voting rights or other rights as a stockholder of the Company.  
No provision of this Warrant, in the absence of affirmative action by the 
Holder to purchase shares of Common Stock, and no mere enumeration herein of 
the rights or privileges of the Holder, shall give rise to any liability of 
the Holder for the warrant purchase price or as a stockholder of the Company, 
whether such liability is asserted by the Company or by creditors of the 
Company.  The rights of the Holder are limited to those expressed in this 
Warrant and are not enforceable against the Company except to the extent set 
forth herein.

    5.   ADJUSTMENTS.  This Warrant is subject to the following further 
provisions:

    (a) In case, prior to the expiration of this Warrant by exercise or by 
its terms, the Company shall issue any shares of Common Stock as a stock 
dividend or subdivide the number of outstanding shares of Common Stock into a 
greater number of shares, then in either of such cases, the Exercise Price 
per share of the Warrant Shares purchasable pursuant to this Warrant in 
effect at the time of such action shall be proportionately reduced, and the 
number of Warrant Shares at that time purchasable pursuant to this Warrant 
shall be proportionately increased; and conversely, in the event the Company 
shall contract the number of outstanding shares of Common Stock by combining 
such shares into a smaller number of shares, then, in such case, the Exercise 
Price per share of the warrant Shares purchasable pursuant to this Warrant in 
effect at the time of such action shall be proportionately increased, and the 
number of Warrant Shares at the time 

                                         -3-


purchasable pursuant to this Warrant shall be proportionally decreased.  Any 
dividend paid or distributed upon the Common Stock in stock of any other 
class or securities convertible into shares of Common Stock shall be treated 
as a dividend paid in Common Stock to the extent that shares of Common Stock 
are issuable upon the conversion thereof.

    (b)  In case, prior to the expiration of this Warrant by exercise or by 
its terms, the Company shall be recapitalized by reclassifying its Common 
Stock into any other type of stock, or the Company or a successor corporation 
shall consolidate or merge with or convey all or substantially all of its or 
of any successor corporation's property and assets (a "Sale") to any other 
corporation or corporations (any such corporation being included within the 
meaning of the term "successor corporation" in the event of any consolidation 
or merger of any such corporation with, or the sale of all or substantially 
all of the property of any such corporation to another corporation or 
corporations), in exchange for stock or securities of a successor 
corporation, the Holder of this Warrant shall thereafter have the right to 
purchase, upon the terms and conditions and during the time specified in this 
Warrant, in lieu of the Warrant Shares theretofore purchasable upon the 
exercise of this Warrant, the kind and number of shares of stock and other 
securities receivable upon such recapitalization or consolidation, merger or 
conveyance by a holder of the number of shares of Common Stock which the 
Holder of this Warrant might have purchased immediately prior to such 
recapitalization or consolidation, merger or conveyance.  The Company agrees 
not to undertake a Sale unless the successor corporation shall agree in 
writing to give effect to the provisions of this SECTION 5(b).

    (c)  Except as provided for in SUBSECTION 5(a) hereof, in the event the 
Company shall issue additional shares of Common Stock (including additional 
shares of Common Stock deemed to be issued as set forth in subdivision (g) 
below) without consideration (PROVIDED THAT, for purposes hereof, an issuance 
for no consideration shall be deemed to be an issuance for a per share 
consideration of $.01), or for a consideration per share less than the 
Exercise Price in effect on the date of and immediately prior to such issue, 
then the Exercise Price shall be reduced, concurrently with such issue, to a 
price equal to:  the amount determined by dividing (1) the sum of (x) the 
product derived by multiplying the Exercise Price in effect immediately prior 
to such issue or sale times the number of fully-diluted shares of Common 
Stock deemed outstanding immediately prior to such issue or sale, plus (y) 
the consideration, if any, received by the Company upon such issue or sale, 
by (2) the number of fully-diluted shares of Common Stock deemed outstanding 
immediately after such issue or sale; and the number of Warrant Shares shall 
be increased to an amount equal to quotient derived by dividing (i) result of 
multiplying the pre-adjustment Exercise Price times the pre-adjustment 
Warrant Shares, by (ii) the post-adjustment Exercise Price.

    (d)  Upon the occurrence of each event requiring an adjustment of the 
Exercise Price and of the number of Warrant Shares purchasable pursuant to 
this Warrant in accordance with and as required by, the terms of this SECTION 
5, the Company shall compute the adjusted Exercise Price and the adjusted 
number of Warrant Shares purchasable at such adjusted Exercise Price by 
reason of such event in accordance with the provisions of this SECTION 5 and 
shall prepare an officer's certificate setting forth such adjusted Exercise 
Price and the adjusted number of Warrant Shares and showing in detail the 
facts about which such conclusions are based.  The Company 

                                         -4-



shall forthwith mail a copy of such certificate to each Holder of this 
Warrant at the Holder's address shown in the Company's warrant registry (the 
"Warrant Registry"), and thereafter such certificate shall be conclusive and 
binding upon such Holder unless contested by such Holder by written notice to 
the Company ten (10) days after receipt of the certificate.

    (e) In case:

    (i)  the Company shall take a record of the holders of its Common Stock 
for the purpose of entitling them to receive a dividend or any other 
distribution in respect of the Common Stock (including cash) pursuant to, 
without limitation, any spin-off, split-off or distribution of the Company's 
assets; or

    (ii)  the Company shall take a record of the holders of its Common Stock 
for the purpose of entitling them to subscribe for or purchase any shares of 
stock of any class or to receive any other rights; or

    (iii)  of a classification, reclassification or other reorganization of 
the capital stock of the Company, consolidation or merger of the Company with 
or into another corporation or conveyance of all or substantially all of the 
assets of the Company; or

    (iv)  of the voluntary or involuntary dissolution, liquidation or winding 
up of the Company,

then, and in any such case, the Company shall mail to the Holder of this 
Warrant at the Holder's address shown in the Company's Warrant Registry a 
notice stating the date or expected date (the "Record Date") on which a 
record is to be taken for the purpose of such dividend, distribution or 
rights, on which such classification, reclassification, reorganization, 
consolidation, merger, conveyance, dissolution, liquidation or winding up is 
to take place, as the case may be.  Such notice shall then specify the date 
or expected date, if any is to be fixed, as of which holders of Common Stock 
of record shall be entitled to participate in said dividend, distribution or 
rights, or shall be entitled to exchange shares of Common Stock for 
securities or other property deliverable upon such liquidation or winding up, 
as the case may be.  Such notice shall be provided at least five (5) business 
days prior to the Record Date.

    (f)  In case the Company at any time while this Warrant shall remain 
unexpired and unexercised shall dissolve, liquidate or wind up its affairs, 
the Holder of this Warrant may receive, upon exercise hereof prior to the 
Record Date, in lieu of each share of Common Stock of the Company which it 
would have been entitled to receive, the same number of any securities or 
assets as may be issuable, distributable or payable upon any such 
dissolution, liquidation or winding up with respect to each share of Common 
Stock of the Company.

    (g)  In the event the Company at any time or from time to time after the
date hereof shall issue any rights to subscribe for or to purchase, or any
options for the purchase of, Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or options being
herein called "Options" and such convertible or exchangeable stock or 


                                         -5-


securities being herein called "Convertible Securities") or shall fix a record
date for the determination of holders of any class of securities then entitled
to receive any such Options or Convertible Securities, then the maximum number
of shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein designed to protect against dilution) of Common
Stock issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be additional shares of Common Stock issued as of
the time of such issue or, in case such a record date shall have been fixed, as
of the close of business on such record date.  In addition, if the purchase
price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exchangeable
for shares of Common Stock change at any time, the Exercise Price in effect at
the time of such change shall be readjusted to the Exercise Price which would
have been in effect at such time had such Options or Convertible Securities
still outstanding provided for such changed purchase price, additional
consideration or changed conversion rate, as the case may be, at the time
initially granted, issued or sold and the number of Warrant Shares acquirable
hereunder shall be correspondingly readjusted.  Upon the expiration of any
Option or the termination of any right to convert or exchange any Convertible
Securities without the exercise of such Option or right, the Exercise Price then
in effect and the number of Warrant Shares acquirable hereunder shall be
adjusted to the Exercise Price and the number of Warrant Shares in effect at the
time of such expiration or termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination, never been issued.

    (h)  The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this SECTION 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the Holder against impairment.

6.  RESTRICTION ON TRANSFERABILITY.

    (a)  This Warrant and the shares of the Company issuable upon the exercise
of this Warrant have not been registered under the Securities Act of 1933, as
amended (the "Act").  By acceptance hereof, the Holder covenants, agrees and
represents that:

    (i)  This Warrant has been acquired for, and such shares, if acquired upon
the exercise of this Warrant, shall be acquired for, investment and may not be
sold, offered for sale, pledged, hypothecated or otherwise transferred, in the
absence of an effective registration statement for such securities under the Act
or an opinion of counsel for the Company to the effect that registration is not
required under the Act, and the Holder has the capacity to protect its interests
in connection with the purchase of this Warrant.


                                         -6-


    (ii)  The Holder has had the opportunity to ask questions and receive
answers from the Company about the Company's business and the purchase by Holder
of these securities, and Holder has been given the opportunity to make any
inquiries that Holder may desire of any personnel of the Company concerning the
proposed operation of the Company and has been furnished with all of the
information he has requested.  No advertisement has been used in connection with
the offer or sale of this Warrant to the Holder.

    (iii)  The Holder will not offer, sell, transfer, mortgage, assign or
otherwise dispose of this Warrant or the shares of Common Stock issuable upon
the exercise of this Warrant except pursuant to a registration statement under
the Act and qualification under applicable state securities laws or pursuant to
an opinion of counsel satisfactory to the Company that such registration and
qualification are not required, and that the transaction (if it involves a sale
in the over-the-counter market or on a securities exchange) does not violate any
provision of the Act.  The Holder understands that a stop-transfer order will be
placed on the books of the Company respecting this Warrant and any certificates
representing the shares of Common Stock issuable upon the exercise of this
Warrant and that this Warrant and any such certificates shall bear a restrictive
legend and a stop transfer order shall be placed with the transfer agent
prohibiting any such transfer until such time as the securities represented by
such certificates shall have been registered under the Act or shall have been
transferred in accordance with an opinion of counsel for the Company that such
registration is not required; and

    (iv)  The Holder understands that it must hold the shares issuable upon the
exercise of this Warrant indefinitely unless they are registered under the Act
or an exemption from registration becomes available.  Although the Company files
reports pursuant to  the Securities Act of 1934 and accordingly makes available
to the public the information required by Rule 144, nothing contained in this
warrant shall, in itself, require the Company to continue to make available to
the public such information.

    (b)  Each certificate for the shares issued upon the exercise of the
Warrant shall bear a legend in substantially the following form:

    "The shares represented by this Certificate have been acquired for
    investment and have not been registered under the Securities Act of 1933,
    as amended (the "Act") and may not be sold, offered for sale, pledged,
    hypothecated or otherwise transferred except pursuant to a registration
    statement under the Act or an exemption from registration under the Act or
    the rules and regulations thereunder."

    7.   REGISTRATION RIGHTS.  

         7.1  DEMAND REGISTRATION.

         (a)  REQUESTS FOR REGISTRATION.  Subject to the terms of this
Agreement, the Holder may, at any time subsequent to the Purchase Agreement
Date, request registration under the Act of all or part of its Warrant Shares on
Form S-1 or Form SB-2 or any similar long-form registration ("Long-Form
Registrations") or, if available, on Form S-2 or S-3 or any similar short-


                                         -7-


form registration ("Short-Form Registrations").  All registrations requested
pursuant to this SECTION 7.1 are referred to herein as "Demand Registrations." 
For purposes hereof, the "Purchase Agreement Date "shall mean the date of the
closing of the transactions contemplated by the Purchase Agreement, or the date
of termination of such Purchase Agreement. 

         (b)  PAYMENT OF EXPENSES FOR DEMAND REGISTRATIONS.  The Company will
pay all registration expenses for the first two Demand Registrations (whether a
Long-Form Registration or a Short-Form Registration).  A registration will not
count as one of the Company paid Demand Registrations until it has become
effective and the holders of Warrant Shares are able to register and are
permitted to sell at least 90% of the Warrant Shares requested to be included in
such registration; PROVIDED, HOWEVER, that in any event the Company will pay all
registration expenses in connection with any registration initiated as a Demand
Registration.  In a Demand Registration other than the first two Demand
Registrations, the registration expenses of such registration shall be borne by
the holders of Warrant Shares to be registered thereunder.

         (c)  SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
Registrations provided pursuant to SECTION 7.1(a) above, the holders of Warrant
Shares will be entitled to request an unlimited number of Short-Form
Registrations, PROVIDED, HOWEVER, that the aggregate offering value of the
Warrant Shares requested to be registered in any Short-Form Registration must be
reasonably expected to equal at least $500,000.  Demand Registrations will be
Short-Form Registrations whenever the Company is permitted to use any applicable
short form.  If a Short-Form Registration is to be an underwritten public
offering, and if the underwriters for marketing or other reasons request the
inclusion in the registration statements of information which is not required
under the Act to be included in a registration statement on the applicable form
for the Short-Form Registration, the Company will provide such information as
may be reasonably requested for inclusion by the underwriters in the Short-Form
Registration.

         (d)  PRIORITY.  The Company will not include in any Demand
Registration any securities which are not Warrant Shares without the written
consent of the Holder.  If a Demand Registration is an underwritten public
offering and the managing underwriters advise the Company in writing that in
their opinion the inclusion of the number of Warrant Shares and other securities
requested to be included creates a substantial risk that the price per share of
Common Stock will be reduced, the Company will include in such registration,
prior to the inclusion of any securities which are not Warrant Shares, the
number of Warrant Shares requested to be included which in the opinion of such
underwriters can be sold without creating such a risk.

         (e)  SELECTION OF UNDERWRITERS.  The Holder shall have the right to
select the investment banker(s) and manager(s) to administer any Demand
Registration, subject to the Company's approval which will not be unreasonably
withheld.

         (f)  COMPANY REGISTRATION.  Notwithstanding anything to the contrary
herein, if after September 23, 1997 the Company has filed a registration
statement under the Act with respect to an underwritten offering of shares of
the Common Stock, then any Demand Registration shall be delayed for a period of
90 days following the effective date of such registration statement 


                                         -8-


(or, at the option of the parties requesting such Demand Registration, the
Demand Registration may be withdrawn).

         7.2  PARTICIPATION IN REGISTERED OFFERINGS ("PIGGYBACK RIGHTS").  If
the Company at any time or times proposes or is required to register any of its
Common Stock or other equity securities (whether such Common Stock or other
equity securities are owned by the Company or another holder entitled to demand
registration) for public sale for cash under the Act (other than on Forms S-4
and S-8 or similar registration forms), it will at each such time or times give
written notice to the Holder of its intention to do so.  Upon the written
request of the Holder given within 20 days after receipt of any such notice, the
Company shall use its best efforts to cause to be included in such registration
any Warrant Shares held by the Holder (or its permitted transferees) and
requested to be registered under the Act and any applicable state securities
laws; PROVIDED, that if such registration is an underwritten public offering and
the managing underwriter advises that less than all of the shares and Warrant
Shares to be registered should be offered for sale so as not materially and
adversely to affect the price or salability of the offering, the Holder and any
other securities holders entitled to piggyback rights with respect to such
registration shall reduce on a pro rata basis the number of their shares of
Common Stock (as if exercised) to be included in the registration statement as
required by the managing underwriter to the extent requisite to permit the sale
or other disposition (in accordance with the intended method of disposition
thereof as aforesaid) by the prospective seller or sellers of the securities so
registered.

    8.   REGISTRATION ON THE BOOKS OF THE COMPANY.  The Company shall keep, or
cause to be kept, at its office at 431 College Boulevard, Oceanside, California
92057, a register in which the Company shall register this Warrant.  No transfer
of this Warrant shall be valid unless made at such office and noted on the
Warrant register upon satisfaction of all conditions for transfer.  When
presented for transfer or payment, this Warrant shall be accompanied by a
written instrument or instruments of transfer or surrender, in form satisfactory
to the Company, duly executed by the registered Holder or by his duly authorized
attorney.  The Company may deem and treat the registered Holder hereof as the
absolute owner of this Warrant for all purposes, and the Company shall not be
affected by any notice to the contrary.

    9.   GOVERNING LAW.  This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the laws of the
State of California.  


                                         -9-


    IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer.


                             CINEMASTAR LUXURY THEATERS, INC.



                             By: 
                                  ------------------------------
                                  John Ellison, Jr., President

Agreed to and Accepted:

CINEMASTAR ACQUISITION PARTNERS, L.L.C.


    
By:
   --------------------------------
    Neil Austrian, Vice President


                                         -10-


                                    EXERCISE FORM
                                    -------------

To:

Dated:

         The undersigned, pursuant to the provisions set forth in the attached
warrant, hereby agrees to subscribe for the purchase of _________ shares of
Common Stock represented by this warrant and makes payment herewith in full
therefor at the price per share provided by this warrant.


                             Print Name 
                                       ------------------------------


                             Signature
                                       ------------------------------


                                         -11-


                                   ASSIGNMENT FORM



    FOR VALUE RECEIVED __________________________________________ hereby sells,
assigns and transfers unto 

Name ____________________________________________________________
         (Please typewrite or print in block letters)

Address _________________________________________________________
the right to purchase Common Stock, represented by this warrant, to the extent
of __________________ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint ___________________________ attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


                             Signature ___________________________


Date:  ________________, 19__




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.



                                         -12-

EX-4.3

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
ACT OR THE RULES AND REGULATIONS THEREUNDER.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

                                             Original Issue:  September 23, 1997


                           CINEMASTAR LUXURY THEATERS, INC.

                           WARRANT TO PURCHASE COMMON STOCK
                                 (Without Par Value)

    This is to certify that, for value received, CINEMASTAR ACQUISITION
PARTNERS, L.L.C., a Delaware limited liability company, or its registered
assigns (the "Holder") or any subsequent Holder, by acceptance of delivery
hereof, is entitled to purchase, subject to the provisions of this Warrant, from
CINEMASTAR LUXURY THEATERS, INC., a California corporation (the "Company"), at a
price equal to $.848202, at any time after the date hereof through September 23,
2007, up to One Million (1,000,000) shares of the Common Stock of the Company,
no par value (the "Common Stock"), and any such Holder shall be governed and
bound by all of the covenants, terms and conditions contained herein.  The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock may be adjusted
from time to time as hereinafter set forth.  The shares of Common Stock
deliverable upon such exercise and as adjusted from time to time are hereinafter
sometimes referred to as "Warrant Shares", and the exercise price of a share of
Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price".

    1.   EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in
part at any time or from time to time after the date hereof, by presentation and
surrender hereof to the Company at its office at 431 College Boulevard,
Oceanside, California 92057, with the purchase form annexed hereto duly executed
and accompanied by payment of the Exercise Price for the number of shares of
Common Stock specified in such form.  This Warrant is being granted to the
Holder in connection with and as consideration for the execution and delivery of
the Purchase Agreement (defined below).  If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the rights of the Holder to
purchase the balance of the Warrant Shares purchasable hereunder.  



Upon receipt by the Company of this Warrant at its office in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder.  The covenants and agreements of the Company under this Warrant
shall, as applicable, survive the exercise hereof.

    2.   RESERVATION OF SHARES, FRACTIONAL SHARES.

    (a)  The Company hereby agrees that at all times it shall reserve for issue
and delivery upon exercise of this Warrant such number of shares of its Common
Stock as shall be required for issue and delivery upon exercise of this Warrant.

    (b)  No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant.  With respect to any fraction of a
share called for upon exercise hereof, the Company shall pay to the Holder an
amount in cash equal to such fraction multiplied by the then current market
value of a share of Common Stock, determined as follows:

    (i)  If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange the current value shall
be the last reported sale price of the Common Stock on such exchange on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average closing bid and asked prices for such day on such
exchange; or

    (ii)  If the Common Stock is not listed or admitted to unlisted trading
privileges the current value shall be the mean of the last reported bid and ask
prices reported by the NASDAQ SmallCap Market or the National Quotation Bureau,
Inc., on the last business day prior to the date of the exercise of this
Warrant; or

    (iii)  If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and ask prices are not so reported, the current value shall
be an amount, not less than book value, determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company, subject to the
Holder's consent to such value.

    3.   EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT.  This Warrant is
exchangeable, without expense to the Holder, at the option of the Holder, upon
presentation and surrender hereof to the Company for other Warrants of different
denominations entitling the Holder hereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.  Any such exchange shall
be made by surrender of this Warrant to the Company or at the office of its
agent, if any, with the assignment form annexed duly executed.  Subject to
compliance with the provisions of applicable law, the Company, without charge to
the Holder, shall execute and deliver a new Warrant in the name of any assignee
named in such instrument or assignment, and this Warrant shall promptly be
canceled.  This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its agent, if any, together with a written notice specifying
the names and denominations in which new Warrants are to be issued and signed by
the Holder hereof.  The term 


                                         -2-


"Warrant" as used herein includes any Warrants into which this Warrant may be
divided or exchanged.  Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date.  Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed or mutilated shall be at any time enforceable by anyone.

    4.   RIGHTS OF THE HOLDER.  This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Company.  No
provision of this Warrant, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
warrant purchase price or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.  The rights
of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.

    5.   ADJUSTMENTS.  This Warrant is subject to the following further
provisions:

    (a) In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any shares of Common Stock as a stock dividend or
subdivide the number of outstanding shares of Common Stock into a greater number
of shares, then in either of such cases, the Exercise Price per share of the
Warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately reduced, and the number of Warrant Shares
at that time purchasable pursuant to this Warrant shall be proportionately
increased; and conversely, in the event the Company shall contract the number of
outstanding shares of Common Stock by combining such shares into a smaller
number of shares, then, in such case, the Exercise Price per share of the
warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately increased, and the number of Warrant Shares
at the time purchasable pursuant to this Warrant shall be proportionally
decreased.  Any dividend paid or distributed upon the Common Stock in stock of
any other class or securities convertible into shares of Common Stock shall be
treated as a dividend paid in Common Stock to the extent that shares of Common
Stock are issuable upon the conversion thereof.

    (b)  In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its Common Stock into
any other type of stock, or the Company or a successor corporation shall
consolidate or merge with or convey all or substantially all of its or of any
successor corporation's property and assets (a "Sale") to any other corporation
or corporations (any such corporation being included within the meaning of the
term "successor corporation" in the event of any consolidation or merger of any
such corporation with, or the sale of all or substantially all of the property
of any such corporation to another corporation or corporations), in exchange for
stock or securities of a successor corporation, the Holder of this Warrant shall
thereafter have the right to purchase, upon the terms and conditions and during
the time specified in this Warrant, in lieu of the Warrant Shares theretofore
purchasable upon the 


                                         -3-


exercise of this Warrant, the kind and number of shares of stock and other
securities receivable upon such recapitalization or consolidation, merger or
conveyance by a holder of the number of shares of Common Stock which the Holder
of this Warrant might have purchased immediately prior to such recapitalization
or consolidation, merger or conveyance.  The Company agrees not to undertake a
Sale unless the successor corporation shall agree in writing to give effect to
the provisions of this SECTION 5(b).

    (c)  Except as provided for in SUBSECTION 5(a) hereof, in the event the
Company shall issue additional shares of Common Stock (including additional
shares of Common Stock deemed to be issued as set forth in subdivision (g)
below) without consideration (PROVIDED THAT, for purposes hereof, an issuance
for no consideration shall be deemed to be an issuance for a per share
consideration of $.01), or for a consideration per share less than the Exercise
Price in effect on the date of and immediately prior to such issue, then the
Exercise Price shall be reduced, concurrently with such issue, to a price equal
to: 

    (i)  if such issuance is prior to the Purchase Agreement Date, the
consideration per share at which such additional shares of Common Stock are
issued or deemed issued; and 

    (ii) if such issuance is after the Purchase Agreement Date, the amount
determined by dividing (1) the sum of (x) the product derived by multiplying the
Exercise Price in effect immediately prior to such issue or sale times the
number of fully-diluted shares of Common Stock deemed outstanding immediately
prior to such issue or sale, plus (y) the consideration, if any, received by the
Company upon such issue or sale, by (2) the number of fully-diluted shares of
Common Stock deemed outstanding immediately after such issue or sale; 

and the number of Warrant Shares shall be increased to an amount equal to
quotient derived by dividing (i) result of multiplying the pre-adjustment
Exercise Price times the pre-adjustment Warrant Shares, by (ii) the
post-adjustment Exercise Price.  For purposes hereof, the "Purchase Agreement
Date" shall mean the date of the closing of the transactions contemplated by the
Stock Purchase Agreement (the "Purchase Agreement") by and among the Company,
the original holder of this Warrant and Reel Partners, L.L.C. dated September
23, 1997, or the date of termination of such Stock Purchase Agreement. 

    (d)  Upon the occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable pursuant to this
Warrant in accordance with and as required by, the terms of this SECTION 5, the
Company shall compute the adjusted Exercise Price and the adjusted number of
Warrant Shares purchasable at such adjusted Exercise Price by reason of such
event in accordance with the provisions of this SECTION 5 and shall prepare an
officer's certificate setting forth such adjusted Exercise Price and the
adjusted number of Warrant Shares and showing in detail the facts about which
such conclusions are based.  The Company shall forthwith mail a copy of such
certificate to each Holder of this Warrant at the Holder's address shown in the
Company's warrant registry (the "Warrant Registry"), and thereafter such
certificate shall be conclusive and binding upon such Holder unless contested by
such Holder by written notice to the Company ten (10) days after receipt of the
certificate.


                                         -4-


    (e) In case:

    (i)  the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a dividend or any other distribution in
respect of the Common Stock (including cash) pursuant to, without limitation,
any spin-off, split-off or distribution of the Company's assets; or

    (ii)  the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to subscribe for or purchase any shares of
stock of any class or to receive any other rights; or

    (iii)  of a classification, reclassification or other reorganization of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation or conveyance of all or substantially all of the assets
of the Company; or

    (iv)  of the voluntary or involuntary dissolution, liquidation or winding
up of the Company,

then, and in any such case, the Company shall mail to the Holder of this Warrant
at the Holder's address shown in the Company's Warrant Registry a notice stating
the date or expected date (the "Record Date") on which a record is to be taken
for the purpose of such dividend, distribution or rights, on which such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up is to take place, as the case
may be.  Such notice shall then specify the date or expected date, if any is to
be fixed, as of which holders of Common Stock of record shall be entitled to
participate in said dividend, distribution or rights, or shall be entitled to
exchange shares of Common Stock for securities or other property deliverable
upon such liquidation or winding up, as the case may be.  Such notice shall be
provided at least five (5) business days prior to the Record Date.

    (f)  In case the Company at any time while this Warrant shall remain
unexpired and unexercised shall dissolve, liquidate or wind up its affairs, the
Holder of this Warrant may receive, upon exercise hereof prior to the Record
Date, in lieu of each share of Common Stock of the Company which it would have
been entitled to receive, the same number of any securities or assets as may be
issuable, distributable or payable upon any such dissolution, liquidation or
winding up with respect to each share of Common Stock of the Company.

    (g)  In the event the Company at any time or from time to time after the
date hereof shall issue any rights to subscribe for or to purchase, or any
options for the purchase of, Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or options being
herein called "Options" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") or shall fix a record date for the
determination of holders of any class of securities then entitled to receive any
such Options or Convertible Securities, then the maximum number of shares (as
set forth in the instrument relating thereto without regard to any provisions
contained therein designed to protect against dilution) of Common Stock issuable
upon the exercise of such Options or, in the case of Convertible Securities 


                                         -5-


and Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be additional shares of Common Stock issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close
of business on such record date.  In addition, if the purchase price provided
for in any Options, the additional consideration, if any, payable upon the
issue, conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable for shares
of Common Stock change at any time, the Exercise Price in effect at the time of
such change shall be readjusted to the Exercise Price which would have been in
effect at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or
sold and the number of Warrant Shares acquirable hereunder shall be
correspondingly readjusted.  Upon the expiration of any Option or the
termination of any right to convert or exchange any Convertible Securities
without the exercise of such Option or right, the Exercise Price then in effect
and the number of Warrant Shares acquirable hereunder shall be adjusted to the
Exercise Price and the number of Warrant Shares in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

    (h)  The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this SECTION 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the Holder against impairment.

6.  RESTRICTION ON TRANSFERABILITY.

    (a)  This Warrant and the shares of the Company issuable upon the exercise
of this Warrant have not been registered under the Securities Act of 1933, as
amended (the "Act").  By acceptance hereof, the Holder covenants, agrees and
represents that:

    (i)  This Warrant has been acquired for, and such shares, if acquired upon
the exercise of this Warrant, shall be acquired for, investment and may not be
sold, offered for sale, pledged, hypothecated or otherwise transferred, in the
absence of an effective registration statement for such securities under the Act
or an opinion of counsel for the Company to the effect that registration is not
required under the Act, and the Holder has the capacity to protect its interests
in connection with the purchase of this Warrant.

    (ii)  The Holder has had the opportunity to ask questions and receive
answers from the Company about the Company's business and the purchase by Holder
of these securities, and Holder has been given the opportunity to make any
inquiries that Holder may desire of any personnel of the Company concerning the
proposed operation of the Company and has been furnished with all of the
information he has requested.  No advertisement has been used in connection with
the offer or sale of this Warrant to the Holder.


                                         -6-


    (iii)  The Holder will not offer, sell, transfer, mortgage, assign or
otherwise dispose of this Warrant or the shares of Common Stock issuable upon
the exercise of this Warrant except pursuant to a registration statement under
the Act and qualification under applicable state securities laws or pursuant to
an opinion of counsel satisfactory to the Company that such registration and
qualification are not required, and that the transaction (if it involves a sale
in the over-the-counter market or on a securities exchange) does not violate any
provision of the Act.  The Holder understands that a stop-transfer order will be
placed on the books of the Company respecting this Warrant and any certificates
representing the shares of Common Stock issuable upon the exercise of this
Warrant and that this Warrant and any such certificates shall bear a restrictive
legend and a stop transfer order shall be placed with the transfer agent
prohibiting any such transfer until such time as the securities represented by
such certificates shall have been registered under the Act or shall have been
transferred in accordance with an opinion of counsel for the Company that such
registration is not required; and

    (iv)  The Holder understands that it must hold the shares issuable upon the
exercise of this Warrant indefinitely unless they are registered under the Act
or an exemption from registration becomes available.  Although the Company files
reports pursuant to  the Securities Act of 1934 and accordingly makes available
to the public the information required by Rule 144, nothing contained in this
warrant shall, in itself, require the Company to continue to make available to
the public such information.

    (b)  Each certificate for the shares issued upon the exercise of the
Warrant shall bear a legend in substantially the following form:

    "The shares represented by this Certificate have been acquired for
    investment and have not been registered under the Securities Act of 1933,
    as amended (the "Act") and may not be sold, offered for sale, pledged,
    hypothecated or otherwise transferred except pursuant to a registration
    statement under the Act or an exemption from registration under the Act or
    the rules and regulations thereunder."

    7.   REGISTRATION RIGHTS.  

         7.1  DEMAND REGISTRATION.

         (a)  REQUESTS FOR REGISTRATION.  Subject to the terms of this
Agreement, the Holder may, at any time subsequent to Purchase Agreement Date,
request registration under the Act of all or part of its Warrant Shares on Form
S-1 or Form SB-2 or any similar long-form registration ("Long-Form
Registrations") or, if available, on Form S-2 or S-3 or any similar short-form
registration ("Short-Form Registrations").  All registrations requested pursuant
to this SECTION 7.1 are referred to herein as "Demand Registrations."

         (b)  PAYMENT OF EXPENSES FOR DEMAND REGISTRATIONS.  The Company will
pay all registration expenses for the first two Demand Registrations (whether a
Long-Form Registration or a Short-Form Registration).  A registration will not
count as one of the Company paid Demand Registrations until it has become
effective and the holders of Warrant Shares are 



                                         -7-


able to register and are permitted to sell at least 90% of the Warrant Shares
requested to be included in such registration; PROVIDED, HOWEVER, that in any
event the Company will pay all registration expenses in connection with any
registration initiated as a Demand Registration.  In a Demand Registration other
than the first two Demand Registrations, the registration expenses of such
registration shall be borne by the holders of Warrant Shares to be registered
thereunder.

         (c)  SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
Registrations provided pursuant to SECTION 7.1(a) above, the holders of Warrant
Shares will be entitled to request an unlimited number of Short-Form
Registrations, PROVIDED, HOWEVER, that the aggregate offering value of the
Warrant Shares requested to be registered in any Short-Form Registration must be
reasonably expected to equal at least $500,000.  Demand Registrations will be
Short-Form Registrations whenever the Company is permitted to use any applicable
short form.  If a Short-Form Registration is to be an underwritten public
offering, and if the underwriters for marketing or other reasons request the
inclusion in the registration statements of information which is not required
under the Act to be included in a registration statement on the applicable form
for the Short-Form Registration, the Company will provide such information as
may be reasonably requested for inclusion by the underwriters in the Short-Form
Registration.

         (d)  PRIORITY.  The Company will not include in any Demand
Registration any securities which are not Warrant Shares without the written
consent of the Holder.  If a Demand Registration is an underwritten public
offering and the managing underwriters advise the Company in writing that in
their opinion the inclusion of the number of Warrant Shares and other securities
requested to be included creates a substantial risk that the price per share of
Common Stock will be reduced, the Company will include in such registration,
prior to the inclusion of any securities which are not Warrant Shares, the
number of Warrant Shares requested to be included which in the opinion of such
underwriters can be sold without creating such a risk.

         (e)  SELECTION OF UNDERWRITERS.  The Holder shall have the right to
select the investment banker(s) and manager(s) to administer any Demand
Registration, subject to the Company's approval which will not be unreasonably
withheld.

         (f)  COMPANY REGISTRATION.  Notwithstanding anything to the contrary
herein, if after September 23, 1997 the Company has filed a registration
statement under the Act with respect to an underwritten offering of shares of
the Common Stock, then any Demand Registration shall be delayed for a period of
90 days following the effective date of such registration statement (or, at the
option of the parties requesting such Demand Registration, the Demand
Registration may be withdrawn).

         7.2  PARTICIPATION IN REGISTERED OFFERINGS ("PIGGYBACK RIGHTS").  If
the Company at any time or times proposes or is required to register any of its
Common Stock or other equity securities (whether such Common Stock or other
equity securities are owned by the Company or another holder entitled to demand
registration) for public sale for cash under the Act (other than on Forms S-4
and S-8 or similar registration forms), it will at each such time or times give
written notice to the Holder of its intention to do so.  Upon the written
request of the Holder given within 20 days after receipt of any such notice, the
Company shall use its best efforts to cause to be 


                                         -8-


included in such registration any Warrant Shares held by the Holder (or its
permitted transferees) and requested to be registered under the Act and any
applicable state securities laws; PROVIDED, that if such registration is an
underwritten public offering and the managing underwriter advises that less than
all of the shares and Warrant Shares to be registered should be offered for sale
so as not materially and adversely to affect the price or salability of the
offering, the Holder and any other securities holders entitled to piggyback
rights with respect to such registration shall reduce on a pro rata basis the
number of their shares of Common Stock (as if exercised) to be included in the
registration statement as required by the managing underwriter to the extent
requisite to permit the sale or other disposition (in accordance with the
intended method of disposition thereof as aforesaid) by the prospective seller
or sellers of the securities so registered.

    8.   REGISTRATION ON THE BOOKS OF THE COMPANY.  The Company shall keep, or
cause to be kept, at its office at 431 College Boulevard, Oceanside, California
92057, a register in which the Company shall register this Warrant.  No transfer
of this Warrant shall be valid unless made at such office and noted on the
Warrant register upon satisfaction of all conditions for transfer.  When
presented for transfer or payment, this Warrant shall be accompanied by a
written instrument or instruments of transfer or surrender, in form satisfactory
to the Company, duly executed by the registered Holder or by his duly authorized
attorney.  The Company may deem and treat the registered Holder hereof as the
absolute owner of this Warrant for all purposes, and the Company shall not be
affected by any notice to the contrary.

    9.   GOVERNING LAW.  This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the laws of the
State of California.  






                              [SIGNATURE PAGE TO FOLLOW]


                                         -9-







    IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer.


                             CINEMASTAR LUXURY THEATERS, INC.



                             By:  
                                  -------------------------
                                  John Ellison, Jr., President

Agreed to and Accepted:

CINEMASTAR ACQUISITION PARTNERS, L.L.C.


    
By:
   -------------------------------
    Neil Austrian, Vice President




                                         -10-


                                    EXERCISE FORM
                                    -------------

To:

Dated:

         The undersigned, pursuant to the provisions set forth in the attached
warrant, hereby agrees to subscribe for the purchase of _________ shares of
Common Stock represented by this warrant and makes payment herewith in full
therefor at the price per share provided by this warrant.


                             Print Name 
                                       ----------------------------



                             Signature
                                       ----------------------------



                                         -11-


                                   ASSIGNMENT FORM



    FOR VALUE RECEIVED __________________________________________ hereby sells,
assigns and transfers unto 

Name ____________________________________________________________
         (Please typewrite or print in block letters)

Address _________________________________________________________
the right to purchase Common Stock, represented by this warrant, to the extent
of __________________ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint ___________________________ attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


                             Signature ___________________________


Date:  ________________, 19__




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.




                                         -12-

EX-4.4

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, QUALIFIES AS AN
EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.


                         CONVERTIBLE SECURED PROMISSORY NOTE

September 23, 1997                                                    $3,000,000


    CINEMASTAR LUXURY THEATERS, INC., a California corporation (the "Company"),
hereby promises to pay to the order of REEL PARTNERS, L.L.C., a Delaware limited
liability company (the "Holder"), THREE MILLION DOLLARS ($3,000,000), together
with interest thereon calculated in accordance with the provisions of this Note.

    1.   PAYMENT OF INTEREST.  Interest (computed on the basis of a 360-day
year of twelve 30-day months) shall accrue on a daily basis on the unpaid
principal amount of this Note from time to time outstanding at a per annum rate
of fourteen percent (14%).  The Company shall pay to the Holder all accrued
interest hereunder monthly with payments due on the first (1st) day of each
month (each, an "Interest Payment Date"), beginning October 1, 1997. Unless
prohibited under applicable law, any payment due hereunder, including any
accrued interest, which is payable hereunder and which is not paid on the date
on which it is payable, shall bear interest at the same rate at which interest
is then accruing on the principal amount of this Note, plus an additional two
percent (2.0%) for each month such payment remains unpaid.  Any accrued interest
which for any reason has not theretofore been paid, shall be paid in full in
immediately available funds on the date on which the final principal payment on
this Note is paid.  Interest shall accrue on any principal payment due under
this Note and, to the extent permitted by applicable law, on any interest which
has not been paid on the date on which it is payable, until such time as payment
therefor is actually delivered to the holder of this Note.

    2.   PAYMENT OF PRINCIPAL ON NOTE.

         2.1       SCHEDULED PAYMENT.  The Company shall pay the outstanding
principal amount of this Note (PLUS accrued and unpaid interest, if any,
referred to in SECTION 1 above) to the Holder on March 23, 1998 (the "Maturity
Date").



         2.2       PAYMENT ON NON-BUSINESS DAYS.  If any payment on this Note
shall become due on a Saturday, Sunday or a bank or legal holiday under the laws
of the State of California, such payment shall be made on the next succeeding
business day and such extension of time shall in such case be included in
computing any interest due in connection with such payment.

         2.3       OPTIONAL AND MANDATORY PREPAYMENT.  The principal amount of
this Note may be prepaid in whole or in part (together with all accrued and
unpaid interest thereon) by the Company at its option at any time subsequent to
the Purchase Determination Date (as hereinafter defined) and prior to the
Maturity Date; PROVIDED that written notice of such prepayment is given to the
Holder at least 5 business days prior to repayment.  The principal amount of
this Note shall, at the option of the Holder, be subject to mandatory prepayment
(i) immediately prior to any consolidation or merger of the Company with or into
any other corporation or other entity or person, or any other corporate
reorganization in which the Company shall not be the continuing or surviving
entity of such consolidation, merger or reorganization or any transaction or
series of related transactions by the Company in which in excess of fifty
percent (50%) of the Company's voting power is transferred, or a sale of all or
substantially all of the assets of the Company occurs or (ii) upon or subsequent
to the Purchase Determination Date.  As used herein, the term "Purchase
Determination Date" means the earlier to occur of (x) the date upon which the
transactions contemplated by that certain Stock Purchase Agreement of even date
herewith by and among the Company, Holder and an affiliate of Holder (the
"Purchase Agreement") are consummated pursuant to the terms thereof and (y) the
date the Purchase Agreement is terminated as a result of the provisions of
Sections 8(k)(i)(1) or (3) of the Purchase Agreement.

    3.   SECURITY INTERESTS.  This Note is secured by and is entitled to all
the benefits under (i) that certain Security Agreement of even date herewith
between the Company and Holder (the "Security Agreement") and (ii) those certain
Leasehold Deeds of Trust of even date herewith from the Company to Holder (the
"Deeds of Trust").  The collateral granted to Holder pursuant to the Security
Agreement and the Deeds of Trust is collectively, the "Collateral."

    4.   COVENANTS.  

         4.1       NEGATIVE COVENANTS.  Without the prior written consent of
Holder:

                   (a)       The Company shall not declare or pay any dividends
    on, or purchase, redeem or acquire its capital stock, return any capital to
    holders of capital stock as such, or distribute assets to capital
    stockholders as such.

                   (b)       Neither the Company nor any material subsidiary
    may consolidate with, merge with or transfer all, or substantially all, of
    its properties or assets to another entity (i) prior to the Purchase
    Determination Date and (ii) thereafter, unless all amounts outstanding
    hereunder shall, at the option of the Holder, be paid in full immediately
    prior thereto or concurrently therewith.


                                         -2-


                   (c)       Except as contemplated by the Purchase Agreement,
    neither the Company nor any material subsidiary may incur indebtedness
    other than trade payables in the normal course of business.

                   (d)       Neither the Company nor any material subsidiary
    may modify or otherwise change or amend its by-laws or Articles of
    Incorporation except as contemplated by the Purchase Agreement.

                   (e)       Neither the Company nor any material subsidiary
    may modify, amend or alter the terms of any employment agreement with any
    management personnel except as contemplated by the Purchase Agreement.

                   (f)       Neither the Company nor any material subsidiary
    may enter into any agreement for the settlement of any indebtedness or of
    existing or potential litigation except as contemplated by the Purchase
    Agreement or except as does not involve the incurrence of any monetary or
    material non-monetary obligation for the Company.

                   (g)       Neither the Company nor any material subsidiary
    may enter into any contracts, leases or other agreements which have (i) a
    term in excess of six (6) months and (ii) a monthly payment obligation in
    excess of $5,000.00.

                   (h)       Neither the Company nor any material subsidiary
    may take any action which, in the reasonable judgment of Holder,
    (i) materially diminishes the value of the Collateral or (ii) impairs the
    Company's ability to repay any amounts which may be due and owing
    hereunder; provided that no use of the proceeds of this Loan described in
    Exhibit 4(b) of the Purchase Agreement and no payment made in accordance
    with Schedule 4(s) of the Purchase Agreement shall be deemed a violation of
    this covenant.

         4.2       AFFIRMATIVE COVENANT.  The proceeds of the Loan shall be
used as set forth on Exhibit 4(b) to the Purchase Agreement.  

    5.   EVENTS OF DEFAULT.

         5.1       DEFINITION.  For purposes of this Note, an Event of Default
shall be deemed to have occurred if, during the period beginning on the date
hereof and ending on the date on which the entire principal balance of and all
accrued and unpaid interest on this Note is paid and/or converted as herein
provided:

                   (a)       the Company fails to pay on any Interest Payment
    Date the full amount of interest then accrued and payable with respect to
    the Note (and such failure continues for a period of ten days from delivery
    of notice thereof);


                                         -3-


                   (b)       the Company fails to pay when due on the Maturity
    Date or the date of a mandatory prepayment under SECTION 2.3 hereof, as the
    case may be, the full amount of any principal payment (together with any
    accrued and unpaid interest thereon) on the Note;

                   (c)       the Company or any subsidiary makes an assignment
    for the benefit of creditors or admits in a filing its inability to pay its
    debts generally as they become due; or an order, judgment or decree is
    entered adjudicating the Company or any subsidiary bankrupt or insolvent,
    or any order for relief with respect to the Company or any subsidiary is
    entered under the Bankruptcy Code; or the Company or any subsidiary
    petitions or applies to any tribunal for the appointment of a custodian,
    trustee, receiver or liquidator of the Company or of any substantial part
    of the assets of the Company or any subsidiary, or commences any proceeding
    (other than a proceeding for the voluntary liquidation and dissolution of
    any subsidiary) relating to the Company or any subsidiary under any
    bankruptcy reorganization, arrangement, insolvency, readjustment of debt,
    dissolution or liquidation law of any jurisdiction; or any such petition or
    application is filed, or any such proceeding is commenced, against the
    Company or any subsidiary and either (A) the Company or any such subsidiary
    by any act indicates its approval thereof, consent thereto or acquiescence
    therein or (B) such petition, application or proceeding is not dismissed
    within 60 days;

                   (d)       an Event of Default shall have occurred under
    either (i) the Security Agreement or (ii) either Deeds of Trust after
    giving effect to notice cures therein; or

                   (e)       the Company or any material subsidiary fails to
    comply with any provisions of SECTION 4 hereof.

         5.2       CONSEQUENCES OF EVENTS OF DEFAULT.  If any Event of Default
under SECTION 5.1(c) above has occurred, then all amounts outstanding under this
Note shall immediately become due and payable, or if any other Event of Default
has occurred the Holder may declare (by written notice delivered to the Company)
all or any portion of the outstanding principal amount of this Note due and
payable and demand immediate payment of all or any portion of the outstanding
principal amount of the Note.  If the Holder demands immediate payment of all or
any portion of this Note pursuant to the terms of this SECTION 5.2, the Company
shall pay the Holder the principal amount of this Note requested to be paid plus
accrued interest thereon immediately upon the initial declaration of
acceleration.

    6.   CONDITIONS OF FUNDING OF LOAN.  The Company hereby represents and
warrants that simultaneous with the execution and delivery hereof:

                   (a)       the Company is executing and delivering to Holder
    the Purchase Agreement;


                                         -4-


                   (b)       the Company is executing and delivering to Holder
    the Security Agreement, the Deeds of Trust and UCC-1 Financing Statements
    relating to the Collateral as Holder deems necessary;

                   (c)       the representations and warranties set forth on
    EXHIBIT A (which representations and warranties are incorporated herein by
    reference thereto as though made herein) and in the Purchase Agreement are
    true, complete and correct in all material respects as of the date hereof
    and no Event of Default exists as of the date hereof;

                   (d)       the Holder has received an opinion of Jeffer,
    Mangels, Butler and Marmaro, LLP, in connection with the transactions
    contemplated hereunder; and

                   (e)       the Company has delivered to Holder the First
    Bridge Warrant and the Second Bridge Warrant (as such terms are defined in
    the Purchase Agreement).

    7.   CONVERSION.

         7.1       VOLUNTARY CONVERSION.  The Holder of this Note has the
right, at the Holder's option, at any time prior to payment in full of the
principal balance of this Note, to convert this Note, in accordance with the
provisions of this SECTION 7, in whole or in part, into fully paid and
nonassessable shares of the Common Stock of the Company (the "Stock").  The
number of shares of Stock into which this Note may be converted ("Conversion
Shares") shall be determined by dividing the aggregate principal amount then
outstanding, together with all accrued interest to the date of conversion, by
the Conversion Price in effect at the time of such conversion.  The Conversion
Price shall initially be equal to $1.00.

         7.2       NO ADJUSTMENT OF CONVERSION PRICE.  Any provision herein to
the contrary notwithstanding, no adjustment in the Conversion Price shall be
made in respect of the issuance of additional shares of Common Stock unless the
consideration per share for an additional share of Common Stock issued or deemed
to be issued by the Company is less than the Conversion Price in effect on the
date of, and immediately prior to, such issue.

         7.3       DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON STOCK.  In the
event the Company at any time or from time to time after the date hereof shall
issue any rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or any stock or other securities convertible into or
exchangeable for Common Stock (such rights or options being herein called
"Options" and such convertible or exchangeable stock or securities being herein
called "Convertible Securities") or shall fix a record date for the
determination of holders of any class of securities then entitled to receive any
such Options or Convertible Securities, then the maximum number of shares (as
set forth in the instrument relating thereto without regard to any provisions
contained therein designed to protect against dilution) of Common Stock issuable
upon 


                                         -5-


the exercise of such Options or, in the case of Convertible Securities and
Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be additional shares of Common Stock issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close
of business on such record date.  In addition, if the purchase price provided
for in any Options, the additional consideration, if any, payable upon the
issue, conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable for shares
of Common Stock change at any time, the Conversion Price in effect at the time
of such change shall be readjusted to the Conversion Price which would have been
in effect at such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional consideration
or changed conversion rate, as the case may be, at the time initially granted,
issued or sold and the number of Conversion Shares acquirable hereunder shall be
correspondingly readjusted.  Upon the expiration of any Option or the
termination of any right to convert or exchange any Convertible Securities
without the exercise of such Option or right, the Conversion Price then in
effect and the number of Conversion Shares acquirable hereunder shall be
adjusted to the Conversion Price and the number of Conversion Shares in effect
at the time of such expiration or termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination, never been issued.

         7.4       ADJUSTMENT OF THE CONVERSION PRICE UPON ISSUANCE OF
ADDITIONAL SHARES OF COMMON STOCK.  Except as provided for in SECTION 7.5, in
the event the Company shall issue additional shares of Common Stock (including
additional shares of Common Stock deemed to be issued pursuant to SECTION 7.3)
without consideration (PROVIDED that, for purposes hereof, an issuance for no
consideration shall be deemed to be any issuance for a per share consideration
of $.01) or for a consideration per share less than the Conversion Price in
effect on the date of and immediately prior to such issue, then the Conversion
Price shall be reduced, concurrently with such issue to a price equal to:

         (i)  if such issuance is prior to the Purchase Agreement Date, the
consideration per share at which such additional shares of Common Stock are
issued or deemed issued; and 

         (ii) if such issuance is after the Purchase Agreement Date, the amount
determined by dividing (1) the sum of (x) the product derived by multiplying the
Conversion Price in effect immediately prior to such issue or sale times the
number of fully-diluted shares of Common Stock deemed outstanding immediately
prior to such issue or sale, plus (y) the consideration, if any, received by the
Company upon such issue or sale, by (2) the number of fully-diluted shares of
Common Stock deemed outstanding immediately after such issue or sale.

For purposes hereof, the "Purchase Agreement Date" shall mean the date of the
closing of the transactions contemplated by the Stock Purchase Agreement by and
among the Company, the original holder of this Warrant and CinemaStar
Acquisition Partners, L.L.C. dated September 23, 1997, or the date of
termination of such Stock Purchase Agreement.


                                         -6-


         7.5       ADJUSTMENTS TO CONVERSION PRICES FOR STOCK DIVIDENDS AND FOR
COMBINATIONS OR SUBDIVISIONS OF COMMON STOCK.  In the event that the Company at
any time or from time to time after the date hereof shall, subject to the
provisions of this Note, declare or pay, without consideration, any dividend on
the Common Stock payable in Common Stock or in any right to acquire Common Stock
for no consideration, or shall effect a subdivision of the outstanding shares of
Common Stock into a greater number of shares of Common Stock (by stock split,
reclassification or otherwise than by payment of a dividend in Common Stock or
in any right to acquire Common Stock), or in the event the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then the Conversion
Price in effect immediately prior to such event shall, concurrently with the
effectiveness of such event, be proportionately decreased or increased, as
appropriate.  In the event that the Company shall declare or pay, without
consideration, any dividend on the Common Stock payable in any right to acquire
Common Stock for no consideration, then the Company shall be deemed to have made
a dividend payable in Common Stock in an amount of shares equal to the maximum
number of shares issuable upon exercise of such rights to acquire Common Stock.

         7.6       ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION.  If the
Common Stock issuable upon conversion of this Note shall, subject to the
provisions of this Note, be changed into the same or a different number of
shares of any other class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or
combination of shares provided for in SECTION 7.5 above or a merger or other
reorganization of the Company), the Conversion Price then in effect shall,
concurrently with the effectiveness of such reorganization or reclassification,
be proportionately adjusted so that this Note shall be convertible into, in lieu
of the number of shares of Common Stock which the holders would otherwise have
been entitled to receive, a number of shares of such other class or classes of
stock equivalent to the number of shares of Common Stock that would have been
subject to receipt by the holders upon conversion of this Note immediately
before that change.

         7.7       NO IMPAIRMENT.  The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
SECTION 7 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the Holder against
impairment.

         7.8       CERTIFICATES AS TO ADJUSTMENTS.  Upon the occurrence of each
adjustment or readjustment of any Conversion Price pursuant to this SECTION 7.8,
the Company, at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to
Holder a certificate executed by the Company's President or Chief Financial
Officer setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based.  The Company shall,
upon the written request at any time of Holder, furnish or cause to be furnished
to Holder a like certificate setting 


                                         -7-


forth (i) such adjustments and readjustments, (ii) the Conversion Price at the
time in effect, and (iii) the number of shares of Common Stock and the amount,
if any, of other property which at the time would be received upon the
conversion of this Note.

    8.   NOTICE OF CERTAIN EVENTS.  Subject in all cases to the provisions of
this Note, in the event that:

              (a)       the Company shall declare any cash dividend upon its
    Common Stock, or

              (b)       the Company shall declare any dividend upon its Common
    Stock payable in stock or make any special dividend or other distribution
    to the holders of its Common Stock, or

              (c)       the Company shall offer for subscription pro rata to
    the holders of its Common Stock any additional shares of stock of any class
    or other rights, or

              (d)       there shall be any capital reorganization or
    reclassification of the capital stock of the Company, including any
    subdivision or combination of its outstanding shares of Common Stock, or
    consolidation or merger of the Company with, or sale or lease of all or
    substantially all of its assets to, another corporation, or

              (e)       there shall be a voluntary or involuntary dissolution,
    liquidation or winding up of the Company;

    then, in connection with such event, the Company shall give to the Holder:

              (1)       at least 20 days' prior written notice of the date on
         which the books of the Company shall close or a record shall be taken
         for such dividend, distribution or subscription rights or for
         determining rights to vote in respect of any such reorganization,
         reclassification, consolidation, merger, sale, dissolution,
         liquidation or winding up; and

              (2)       in the case of any such reorganization,
         reclassification, consolidation, merger, sale, lease, dissolution,
         liquidation or winding up, at least 20 days' prior written notice of
         the date when the same shall take place.

         Such notice in accordance with the foregoing clause (1) shall also
    specify, in the case of any such dividend, distribution or subscription
    rights, the date on which the holders of Common Stock shall be entitled
    thereto, and such notice in accordance with the forgoing clause (2) shall
    also specify the date on which the 


                                         -8-


    holders of Common Stock shall be entitled to exchange their Common Stock
    for securities or other property deliverable upon such reorganization,
    reclassification, consolidation, merger, sale, dissolution, liquidation or
    winding up, as the case may be.  Each such written notice shall be given by
    telecopy and promptly followed by first class mail, postage prepaid,
    addressed to the Holder at the address of the Holder as shown on the books
    of the Company and shall be effective three (3) days after mailing.

    9.   RESERVATION OF SHARES, FRACTIONAL SHARES.

                   (a)       The Company hereby agrees that at all times it
    shall reserve for issuance and delivery upon conversion of this Note such
    number of shares of its Common Stock as shall be required for issuance and
    delivery upon conversion of this Note.  To the extent that such reserved
    shares are not sufficient for purposes of this Note, the Company agrees to
    use its best efforts to ensure that such reserved shares are available. 
    The Company hereby agrees that it shall take all such actions as may be
    necessary to assure that such Conversion Shares may be so issued without
    violation of any applicable law or governmental regulation.

                   (b)       No fractional shares shall be issued upon
    conversion of this Note.  With respect to any fraction of a share called
    for upon conversion of this Note, the Company shall pay to Holder an amount
    in cash equal to such fraction multiplied by the then current market value
    of a share of Common Stock, determined as follows:

                   (i)  if the Common Stock is listed on a national securities
         exchange or admitted to unlisted trading privileges on such exchange
         the current value shall be the last reported sale price of the Common
         Stock on such exchange on the last business day prior to the date of
         conversion of this Note or if no such sale is made on such day, the
         average closing bid and asked prices for such day on such exchange; or

                   (ii) if the Common Stock is not listed or admitted to
         unlisted trading privileges the current value shall be the mean of the
         last reported bid and ask prices reported by the National Quotation
         Bureau, Inc., on the last business day prior to the date of the
         conversion of this Note; or

                   (iii)     if the Common Stock is not so listed or admitted
         to unlisted trading privileges and bid and ask prices are not so
         reported, the current value shall be an amount determined in such
         reasonable manner as may be prescribed by the Board of Directors of
         the Company.

    10.  REGISTRATION.  The Holder acknowledges that upon any conversion of
this Note, the Conversion Shares issued to the Holder will not be registered
under the Securities Act of 1933 (the 


                                         -9-


"Act"), and may not be transferred except pursuant to an effective registration
under the Act or in a transaction which, in the opinion of counsel reasonably
satisfactory to the Company, qualifies as an exempt transaction under the Act
and the rules and regulations promulgated thereunder.  The Holder further
acknowledges receipt of a copy of Section 260.141.11 of the Rules of the
Commissioner of Corporations of California.  

    11.  AMENDMENT AND WAIVER.  Except as otherwise expressly provided herein,
the provisions of this Note may be amended, and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the Holder.

    12.  CANCELLATION.  After all principal and accrued interest at any time
owed on this Note has been paid in full, this Note shall be surrendered to the
Company for cancellation and shall not be reissued.

    13.  MANNER OF PAYMENT.  If any payment of principal or interest on this
Note shall become due on a Saturday, Sunday or a bank or legal holiday under the
laws of the State of California, such payment shall be made on the next
succeeding business day and such extension of time shall in such case be
included in computing interest in connection with such payment.  Payments of
principal and interest are to be delivered to the Holder at the address
indicated on the Company's records, to such other address or to the attention of
such other person as specified by prior written notice to the Company or by wire
transfer of immediately available federal funds to an account designated, in
writing, by the Holder.

    14.  NOTE EXCHANGEABLE FOR DIFFERENT DENOMINATIONS.  This Note is
exchangeable, upon the surrender hereof by the Holder at the principal office of
the Company, for a new note containing the same terms and conditions and
representing in the aggregate the principal amount of this Note, and any such
new Note will represent such portion of such principal amount as is designated
by the Holder at the time of such surrender.  The date the Company initially
issues this Note will be deemed to be the "DATE OF ISSUANCE" of any such new
note regardless of the number of times any new note or notes shall be issued.

    15.  WAIVER OF NOTICE.  To the extent permitted by law, the Company hereby
waives demand, notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this Note.

    16.  GOVERNING LAW.  This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the laws
of the State of California, without giving effect to provisions thereof
regarding conflict of laws.

    17.  EXPENSES.  If an Event of Default has occurred, the Company shall pay
the Holder all costs and expenses, including reasonable attorney's fees,
incurred by the holder in enforcing its rights hereunder.  In addition, if any
dispute shall arise between the parties hereto, the 


                                         -10-


Company shall pay the Holder all costs and expenses, including reasonable
attorney's fees, incurred by the Holder in connection with such dispute;
PROVIDED, HOWEVER, that upon resolution of such dispute by means of a judgment,
mediation or arbitration, the prevailing party shall be the party entitled to
receive reimbursement from the other party all reasonable fees and expenses in
connection with such dispute.

    18   REGISTRATION RIGHTS.  

         18.1 DEMAND REGISTRATION.

              (a)       REQUESTS FOR REGISTRATION.  Subject to the terms of
    this Agreement, the Holder may, at any time subsequent to the Closing under
    the Purchase Agreement or termination of the Purchase Agreement, whichever
    is earlier, request registration under the Act of all or part of its
    Registrable Shares (as hereinafter defined) on Form S-1 or Form SB-2 or any
    similar long-form registration ("Long-Form Registrations") or, if
    available, on Form S-2 or S-3 or any similar short-form registration
    ("Short-Form Registrations").  All registrations requested pursuant to this
    SECTION 18.1 are referred to herein as "Demand Registrations."

              (b)       PAYMENT OF EXPENSES FOR DEMAND REGISTRATIONS.  The
    Company will pay all registration expenses for the first two Demand
    Registrations (whether a Long-Form Registration or a Short-Form
    Registration).  A registration will not count as one of the Company paid
    Demand Registrations until it has become effective and the holders of
    Registrable Shares are able to register and are permitted to sell at least
    90% of the Registrable Shares requested to be included in such
    registration; PROVIDED, HOWEVER, that in any event the Company will pay all
    registration expenses in connection with any registration initiated as a
    Demand Registration.  In a Demand Registration other than the first two
    Demand Registrations, the registration expenses of such registration shall
    be borne by the holders of Registrable Shares to be registered thereunder.

              (c)       SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
    Registrations provided pursuant to SECTION 18.1(A) above, the holders of
    Registrable Shares will be entitled to request an unlimited number of
    Short-Form Registrations, PROVIDED, HOWEVER, that the aggregate offering
    value of the Registrable Shares requested to be registered in any
    Short-Form Registration must be reasonably expected to equal at least
    $500,000.  Demand Registrations will be Short-Form Registrations whenever
    the Company is permitted to use any applicable short form.  If a Short-Form
    Registration is to be an underwritten public offering, and if the
    underwriters for marketing or other reasons request the inclusion in the
    registration statements of information which is not required under the Act
    to be included in a registration statement on the applicable form for the
    Short-Form Registration, the Company will provide such information as may
    be reasonably requested for inclusion by the underwriters in the Short-Form
    Registration.


                                         -11-


              (d)       PRIORITY.  The Company will not include in any Demand
    Registration any securities which are not Registrable Shares without the
    written consent of the Holder.  If a Demand Registration is an underwritten
    public offering and the managing underwriters advise the Company in writing
    that in their opinion the inclusion of the number of Registrable Shares and
    other securities requested to be included creates a substantial risk that
    the price per share of Common Stock will be reduced, the Company will
    include in such registration, prior to the inclusion of any securities
    which are not Registrable Shares, the number of Registrable Shares
    requested to be included which in the opinion of such underwriters can be
    sold without creating such a risk.

              (e)       SELECTION OF UNDERWRITERS.  The Holder shall have the
    right to select the investment banker(s) and manager(s) to administer any
    Demand Registration, subject to the Company's approval which will not be
    unreasonably withheld.

         (f)  COMPANY REGISTRATION.  Notwithstanding anything to the contrary
    herein, if after September 23, 1997 the Company has filed a registration
    statement under the Act with respect to an underwritten offering of shares
    of the Common Stock, then any Demand Registration shall be delayed for a
    period of 90 days following the effective date of such registration
    statement (or, at the option of the parties requesting such Demand
    Registration, the Demand Registration may be withdrawn).

         For purposes hereof, "Registrable Shares" means at any time (i) any
shares of Common Stock then outstanding which were issued upon conversion of
this Note; (ii) any shares of Common Stock then issuable upon conversion of this
Note; (iii) any shares of Common Stock then outstanding which were issued as, or
were issued directly or indirectly upon the conversion or exercise of other
securities issued as, a dividend or other distribution with respect or in
replacement of any shares referred to in (i) or (ii); and (iv) any shares of
Common Stock then issuable directly or indirectly upon the conversion or
exercise of the securities which were issued as a dividend or other distribution
with respect to or in replacement of any shares referred to in (i) or (ii);
PROVIDED, HOWEVER, that Registrable Shares shall not include any shares which
have been registered pursuant to the Securities Act or which have been sold to
the public pursuant to Rule 144 of the Commission under the Securities Act.

         18.2 PARTICIPATION IN REGISTERED OFFERINGS ("PIGGYBACK RIGHTS").  If
the Company at any time or times proposes or is required to register any of its
Common Stock or other equity securities (whether such Common Stock or other
equity securities are owned by the Company or another holder entitled to demand
registration) for public sale for cash under the Act (other than on Forms S-4
and S-8 or similar registration forms), it will at each such time or times give
written notice to the Holder of its intention to do so.  Upon the written
request of the Holder given within 20 days after receipt of any such notice, the
Company shall use its best efforts to cause to be included in such registration
any Registrable Shares held by the Holder (or its permitted transferees) and
requested to be registered under the Act and any applicable state securities
laws; PROVIDED, that if such registration is an underwritten public offering and
the managing underwriter advises that less than all of the shares and
Registrable Shares to be registered should be offered 


                                         -12-


for sale so as not materially and adversely to affect the price or salability of
the offering, the Holder and any other securities holders entitled to piggyback
rights with respect to such registration shall reduce on a pro rata basis the
number of their shares of Common Stock (as if converted) to be included in the
registration statement as required by the managing underwriter to the extent
requisite to permit the sale or other disposition (in accordance with the
intended method of disposition thereof as aforesaid) by the prospective seller
or sellers of the securities so registered.

    18.3      SECTION SURVIVES.  The rights granted to Holder pursuant to this
SECTION 18 shall survive any conversion, in whole or in part, of this Note into
Conversion Shares.





                              [SIGNATURE PAGE TO FOLLOW]


                                         -13-


    IN WITNESS WHEREOF, the Company has executed and delivered this Note and
the Holder has accepted this Note as of the date first written above.

                             CINEMASTAR LUXURY THEATERS, INC.


                             By:  
                               ----------------------------------
                                  John Ellison, Jr., President



                             Acknowledged and Agreed by Holder in its capacity
                             as such and not as maker, endorser, guarantor,
                             accommodation party or otherwise:

                             REEL PARTNERS, L.L.C.



                             By:  
                                --------------------------------
                                  Neil Austrian, Vice President


                                         -14-


                                      EXHIBIT A

                        GENERAL WARRANTIES AND REPRESENTATIONS

    1.   AUTHORIZATION, VALIDITY AND ENFORCEABILITY.  The Company and each of
its subsidiaries, as applicable, has the corporate power and authority to
execute, deliver and perform the Note, the Security Agreement and the Deeds of
Trust, together with all transactions related thereto or contemplated thereby,
to which it is a party, to incur the indebtedness related thereto, and to grant
the security interest to the Holder in the Collateral.  Each such entity has
taken all necessary corporate action to authorize its execution, delivery and
performance of such agreements to which it is a party.  Except for the consent
of Winick Leasing (a/k/a Creative Capital Leasing, Inc.), no consent, approval
or authorization of, or declaration or filing with, any public authority, and no
consent of any other person, is required in connection with the execution,
delivery and performance of each of such documents, except for those which have
already been duly obtained.  Each of such documents has been duly executed and
delivered by each such entity and constitutes the legal, valid and binding
obligation of such entity, enforceable against such entity in accordance with
its terms without defense, setoff or counterclaim, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of creditors' rights and remedies. 
Except as set forth on the Disclosure Schedules to the Purchase Agreement, the
execution, delivery and performance of each of such agreements by such entity,
as applicable, does not and will not conflict with, or constitute a violation or
breach of, or constitute a default under, or result in the creation or
imposition of any lien upon the property of such person by reason of the terms
of (a) any other contract, mortgage, lien, lease, agreement, indenture or
instrument to which such party is a party or which is binding upon it, (b) any
judgment, law, statute, rule or governmental regulation applicable to such
entity, or (c) the articles of incorporation or by-laws of such entity.

    2.   VALIDITY AND PRIORITY OF SECURITY INTEREST.  The provisions of the
Security Agreement and the Deeds of Trust create a legal and valid lien on all
the Collateral in favor of the Holder and such security interest constitutes
perfected and continuing liens on all of the Collateral, enforceable against the
Holder.

    3.   PRIORITY.  Upon filing of the Deeds of Trust and the applicable UCC-1
Financing Statements, Lender will have (i) a perfected leasehold deed of trust
which is senior to all other liens in the leasehold estate on the lease for the
Company's Mission Marketplace facility and (ii) a perfected junior lien on fixed
assets and equipment located at the Company's Mission Marketplace facility,
junior only to (A) the purchase money lien in favor of Winick Leasing and (B)
the blanket lien in favor of First National Bank, (iii) a perfected leasehold
deed of trust which is junior only to an unperfected lien on the leasehold
estate in favor of First National Bank on the lease for the Company's Mission
Grove facility and (iv) a perfected lien on the fixed assets and equipment
located at the Company's Mission Grove facility, junior only to (A) the first
priority lien in favor of the landlord which secures the lease payments (which
the landlord will not enforce so long as 


                                         -15-


the Lender cures any defaults under the lease) and (B) the blanket lien in favor
of First National Bank which is referred to in the description of Mission
Marketplace.

    4.   ORGANIZATION AND QUALIFICATION.  The Company:  (i) is duly
incorporated and organized and validly existing and in good standing under the
laws of the State of California; (ii) is qualified to do business as a foreign
corporation and is in good standing in the states in which qualification is
necessary in order for it to own or lease its property and conduct its business;
and (iii) has all requisite power and authority to conduct its business and to
own its property.


                                         -16-

EX-4.5

                                  SECURITY AGREEMENT

    THIS SECURITY AGREEMENT (this "Agreement") is executed and delivered as of
this 23rd day of September, 1997, by and between CinemaStar Luxury Theaters,
Inc., a California corporation ("Debtor"), and Reel Partners, L.L.C., a Delaware
limited liability company ("Secured Party").

    WHEREAS, Debtor and Secured Party are entering into a Convertible Secured
Promissory Note of even date herewith whereby, if certain conditions are met,
Secured Party will loan to Debtor and Debtor will promise to pay to Secured
Party, up to the principal amount of $3,000,000, together with interest as set
forth in the Note; and

    WHEREAS, Secured Party has agreed to accept the Note only upon the
condition that Debtor shall have executed and delivered to Secured Party this
Security Agreement, pursuant to which Debtor grants to Secured Party a security
interest in and to the Collateral (as defined in Section 2 below).

    NOW, THEREFORE, in consideration of the premises and to induce Secured
Party to make the Loan and accept the Note, Debtor hereby agrees with Secured
Party as follows:

    1.   DEFINITIONS.   All capitalized terms defined in the Note which are
used as defined terms in this Security Agreement, unless otherwise defined
herein, shall have the meanings ascribed to them in the Note.

    2.   SECURITY INTERESTS.  In order to secure the performance and payment of
all obligations, liabilities, debts, claims and/or indebtedness of Debtor to
Secured Party pursuant to the Note or this Agreement ("Debtor's Obligations"),
Debtor hereby grants to Secured Party a lien upon and security interest in all
of Debtor's right, title and interest in and to the accounts, contract rights,
machinery, equipment, inventory, chattel paper, fixtures, goods, leases, general
intangibles, permits, licenses, copyrights, patent rights, trademarks,
tradenames, trade styles and other assets of Debtor, whether now owned, leased
or hereafter acquired, and all additions and accessions thereto which are
located at, or used in the operation of Debtor's business at, (i) Riverside,
California at the intersection of Alessandro and Trautwein (commonly known as
Mission Grove 14) and (ii) 427-L College Boulevard, Oceanside, California
(commonly known as Mission Marketplace 13), together with proceeds of all of the
foregoing (collectively, the "Collateral").

    3.   FINANCING STATEMENTS, FURTHER ASSURANCES.  Concurrently with the
execution of this Security Agreement, and from time to time hereafter as
requested by Secured Party, Debtor shall execute and deliver to Secured Party
such security agreements, certificates of title, financing statements,
continuation statements, termination statements, amendments to any of the
foregoing and other documents, in form satisfactory to Secured Party, as Secured
Party may require to confirm, perfect and continue in effect the security
interest of Secured Party granted pursuant to this Security Agreement, to carry
out the purposes of this Security 



Agreement, and to protect Secured Party's rights hereunder.  Debtor, upon
demand, shall pay the cost of filing all such security agreements, certificates
of title, financing statements, continuation statements, termination statements,
amendments to any of the foregoing and other documents.

    4.   DEFAULT.

         4.1  The occurrence of any one of the following events shall
constitute a default by Debtor (an "Event of Default") under this Agreement: (a)
Debtor fails to perform, keep or observe any material term, provision, condition
or covenant contained in this Agreement which is required to be performed, kept
or observed by Debtor, said failure remaining unremedied for a period of ten
(10) days after written notice from Secured Party to Debtor, or (b) an Event of
Default occurs under the Note.

         4.2  Upon the occurrence and during the continuation of an Event of
Default, Secured Party shall have all of the rights and  remedies of a secured
party under the Uniform Commercial Code of California and all other rights and
remedies accorded to Secured Party at equity or law.

         4.3  Any notice required to be given by Secured Party of a sale,
lease, other disposition of the Collateral or any other intended action by
Secured Party, deposited in the United States mail, postage prepaid and duly
addressed to Debtor at its principal place of business, at 431 College
Boulevard, Oceanside, California 92057, or at such other address as Debtor may
designate in writing to Secured Party, not less than ten (10) days prior to such
proposed action, shall constitute commercially reasonable and fair notice to
Debtor thereof.

         4.4  All costs and expenses incurred by Secured Party with respect to
the enforcement or attempted enforcement of its rights and remedies under this
Agreement shall be part of Debtor's Obligations and shall be paid by Debtor to
Secured Party on demand.  If Secured Party hereafter employs counsel in order to
enforce Debtor's Obligations, all of the reasonable attorneys' fees arising from
such employment and all expenses, costs and charges in any way or respect
arising in connection therewith shall be part of Debtor's Obligations and shall
be paid by Debtor to Secured Party on demand.

         4.5  The proceeds of any sale of Collateral shall be applied (a) first
to Debtor's Obligations hereunder, and (b) any surplus shall be paid to Debtor. 
If such proceeds are insufficient to pay Debtor's Obligations in full, Debtor
shall be liable for any deficiency.

    5.   POWER OF ATTORNEY.  Debtor hereby appoints Secured Party as Debtor's
agent and attorney-in-fact, with full power and authority in the name, place and
stead of Debtor or otherwise, from time to time in Secured Party's discretion,
upon the occurrence and during the continuance of an Event of Default, to take
any action and to execute any instrument with respect to the Collateral which
Secured Party may deem necessary or advisable to fulfill Debtor's Obligations
hereunder.  This appointment is irrevocable and continuing and is 


                                         -2-


coupled with an interest of Debtor.  Debtor hereby ratifies and confirms all
that Secured Party may lawfully do by virtue of this Power of Attorney.

    6.   RIGHTS CUMULATIVE.  All rights and remedies of Secured Party pursuant
to this Security Agreement, the Note or otherwise, shall be cumulative and
non-exclusive, and may be exercised singularly or concurrently.

    7.   SEVERABILITY.  In the event that any provision of this Security
Agreement is deemed to be invalid by reason of the operation of any law,
including, but not limited to, the interpretation placed thereon by any court or
any other governmental body, this Security Agreement shall be construed as not
containing such provision and the invalidity of such provision shall not affect
the validity of any other provisions hereof, and any and all other provisions
hereof which otherwise are lawful and valid shall remain in full force and
effect.

    8.   SUCCESSORS AND ASSIGNS.  Secured Party shall have the right to assign
its rights hereunder and in the Collateral to any holder of the Note.  This
Security Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of Secured Party and
Debtor.

    9.   TERMINATION.  Upon payment in full of Debtor's Obligations, all rights
and interests of Secured Party hereunder shall terminate.

    10.  CAPTIONS.  The headings in this Security Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

    11.  COUNTERPARTS.  This Security Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
when taken together, shall be one and the same instrument.

    12.  SURVIVAL OF SECURITY AGREEMENT.  All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of the Note and this Agreement and shall continue in full force and
effect until Debtor's Obligations are paid and performed in full.

    13.  APPLICABLE LAW.  This security agreement shall be construed in
accordance with and governed by the laws and decisions of the State of
California.

    14.  GOVERNMENTAL APPROVALS.  The parties hereto intend that the powers of
Secured Party under this Security Agreement, in all relevant aspects, shall be
governed by the applicable statutory requirements and rules and regulations of
all applicable governmental bodies.


                                         -3-


    15.  NO WASTE.  Debtor agrees that at no time will it fail to operate its
business or act with respect to the Collateral in such a way as to materially,
adversely affect the value of the Collateral or Secured Party's interest
therein.


                                         -4-


    IN WITNESS WHEREOF, this Security Agreement has been executed and delivered
by both of the parties hereto by a duly authorized officer of each such party on
the date first set forth above.

                             CINEMASTAR LUXURY THEATERS, INC.



                             By:  
                                ------------------------------------
                                     John Ellison, Jr., President




                             REEL PARTNERS, L.L.C.



                             By:
                                ------------------------------------
                                     Neil Austrian, Vice President



                                         -5-

EX-4.6

RECORDING REQUESTED BY 
AND, WHEN RECORDED, MAIL TO:

KATTEN MUCHIN & ZAVIS
1999 Avenue of the Stars
Suite 1400
Los Angeles, California  90067
Attention:  Joseph P. Franzetta, Esq.




                               LEASEHOLD DEED OF TRUST

           THIS DOCUMENT SECURES AGREEMENTS PROVIDING FOR BALLOON PAYMENTS.


    THIS LEASEHOLD DEED OF TRUST is made as of September 22, 1997 by and among
CINEMASTAR LUXURY THEATERS, INC., a California corporation ("Trustor"), with a
chief executive office at 431 College Boulevard, Oceanside, California 92057,
Chicago Title Company, ("Trustee") and REEL PARTNERS, L.L.C., a Delaware limited
liability company ("Beneficiary"), having an office at 327 Congress Avenue,
Suite 100, Austin, Texas 78701.

                                 W I T N E S S E T H:

    THAT TRUSTOR IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE, ITS
SUCCESSORS AND ASSIGNS, IN TRUST, WITH POWER OF SALE, AND RIGHT TO ENTRY AND
POSSESSION:

    All of Trustor's present and future right, title and interest in and to
that property now or hereafter acquired in the County of Riverside, State of
California, described in the attached Exhibit "A" (referred to herein as the
"Property");

    TOGETHER WITH, and including, without limitation:

    (a)  All of Trustor's present and future right, title and interest under
that certain Theater Lease, dated August 1, 1995, by and between Trustor and
Mission Grove Theater Properties, L.P., and all amendments, extensions, renewals
or supplements thereto (collectively, the "Lease" or the "Leasehold Estate" as
the context may require);

    (b)  All of Trustor's present and future right, title and interest in and
to all buildings and improvements now or hereafter erected or placed on the
Property; all easements, rights-of-way, passages, franchises, water rights,
water courses, riparian rights, appurtenances, tenements, hereditaments and all
other rights, liberties and privileges now or hereafter belonging to, or in any
way appertaining, or in any way being a means of access, to the Property,
including, without 



limitation, (i) any claim at law or in equity, and (ii) any after acquired
title, franchise, license, right, interest or privilege and the reversion(s) and
remainder(s) thereof;

    (c)  All income, rents, issues, profits, revenues, royalties, proceeds,
credits, deposits and options arising out of, under or relating to the use and
operation of the Property and all subleases, subtenancies, occupancy agreements,
licenses or concessions affecting the Property, including, without limitation,
the right, power and authority given to and conferred upon Trustor under any
assignment of subleases to collect and apply such income, rents, issues, profits
and proceeds; 

    (d)  All of Trustor's present and future right, title and interest in and
to all products, equipment, machinery, fixtures, inventory, appliances,
furniture, furnishings, building materials, apparatus, supplies and all other
goods and personal property of every kind and character located in, or upon, or
attached or appurtenant to, or affixed to, or used or intended to be used in
connection with, the ownership, use, occupancy, enjoyment, operation,
management, development or improvement of the Property or any structures,
building or improvements thereon, whether now owned or in existence or hereafter
arising, acquired, or constructed, including, without limitation: all gaming
equipment, all heating, lighting, laundry, incinerating, gas, electric and power
equipment; all engines, pipes, pumps, tanks, motors, conduits, switchboards,
plumbing, water heaters, radiators, boilers and tanks; all lifting, cleaning,
fire prevention, fire extinguishing, refrigerating, ventilating, and
communications apparatus, including without limitation all air cooling and air
conditioning apparatus, furnaces, elevators and escalators and related machinery
and equipment; all shades, awnings, blinds, curtains, drapes and floor
coverings, including, without limitation, rugs and carpeting; all works of art,
pictures, paintings, tables, chairs, lamps, and decorative lighting fixtures;
all televisions, radios, phonographs, tape players, speakers, intercoms, music
and telephone and other communication equipment, including, without limitation,
cable antennae and related systems; all screens, storm doors and windows; all
kitchen and restaurant equipment, including, without limitation, tables, stoves,
refrigerators, dishwashers, microwave equipment, ovens and timers and other
installed appliances; all chaise lounges, hot tubs, swimming pool heaters and
equipment and other recreational equipment and supplies (computerized and
otherwise); all visual and electric surveillance equipment; all office
equipment, beds, dressers, mirrors, sofas, desks, wall coverings, clocks,
albums, tapes, arcade games and computers; all operating supplies, cleaning
supplies, paint supplies, janitor's equipment and supplies and laundry supplies;
all cabinets, partitions, ducts and compressors; all trees, plants and other
items of landscaping; and all tools, dies, blueprints, catalogues, computer
hardware and software, all of which are declared to be real property;


                                         -2-


    (e)  All general intangibles arising from, used or held in connection with,
or relating to the Property or the ownership, use, occupancy, enjoyment,
operation, management, development or improvement thereof, including, without
limitation, all governmental permits relating to construction, permits, all
subdivision maps and applications therefor, all subdivision public reports and
applications therefor, all development rights and airspace rights, all
architectural and engineering drawings, plans and specifications, soil tests,
feasibility studies, engineering reports, environmental, building and other
permits, certificates of occupancy, construction, management and other
contracts, franchises, licenses and all names under or by which the Property or
any present or future improvements on the Property may at any time be operated
or known, and all rights to carry on business under any such names, or any
variant thereof, and all trademarks and goodwill in any way relating to the
Property;

    (f)  All right, title and interest of Trustor in and to the beds of the
ways, roads, streets, avenues and alleys adjoining the Property, including,
without limitation, any after-acquired title or reversionary interest;

    (g)  All deposits made with or other security given to utility companies or
governmental branches or agencies by or on behalf of Trustor with respect to the
Property and all advance payments of insurance premiums made by or on behalf of
Trustor;

    (h)  All Trustor's right, title and interest in and to all gas, oil water
and mineral rights now or hereafter derived from appurtenant to, or pertaining
to the Property (and any and all shares of stock evidencing the same and profits
relating thereto) and all air rights and development rights or credits relating
to the Property;

    (i)  All causes of action, claims and proceeds relating to or arising on
account of any damage to or condemnation or other taking of the Property or any
improvements thereon or any part thereof or for conveyance in lieu of
condemnation, including, without limitation, insurance proceeds or condemnation
or public improvement proceeding awards or compensation which Trustor now has or
may hereafter acquire with respect to the Property or any improvements now or
hereafter erected or placed thereon or any part thereof; and

    (j)  All proceeds (including claims or demands thereto or therefor) of any
of the foregoing, including, without limitation, any warranty or service
contract relating to said collateral, proceeds of all present and future fire,
hazard, or casualty insurance policies and all condemnation awards or payments
in lieu thereof made by any public body, or decreed by any court or negotiated
with any governmental agency for a taking or for degradation of value in any
condemnation or eminent domain proceedings, and all causes of action and the
proceeds thereof or any damage or injury to the Property or any part thereof,
including, but not limited to, causes of action arising in tort or contract and
causes of action for fraud or concealment of a material fact.


                                         -3-


    All of the foregoing, whether now or hereafter owned, created or acquired,
shall be deemed to be and shall remain a part of the Property encumbered by this
Deed of Trust, and all of the foregoing, together with the Property, are
hereinafter referred to collectively as the "Premises."

    TO HAVE AND TO HOLD the Premises unto the Trustee, its successors and
assigns forever.

    FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary, in
its absolute discretion, may determine, all of the following (collectively, the
"Indebtedness"):

    (a)       Payment of an indebtedness evidenced by that certain Convertible
Secured Promissory Note of even date herewith executed by Trustor in favor of
Beneficiary for the principal sum of $3,000,000, ("Note"), and any and all other
documents executed by Trustor in connection with the creation of said
indebtedness (collectively, the "Loan Documents"), and any and all
modifications, amendments, extensions, renewals or replacements thereof; and

    (b)       Payment of any other sums, with interest as herein provided,
becoming due or payable under the provisions of this Deed of Trust to
Beneficiary; and

    (c)       Due, prompt and complete payment, observance, performance and
discharge of each and every condition, obligation, covenant and agreement
contained in this Deed of Trust, the Loan Documents and in any document or
instrument supplementing, modifying or amending same, or otherwise evidencing,
securing or pertaining to the indebtedness and obligations evidenced thereby;
and

    (d)       Payment of such additional sums (with interest thereon) as may
hereafter be borrowed from Beneficiary, or its successors or assigns, by Trustor
or the then record owner of the Property and evidenced by one or more promissory
notes, security agreements or other documents, and discharge and performance of
such other obligations and guaranties of Trustor or the then record owner, which
documents or obligations by their terms receipt that they are secured by this
Deed of Trust, and all modifications, amendments, extensions and renewals
thereof.  

    TO PROTECT AND MAINTAIN THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:

    1.        PAYMENT OF INDEBTEDNESS.  Trustor shall promptly pay when due,
whether by acceleration or otherwise, all Indebtedness for which this Deed of
Trust has been given as security.

    2.        GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES.   Trustor
represents, covenants and warrants that:

         (a)       Subject only to the rights of others provided in the
documents and instruments described in the attached Exhibit "B", Trustor is the
owner and holder of the 


                                         -4-


Leasehold Estate, and has good, absolute, and marketable title thereto, and has
good right, full power and lawful authority to mortgage and pledge the same as
provided herein, and Beneficiary may at all times peaceably and quietly enter
upon, hold, occupy and enjoy the Premises in accordance with the terms hereof;

         (b)       The Premises are free and clear of all liens, security
interests, charges, encumbrances and encroachments whatsoever except those
described in Exhibit "B";

         (c)       Trustor will maintain and preserve the lien of this Deed of
Trust until the Indebtedness, no matter how evidenced, and other sums secured
hereby have been fully paid and performed;

         (d)       Trustor has all necessary power, capacity and authority to
execute, deliver and perform its obligations under the Loan Documents, and
Trustor has taken all actions and obtained all authorizations, consents and
approvals as are necessary to allow Trustor to execute, deliver and perform its
obligations under the Loan Documents.

         (d)       This Deed of Trust, the Loan Documents and all other
documents and instruments evidencing or securing the Indebtedness or otherwise
executed in connection therewith (including, without limitation, all guaranties)
are valid and binding obligations enforceable in accordance with their
respective terms and the execution and delivery thereof do not contravene any
contract or agreement to which Trustor is a party or by which Trustor or any of
its properties may be bound and do not contravene any law, order, decree, rule
or regulation to which Trustor is subject;

         (f)       There are no actions, suits or proceedings pending, or to
the knowledge of Trustor threatened, against or affecting Trustor or the
Premises; 

         (g)       All costs arising from construction of any improvements, the
purchase of all equipment located on the Property and the operation of the
Premises have been paid or will be paid as and when due;

         (h)       The Property has direct access for ingress and egress to,
the street(s) contiguous thereto, and electric, gas, sewer and water facilities
and any other necessary utilities are, and at all times hereafter shall be,
available in sufficient capacity to service the Property satisfactorily, and any
easements necessary to the furnishing of such utility service by Trustor have
been obtained and duly recorded;

         (i)       Without the prior written consent of Beneficiary, Trustor
will not seek, make or consent to any change in the zoning or conditions of use
of the Property.  Trustor will comply with and make all payments required under
the provisions of any covenants, conditions or restrictions affecting the
Property, including, but not limited to, those contained in any declaration and
constituent documents of any condominium, cooperative or planned development
project on the Property.  Trustor will comply with all existing and future
requirements of all governmental authorities having jurisdiction over the
Property;



                                         -5-


         (j)       Trustor will promptly furnish, upon the Beneficiary's
reasonable request, a duly acknowledged written statement setting forth all
amounts due on the Indebtedness secured by this Deed of Trust and stating
whether any offsets or defenses exist, and containing such other matters as
Beneficiary may reasonably require; and

         (k)       Trustor shall perform all of its obligations and covenants
under the Lease, and shall not default under or breach any of the terms and
provisions of the Lease.

    3.        MAINTENANCE OF PREMISES.  Trustor shall:

         (a)       Maintain and keep the Premises in good condition and repair
and shall not commit or permit waste of the whole or part or any material item
consisting of a part of the Premises;

         (b)       Not alter, remove or demolish any buildings, improvements,
appliances or fixtures now or hereafter on the Property without the prior
written consent of Beneficiary;

         (c)       Promptly repair, replace or restore in a good, workmanlike
manner and in compliance with all laws, ordinances, governmental rules and
regulations, easements, agreements, covenants, conditions and restrictions
affecting the Premises, all buildings, improvements, appliances and fixtures now
or hereafter on the Property in the event of damage to or destruction of same;

         (d)       Perform, in the event all or any portion of the Premises
constitutes a leasehold estate belonging to Trustor, each and every obligation
of Trustor under the terms of the lease agreement relating to the demised
Premises;

         (e)       Not commit, suffer or permit any act upon the Premises in
violation of any laws, ordinances, governmental rules and regulations,
easements, agreements, covenants, conditions and restrictions affecting the
Premises or use of the Premises;

         (f)       Perform in a timely and proper manner any and all other acts
which from the character or use of the Premises is reasonably necessary to
protect and preserve the security of this Deed of Trust; and 

         (g)       Promptly pay when due all expenses incurred pursuant to this
paragraph 3, or otherwise relating to the Premises, and promptly pay, discharge
or otherwise release all claims for labor performed on, and materials furnished
to, the Premises.

    4.        INSURANCE.  Trustor shall provide, maintain and keep policies of
insurance with companies and in form, content, policy limits and terms
reasonably satisfactory to Beneficiary, with loss payable to Beneficiary,
insuring the Premises against such hazards as Beneficiary may from time to time
reasonably require, and as otherwise required under any agreement between
Trustor and Beneficiary.  Such insurance shall (i) with respect to hazard
insurance, name as the loss payee thereunder Trustor, the Trustee and
Beneficiary, as their interests may appear, and shall 


                                         -6-


contain a mortgagee endorsement (438 BFU); (ii) with respect to liability
insurance, name the Trustee and Beneficiary as additional insureds thereunder;
and (iii) contain such other endorsements as Beneficiary shall deem necessary to
protect its interests in the Premises.  All such policies shall not be
cancelable or subject to substantial change without at least thirty (30) days'
prior written notice to, and approval by, Beneficiary, and Beneficiary shall
receive at least thirty (30) days' prior written notice of the termination of
any such policy.  Trustor shall promptly pay when due all premiums for such
insurance, shall deliver certified copies of all such insurance policies,
renewals of such policies and premium receipts therefor to Beneficiary, and
shall do all things necessary to obtain prompt settlement or disposition of any
claim or loss covered under such policies.  Without waiving or curing any Event
of Default (as defined in paragraph 11 hereof), and without regard to the
adequacy of its security, Beneficiary may, in its absolute discretion, subject
only to the provisions of the immediately following paragraph: (i) apply the
proceeds of such insurance upon any Indebtedness secured by this Deed of Trust,
whether or not such Indebtedness is then due and payable; and/or (ii) in such
order, in such manner and according to such terms and conditions as Beneficiary
may determine, release all or portions of such proceeds to Trustor for the
repair, replacement, or restoration of the Premises.  If such proceeds are so
released to Trustor, neither Beneficiary nor Trustee shall be obligated to see
to the proper allocation or application thereof, nor shall the amount so
released or used be deemed the payment on any Indebtedness secured hereby.  No
insurance proceeds at any time held by Beneficiary hereunder shall be deemed to
be held in trust, and Beneficiary may commingle such proceeds with Beneficiary's
general assets and shall not be liable for the payment of any interest or other
return thereon.  In the event of foreclosure of this Deed of Trust, or other
transfer of title to the Premises in extinguishment of the Indebtedness secured
hereby, all right, title and interest of Trustor in and to any insurance
policies then in force shall pass to the purchaser or grantee.  Beneficiary is
hereby irrevocably authorized to assign in Trustor's name to such purchaser or
grantee all such policies which may be amended or rewritten to show the interest
of such purchaser.  If the insurance proceeds are applied to the payment of the
sums secured by this Deed of Trust, any such application of proceeds to
principal shall not extend or postpone the due dates of the monthly installments
of such indebtedness or change the amounts of such installments.  

    Notwithstanding the foregoing, if Beneficiary is given reasonable
assurances that the Premises can be restored to the equivalent of its original
condition with insurance proceeds, Trustor may use insurance proceeds to the
extent necessary to so restore the Premises.  In that event, Beneficiary may, at
Beneficiary's sole option, condition disbursement of the proceeds on Trustor's
deposit with Beneficiary of any amount by which the cost of repair and
restoration, as reasonably estimated by Beneficiary, exceeds the available
insurance proceeds, on Beneficiary's approval of such plans and specification of
an architect satisfactory to Beneficiary, contractor's cost estimates,
architect's certificates, waivers of liens, payment and performance bonds, sworn
statements of mechanics and materialmen and such other evidence of costs,
percentage of completion of construction, application of payments, and
satisfaction of liens as Beneficiary may reasonably require.  Trustor may
withhold disbursement of any or all of such proceeds if there has occurred an
Event of Default under this Deed of Trust, or if there has occurred any event
which would, if uncured or uncorrected, constitute an Event of Default with the
giving of notice, passage of time, or both.  Nothing set forth in this
paragraph, and no authority given to Trustor to repair, rebuild or restore the
Premises or any portion thereof, shall be deemed to constitute Trustor the 


                                         -7-


agent of Beneficiary for any purpose, or to create, either expressly or by
implication, any liens or claims or rights on behalf of laborers, mechanics,
materialmen or other lienholders which could in any way be superior to the lien
or claim of Beneficiary, or which could be construed as creating any third party
rights of any kind or nature to any insurance proceeds in Beneficiary's
possession.  

    5.        PAYMENT OF TAXES, LIENS AND ASSESSMENTS.  Trustor shall pay and
discharge prior to delinquency: (a) all current and future taxes, assessments
and charges of every kind and nature, including, without limitation, real and
personal property taxes; (b) all general and special assessments, including,
without limitation, common area maintenance assessments and assessments on
appurtenant water stock; (c) all levies, permit, inspection, license, and other
fees; (d) all water and sewer rents, connection fees and charges; and (e) all
other public and private charges whether of a like or different nature imposed
upon or assessed against Trustor, Beneficiary or the Premises, or any part
thereof or upon the revenues, rents, issues, income, or of profits thereof or
upon the inventory of goods maintained or stored thereon or therein.  Trustor
shall, within ten (10) days following such payment or discharge, provide
Beneficiary with receipts therefor.  Notwithstanding the foregoing, Trustor
shall have the right to contest the validity or amount of any such tax,
assessment or charge, provided that (a) the validity or amount thereof is
contested diligently and in good faith; (b) Trustor shall protect the Premises
against any lien arising out of any such tax, assessment or charge, or out of
any such contest thereof, by obtaining a bond or other security, in form,
substance, amount, and issued by a surety, satisfactory to Beneficiary; and (c)
Trustor's title to, and right to use, the Premises is not adversely affected.

    6.        LITIGATION, ETC.  Trustor shall promptly give written notice to
Beneficiary of, and appear in and defend, at its sole cost and expense by
counsel reasonably acceptable to Beneficiary, any action or proceeding affecting
or purporting to affect Beneficiary's interest in the Premises, the security of
this Deed of Trust, or the rights and powers of Beneficiary and Trustee
hereunder.  Beneficiary and Trustee shall have the right to appear in and
participate in all such proceedings at Trustor's expense.  

    7.        PERFORMANCE OF OBLIGATIONS BY BENEFICIARY.  Should Trustor fail
to make any payment, perform any obligation or do any act set forth in or
secured by this Deed of Trust, Beneficiary may, but without obligation to do so,
without notice to or demand upon Trustor and without releasing Trustor from
making such future payments, performing such future obligations or doing such
future acts, make such payment, perform such obligation or do such act in such
manner and to such extent as Beneficiary may deem necessary to protect the
security of this Deed of Trust.  Except as set forth on Exhibit "B," without
limiting the foregoing, Beneficiary may pay, purchase, contest or compromise any
encumbrance, charge, lien, claim or debt which, in the sole judgment of
Beneficiary, appears to be prior or superior to this Deed of Trust or which may
affect or appear to affect the security of this Deed of Trust, the interests of
Beneficiary, or the rights, powers and duties of Trustee or Beneficiary
hereunder.  Beneficiary and its agents, representatives and workers are
authorized to enter the Premises or any part thereof at any time for the purpose
of inspecting same, and for the purpose of performing any act authorized under
this Deed of Trust.  


                                         -8-


    8.        CONDEMNATION.  Any award of damages or other form of compensation
awarded in connection with any condemnation for public use of, or injury to, the
Premises or any part thereof is hereby assigned and shall be paid directly to
Beneficiary, to be used, held, paid, applied or released in the absolute
discretion of Beneficiary and without regard to the adequacy of its security, in
the same manner and with the same effect as provided herein for the disposition
of insurance proceeds.  In this regard, Trustor hereby waives the benefit of any
statute, rule or law which may be contrary thereto, and Trustor hereby agrees to
execute such further assignments therefor as Beneficiary may require.

    9.        GENERAL RIGHTS OF BENEFICIARY.  At any time and from time to
time, without liability therefor, without notice and without affecting the
liability of any person, including, without limitation, Trustor or any
guarantor, for the payment or performance of any Indebtedness secured by this
Deed of Trust, or the lien of this Deed of Trust on the Premises or any portion
thereof, Beneficiary may: (i) release any person liable for the payment of any
Indebtedness; (ii) extend the time or otherwise alter the terms of payment of
any Indebtedness and make compositions or other arrangements with any, debtor in
relation thereto; (iii) alter, substitute, increase or release any portion of
the Premises or any other collateral securing any Indebtedness; (iv) consent to
the making of any map or plot of the Property; (v) join in granting any
easements or creating any restrictions on the Property; and (vi) join in any
extension agreement or any agreement subordinating the lien or charge of this
Deed of Trust.

    10.       RECONVEYANCE OF THIS DEED OF TRUST.  Upon payment of all sums
secured by this Deed of Trust, Beneficiary shall cause Trustee to release this
Deed of Trust and shall produce for Trustee the Note.  Trustor shall pay all
costs of recordation and shall pay the statutory Trustee's fees.  If Beneficiary
shall not produce the Note as aforesaid, the Beneficiary, upon notice from
Trustor shall obtain, at Beneficiary's expense, and file any lost instrument
bond required by Trustee or pay the cost thereof to effect the release of this
Deed of Trust.

    11.       EVENT OF DEFAULT; SALE BY TRUSTEE OF THE PREMISES.  Any one or
more of the following shall constitute an "Event of Default" under this Deed of
Trust:

         (a)       Trustor shall fail to make any payment when due (after
giving effect to applicable cure periods, if any) under this Deed of Trust, the
Note or any other document or instrument evidencing the Indebtedness or executed
in connection herewith or therewith;

         (b)       An "Event of Default" (as such term is defined and used in
the Note);

         (c)       Trustor (regardless of the pendency of any bankruptcy,
reorganization, receivership, insolvency or other proceedings, at law, in
equity, or before any administrative tribunal, which has prevented or might have
the effect of preventing Trustor from complying with the terms of this Deed of
Trust) shall fail to observe or to perform or to comply with, or  otherwise
breaches, any term, covenant, condition, agreement or obligation, for a period
of fifteen (15) days (i) contained in this Deed of Trust, the Loan Documents or
any other agreement or instrument evidencing the Indebtedness or executed in
connection herewith or therewith; or (ii) 


                                         -9-


any other document, agreement or instrument now or hereafter existing between
Trustor and Beneficiary;

         (d)       Any warranty, representation, statement, report or
certificate required by or set forth in this Deed of Trust or otherwise made or
delivered by Trustor to Beneficiary now or hereafter is incorrect, false, untrue
or misleading in any respect whatsoever;

         (e)       Trustor shall default under or breach the Lease (beyond any
applicable cure period, if any) or if Trustor shall terminate or cancel the
Lease;

         (f)       Trustor sells, conveys, transfers, leases, assigns, pledges
or further encumbers the Premises or any part thereof to persons other than
Beneficiary  or affiliates of the Beneficiary or Pacific Concessions, Inc. (to
the extent Trustor is, as of the date hereof, obligated to obtain any collateral
assignments of lease for such entity) without the prior written consent of the
Beneficiary as provided in this Deed of Trust;

         (g)       A default shall occur under any deed of trust or assignment
encumbering the Premises or any portion thereof beyond any applicable cure
period, if any, whether such deed of trust or assignment is prior or subordinate
to the lien of this Deed of Trust, or the beneficiary under any such deed of
trust shall commence a foreclosure action in connection with said deed of trust;

         (h)       Revocation or termination of, or limitation of liability
upon, any guaranty of any or all of the Indebtedness;

         (i)       Any levy, assessment, attachment, seizure, lien or
encumbrance for any cause or reason whatsoever upon all or any part of the
Premises or upon a substantial part of Trustor's other assets which is not
released within thirty (30) days; or

         (j)       Trustor shall generally not pay its debts as they become due
or shall enter into any agreement (whether written or oral), or offer to enter
into any such agreement, with all or a significant number of its creditors
regarding any moratorium or other indulgence with respect to its debts or the
participation of such creditors or their representatives in the supervision,
management or control of the business of Trustor; or Trustor shall conceal,
remove or permit to be concealed or removed any part of its property, with
intent to hinder, delay or defraud its creditors, or make or suffer any transfer
of any of its property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law, or shall make any transfer of its property to or for
the benefit of any creditor at a time when other creditors similarly situated
have not been paid.

    Upon an Event of Default, Beneficiary may without notice or demand of any
kind (all of which are hereby expressly waived by Trustor) take such action as
it deems necessary or advisable to protect and enforce its rights and remedies
hereunder, at such time and in such order as the Beneficiary may determine in
its sole discretion, and without impairing or otherwise affecting any rights and
remedies of Beneficiary, including, without limitation, the following: (a)
declare all 


                                         -10-


Indebtedness secured by this Deed of Trust immediately due and payable; (b)
exercise the power of sale under this Deed of Trust and execute and record (or
cause Trustee to execute and record) a notice of default and election to cause
the Premises to be sold to satisfy the Indebtedness secured hereby, which sale
may include at Beneficiary's sole election some or all of any personal property
collateral for the Indebtedness; (c) commence an action to foreclose this Deed
of Trust and otherwise enforce and protect it security hereunder; and/or (d)
take any other actions permitted by law or equity to enforce its rights and
remedies hereunder as it may deem appropriate in its sole discretion.  With
respect to the foregoing:

              (i)       Upon the recordation of such notice of default,
Beneficiary shall deposit this Deed of Trust and all documents evidencing the
Indebtedness with Trustee;

              (ii)      After the lapse of such time as may then be required by
law following the recordation of the notice of default, and after notice of sale
as then required by law, Trustee (without demand on Trustor) shall sell the
Premises, together with such personal property collateral for the Indebtedness
as Beneficiary in its sole discretion may elect, at the time and place fixed in
such notice of sale, either as a whole or in separate parcels, and in such order
as Beneficiary may determine in its sole discretion, at public auction to the
highest bidder for cash in lawful money of the United States of America, payable
at the time of sale.  Trustee may postpone the sale of all or any portion of the
Premises, and any such personal Property, by public announcement at such time
and place of sale and from time to time thereafter may postpone such sale by
public announcement at the time and place fixed by the preceding postponement;

              (iii)          Trustee shall deliver to the purchaser a deed
conveying the Premises together with any personal property so sold, but without
any covenant or warranty, express or implied.  The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness thereof.  Any
person, including Trustee or Beneficiary, may purchase at such sale;

              (iv)      Upon such sale by Trustee, and after deducting all
costs, expenses, and fees of Trustee and of this trust, or incident to the
enforcement of any right or remedy, or as otherwise provided hereunder,
including, without limitation, the cost of evidence of title in connection with
any sale, and attorneys' fees and court costs, Trustee shall apply the proceeds
from the sale to the payment of: (i) the Indebtedness secured by this Deed of
Trust, including, without limitation, all expenditures made and incurred by
Beneficiary or Trustee under this Deed of Trust or under any other document
evidencing or securing any Indebtedness secured hereby, together with accrued
interest thereon at the rate of interest then payable under the Loan  Documents;
and (ii) the remainder, if any, to the person or persons legally entitled
thereto;

              (v)       Subject to the rights of the entities set forth on
Exhibit "B," upon an Event of Default, Beneficiary shall be entitled to have a
court immediately appoint a receiver for the Premises and Trustor hereby
expressly consents to the appointment of such receiver.  Any such appointment
may be made either before or after sale, with such notice, if any, as may be
required by court rule or proceeding, and without regard to the solvency or
insolvency at the time of application for such receiver of the person or
persons, if any, liable for the payment of the Indebtedness secured hereby and
without regard to the then value of the Premises and without 


                                         -11-


bond being required of the applicant.  Such receiver shall have the power to 
take possession, control, and care of the Premises and to collect the rents 
and profits of the Premises and, in case of a sale and a deficiency, during 
the full statutory period of redemption, as well as during any further times 
when Trustor, its administrators, executors, successors, or assigns, except 
for the intervention of such receiver, would be entitled to collect such 
rents, issues, and profits, and all other powers which may be necessary or 
are useful in such cases for the protection, possession, control, management, 
and operation of the Premises during the whole of said period.  To the extent 
permitted by law, the receiver may be authorized by the court to extend or 
modify any then existing leases and to make new leases,which extensions, 
modifications, and new leases may provide for terms to expire, or for options 
to lessees to extend or renew terms to expire, beyond the maturity date of 
the Indebtedness secured hereunder. It is understood and agreed that any such 
leases and options or other such provisions shall be binding upon Trustor and 
all persons whose interests in the Premises are subject to the lien hereof 
and upon the purchaser or purchasers from sale, discharge of the Indebtedness 
secured hereby, satisfaction of any foreclosure decree, or issuance of any 
certificate of sale or deed to any purchaser;

              (vi)      Trustor and Trustee acknowledge and agree that some or
all of any personal property collateral for the Indebtedness may at
Beneficiary's sole election be sold pursuant to the power of sale contained in
this Deed of Trust.  Trustor further agrees that any proceeds received by
Beneficiary from the disposition of any such personal property collateral shall
not operate or be deemed a cure of any Event of Default under this Deed of
Trust, and such proceeds may be applied to the Indebtedness in such order or
manner as Beneficiary may determine in its sole and absolute discretion,
including, without limitation, in inverse order of maturity.
    
    12.       PAYMENT OF COSTS AND EXPENSES.  Trustor shall immediately
reimburse Beneficiary and Trustee for all reasonable costs and expenses which
Beneficiary and Trustee may incur by reason of, or arising out of, or in
connection with: (a) any Event of Default; (b) any action or proceeding in which
Beneficiary or Trustee may appear in or commence to protect, preserve, exercise
or enforce their rights, remedies or security interests under this Deed of
Trust, or under any document or instrument evidencing the Indebtedness secured
by this Deed of Trust, or which otherwise relates to the Premises, including all
appeals therefrom; (c) the performance of any act authorized or permitted
hereunder; and (d) the exercise of any other rights or remedies under this Deed
of Trust, or under any document or instrument evidencing the Indebtedness
secured by this Deed of Trust, or otherwise relating to the protection of
Beneficiary's or Trustee's rights and interest hereunder or under any document
or instrument evidencing the Indebtedness secured hereby, whether or not a suit
or proceeding is instituted.  Such costs and expenses shall include, without
limitation, the reasonable fees, charges and expenses of attorneys, engineers,
accountants, appraisers, expert witnesses, consultants and other professional
assistants and advisors, costs and expenses of searching records, examining
title and determining rights in, title to, or the value of, the Premises or the
boundaries thereof, including title company charges, title insurance premiums,
survey costs, publication costs, and other charges incident thereto, all whether
or not a suit or proceeding is instituted.  Trustor agrees to and shall pay,
immediately and without demand, all sums so expended by Beneficiary or Trustee,
together with interest from the date of expenditure, at the highest interest
rate then payable under the documents and instruments evidencing the


                                         -12-


Indebtedness, all of which sums plus interest shall constitute additional
indebtedness secured by this Deed of Trust.

    13.       TRANSFER OR FURTHER ENCUMBRANCE OF THE PREMISES. In the event of
any sale, conveyance, transfer, sublease, pledge or further encumbrance of the
Premises or any interest in or any part of the Premises, or of any interest in
Trustor, or any further assignment of rents from or subleases of the Premises
without the prior written consent of Beneficiary then, at Beneficiary's option,
Beneficiary may declare the outstanding principal amount of the Indebtedness,
the interest accrued thereon, and all other sums secured hereby, to be due and
payable immediately, and upon such declaration, such principal and interest and
other sums shall immediately become and be due and payable without demand or
notice.  Beneficiary's consent shall be within its sole and absolute discretion,
and Beneficiary specifically reserves the right to condition its consent upon
(by way of illustration but not of limitation) its approval of the financial or
management ability of the purchaser, transferee, sublessee, pledgee or assignee,
upon an agreement to escalate the interest payable on the Indebtedness to
Beneficiary's then current interest rate, upon the assumption of the obligations
and liabilities of the Indebtedness and this Deed of Trust by the purchaser,
transferee, sublessee, pledgee, or assignee, upon the receipt of guaranties of
the Indebtedness satisfactory to Beneficiary or upon payment to Beneficiary of a
reasonable assumption fee.  Any purchaser, transferee, sublessee, pledgee or
assignee shall be deemed to have assumed and agreed to pay the Indebtedness and
perform any other obligation secured by this Deed of Trust and to have assumed
and agreed to be bound by the terms and conditions of this Deed of Trust,
including the terms of this paragraph, unless Beneficiary specifically agrees in
writing to the contrary.  Trustor agrees that in the event the ownership of
Trustor or any part thereof becomes vested in a person other than Trustor,
Beneficiary may, without notice to Trustor, deal in any way with such successor
or successors in interest with reference to this Deed of Trust and the
Indebtedness hereby secured without in any way vitiating or discharging
Trustor's liability hereunder or under the documents and instruments evidencing
the Indebtedness secured hereby.  No transfer or encumbrance of the Premises or
any interest herein and no forbearance or assumption by any person with respect
to this Deed of Trust and no extension to any person of the time for payment of
the Indebtedness hereby secured given by Beneficiary shall operate to release,
discharge, modify, change or affect the liability of Trustor, either in whole or
in part, unless Beneficiary specifically agrees in writing to the contrary.

    14.       ACCEPTANCE OF LATE AND PARTIAL PAYMENTS.  The acceptance by
Beneficiary of the payment of any sum or the performance of any other obligation
secured by this Deed of Trust after its due date shall not constitute a waiver
of the right to require prompt payment or performance when due of all other and
future sums and obligations so secured, or to declare an Event of Default for
any failure to so pay or perform, or to proceed with foreclosure or sale for any
other Event of Default then existing.  The acceptance by Beneficiary of the
payment of a portion of any sum, or the partial performance of any other
obligation, secured by this Deed of Trust at such time that the same is due
and/or payable in its entirety shall neither cure nor excuse the Event of
Default caused by failure to pay the whole of such installment or otherwise
fully perform such obligation, or affect any notice of default recorded prior to
such acceptance, unless such notice of default is expressly revoked in writing
by Beneficiary.  Such acceptance shall not 


                                         -13-


constitute a waiver of Beneficiary's rights to require full payment or
performance when due of all other and future sums or other obligations so
secured.

    15.       CUMULATIVE REMEDIES; ADDITIONAL SECURITY.  No remedy herein
conferred upon or reserved to the parties to this Deed of Trust is intended to
be exclusive of any other remedy provided herein, in the Loan Documents or by
law.  Each such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.  No delay or omission of Beneficiary in the exercising of any right
or power accruing upon any Event of Default shall impair such right or power or
any other right or power, nor shall such delay or omission be construed or
deemed to be a waiver of any Event of Default or any acquiescence therein.  If
Beneficiary at any time holds additional security for the Indebtedness secured
by this Deed of Trust, Beneficiary, at its sole election and without limiting or
affecting any of its rights or remedies hereunder, may exercise any of the right
and remedies to which Beneficiary may be entitled hereunder, either before,
following or concurrently with whatever rights or remedies Beneficiary may have
in connection with such other security, and in such order and in such manner as
Beneficiary may deem necessary or advisable, without waiving any rights or
remedies with respect to any other security hereunder.  In the event of an
inconsistency between the terms and provisions of this Deed of Trust and the
instruments and documents evidencing the Indebtedness secured hereby, such
document or instrument granting to Beneficiary the greatest rights and remedies
shall prevail.  

    16.       PARTIAL INVALIDITY OF THIS DEED OF TRUST.  In the event any one
or more of the provisions of this Deed of Trust or any other document evidencing
the Indebtedness secured hereby shall for any reason be held to be invalid,
illegal and/or unenforceable in any respect, such invalidity, illegality and/or
unenforceability shall not affect any other provision of this Deed of Trust or
any such other document, and such other provisions shall remain binding and
enforceable and shall continue in full force and effect.  Any ambiguity in this
Deed of Trust shall be construed in favor of the Beneficiary.

    17.       WAIVER OF MARSHALLING. ETC.   Notwithstanding anything herein to
the contrary, Trustor will not: (i) at any time insist upon, or plead, or in any
manner whatever claim or take any benefit or advantage of any stay or extension
or moratorium law, any exemption from execution or sale of the Premises or any
part thereof, whenever or wherever enacted, which may affect the covenants and
terms of performance of this Deed of Trust, (ii) claim, take or insist upon any
benefit or advantage of any law now or hereafter in force providing for the
valuation or appraisal of the Premises, or any part thereof, prior to any sale
or sales thereof which may be made pursuant to any provision herein, or pursuant
to the decree, judgment or order of any court of competent jurisdiction, or
(iii) after any such sale or sales, claim or exercise any right under any
statute heretofore or hereafter enacted to redeem the property so sold or any
part thereof.  Additionally, Trustor hereby expressly waives all benefit or
advantage of any such law or laws.  Trustor, for itself and all who may claim
under it, waives, to the extent that it lawfully may, all right to have the
Premises marshalled upon any foreclosure hereof.  Beneficiary shall have the
right to determine the order in which any or all portions of the Indebtedness is
satisfied from the proceeds realized upon the exercise of the remedies provided
herein.  Trustor, any party who consents to this Deed of Trust and any party who
now or hereafter requires a lien or security 


                                         -14-


interest in any of the Premises and who has actual or constructive notice hereof
hereby waives any and all right to require the marshalling of assets in
connection with the exercise of any of the remedies permitted by applicable law
or provided herein.

    18.       APPLICATION OF CALIFORNIA LAW.  This Deed of Trust is to be
construed, enforced and governed according to and by the internal laws of the
State of California.

    19.       TRUSTOR'S WAIVERS.

         (a)       Trustor acknowledges that it has been represented by counsel
of its choice to review this Deed of Trust, the Loan Documents, and all other
documents relating thereto and said counsel has explained and Trustor
understands the provisions thereof, or that Trustor has voluntarily declined to
retain such counsel.

         (b)       To the extent permitted by law, Trustor hereby expressly
waives diligence, demand, presentment, protest and notice of every kind and
nature whatsoever (unless as otherwise required under this Deed of Trust) and
waives any right to require Beneficiary to enforce any remedy against any
guarantor, endorser or other person whatsoever prior to the exercise of its
rights and remedies hereunder or otherwise.  Trustor waives any right to require
Beneficiary to:  (i) proceed or exhaust any collateral security given or held by
Beneficiary in connection with the Indebtedness; (ii) give notice of the terms,
time and place of any public or private sale of any real or personal property
security for the Indebtedness or other guaranty of the Indebtedness; or (iii)
pursue any other remedy in Beneficiary's power whatsoever.

         (c)       Trustor waives the right to assert any statute of
limitations as a defense to the Loan Documents, this Deed of Trust, and any
obligation secured by it, to the fullest extent permitted by applicable law.

         (d)       No portion of the Indebtedness shall be or be deemed to be
offset or compensated by all or any part of any claim, cause of action,
counterclaim, or cross-claim, whether liquidated or unliquidated, which Trustor
may have or claim to have against Beneficiary.  Trustor waives, to the fullest
extent permitted by applicable law, the benefits of California Code of Civil
Procedure section 431.70, which provides:

    "Where cross-demands for money have existed between persons at any
    point in time when neither demand was barred by the statute of
    limitations, and an action is thereafter commenced by one such person,
    the other person may assert in the answer the defense of payment in
    that the two demands are compensated so far as they equal each other,
    notwithstanding that an independent action asserting the person's
    claim would at the time of filing the answer be barred by the statute
    of limitations.  If the cross-demand would otherwise be barred by the
    statute of limitations, the relief accorded under this section shall
    not exceed the value of the relief granted to the other party.  The
    defense provided by this section is not available if the cross-demand
    is barred for failure to assert it in a prior action under Section
    426.30.  Neither person can be deprived of the benefits of this
    section by 



                                         -15-


    the assignment or death of the other.  For the purposes of this section, a
    money judgment is a "demand for money" and, as applied to a money judgment,
    the demand is barred by the statute of limitations when enforcement of the
    judgment is barred under Chapter 3 (commencing with Section 683.010) of
    Division I of Title 9."

         (e)       Trustor:  (i) shall not have any right of subrogation to any
of the rights of Beneficiary against any guarantor, maker or endorser; (ii)
waives any right to enforce any remedy which Beneficiary now has or may
hereafter have against any other guarantor, maker or endorser; (iii) waives any
benefit it of, and any other right to participate in, any collateral security
for the Indebtedness or any guaranty of the Indebtedness now or hereafter held
by Beneficiary.

         (f)       Trustor hereby authorizes and empowers Beneficiary in its
sole discretion, without any notice or demand and without affecting the lien and
charge of this Deed of Trust, to exercise any right or remedy which Beneficiary
may have available to it, including, but not limited to, judicial foreclosure,
exercise of rights of power of sale without judicial action as to any collateral
security for the Indebtedness, whether real, personal or intangible property. 
To the extent permitted by law, Trustor expressly waives any defense or benefits
that may be available under California Code of Civil Procedure Section 580 and
in its subdivisions, Section 726, or comparable provisions of the laws of any
other state, as well as all suretyship defenses that Trustor may have under
California law and the laws of any other state.  Without limiting the foregoing,
Trustor specifically agrees that any action maintained by Beneficiary for the
appointment of any receiver, trustee or custodian to collect rents, issues or
profits or to obtain possession of the Property shall not constitute and
"action" within the meaning of Section 726 of the California Code of Civil
Procedure.

    20.       MISCELLANEOUS PROVISIONS.

         (a)       This Deed of Trust inures to the benefit of and binds all
parties hereto and their respective heirs, legatees, devisees, administrators,
executors, successors, and permitted assigns.  The term "Beneficiary" as used
herein shall mean the owner and holder, including pledgees and assignees, of the
instruments and documents evidencing the Indebtedness secured hereby, whether or
not named as Beneficiary herein.

         (b)       The headings and captions of the paragraphs of this Deed of
Trust are for reference purposes only and shall not be construed or deemed to
define or limit any of the terms and provisions contained hereunder.  Whenever
in this Deed of Trust the content so requires, the gender used includes the
masculine, feminine, and/or neuter and the number so used includes the singular
and/or the plural.  Trustor shall mean "and each of them."

         (c)       In the event of the passage, after the date of this Deed of
Trust, of any law deducting from the value of real property, for tax purposes,
any lien or charge thereon, or changing in any way the laws now existing for the
taxation of deeds of trust or indebtedness secured by deeds of trust for
federal, state or local purposes, or changing the manner of collection of any
such taxes as to affect this Deed of Trust or the Indebtedness secured hereby,
Trustor agrees to pay such tax arising from such new law; and if Trustor fails
to do so or if it would be 


                                         -16-


illegal for Trustor to do so, Beneficiary may, at its election and without
demand or notice, declare the entire Indebtedness secured by this Deed of Trust
(together with accrued interest thereon) immediately due and payable.

         (d)       It is specifically agreed that time is of the essence of
this agreement.

         (e)       Trustor agrees to pay such charges required by Beneficiary
for any statement regarding the Indebtedness secured hereby, in an amount not
exceeding the maximum allowed by law at the time such statement is requested.

         (f)       Trustor requests that a copy of any notice of default or any
notice of sale hereunder be mailed to Trustor by certified mail at the address
first referenced and set forth herein, or at such other address as Trustor may,
from time to time, notify Trustee by certified United States mail.

         (g)       Trustee accepts this trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.  Trustee
is not obligated to notify any party to this Deed of Trust pending sale under
any other deed of trust of any action or proceeding in which Trustor,
Beneficiary and/or Trustee is a party, unless brought by Trustee hereunder.

         (h)       The Loan Documents are incorporated herein by this
reference and made a part hereof.

    IN WITNESS WHEREOF, this Deed of Trust is executed as of the date first
hereinabove written. 

                             TRUSTOR:

                             CINEMASTAR LUXURY THEATERS, INC.,
                             a California corporation


                             By:
                                ------------------------------
                                Name:
                                    --------------------------
                                Title:
                                      ------------------------


                                         -17-


STATE OF CALIFORNIA     )
                        )  ss.
COUNTY OF LOS ANGELES   )


    On this            day of                     , 1997, before me, the
undersigned, a Notary Public in and for said State, personally appeared         

- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.


WITNESS my hand an official seal.



- ---------------------------------------------
    Notary Public in and for said State


                                         -18-

EX-4.7

RECORDING REQUESTED BY 
AND, WHEN RECORDED, MAIL TO:

KATTEN MUCHIN & ZAVIS
1999 Avenue of the Stars
Suite 1400
Los Angeles, California  90067
Attention:  Joseph P. Franzetta, Esq.




                               LEASEHOLD DEED OF TRUST

           THIS DOCUMENT SECURES AGREEMENTS PROVIDING FOR BALLOON PAYMENTS.


    THIS LEASEHOLD DEED OF TRUST is made as of September 22, 1997 by and among
CINEMASTAR LUXURY THEATERS, INC., a California corporation ("Trustor"), with a
chief executive office at 431 College Boulevard, Oceanside, California 92057,
Chicago Title Company, ("Trustee") and REEL PARTNERS, L.L.C., a Delaware limited
liability company ("Beneficiary"), having an office at 327 Congress Avenue,
Suite 100, Austin, Texas 78701.

                                 W I T N E S S E T H:
                                 --------------------

    THAT TRUSTOR IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE, ITS
SUCCESSORS AND ASSIGNS, IN TRUST, WITH POWER OF SALE, AND RIGHT TO ENTRY AND
POSSESSION:

    All of Trustor's present and future right, title and interest in and to
that property now or hereafter acquired in the County of San Diego, State of
California, described in the attached Exhibit "A" (referred to herein as the
"Property");

    TOGETHER WITH, and including, without limitation:

    (a)  All of Trustor's present and future right, title and interest under
that certain Lease Agreement dated January 31, 1997, by and between Trustor and
Pacific Oceanside Holdings, L.P., and all amendments, extensions, renewals or
supplements thereto (collectively, the "Lease" or the "Leasehold Estate" as the
context may require);

    (b)  All of Trustor's present and future right, title and interest in and
to all buildings and improvements now or hereafter erected or placed on the
Property; all easements, rights-of-way, passages, franchises, water rights,
water courses, riparian rights, appurtenances, tenements, hereditaments and all
other rights, liberties and privileges now or hereafter belonging to, or in any
way appertaining, or in any way being a means of access, to the Property,
including, without 



limitation, (i) any claim at law or in equity, and (ii) any after acquired
title, franchise, license, right, interest or privilege and the reversion(s) and
remainder(s) thereof;

    (c)  All income, rents, issues, profits, revenues, royalties, proceeds,
credits, deposits and options arising out of, under or relating to the use and
operation of the Property and all subleases, subtenancies, occupancy agreements,
licenses or concessions affecting the Property, including, without limitation,
the right, power and authority given to and conferred upon Trustor under any
assignment of subleases to collect and apply such income, rents, issues, profits
and proceeds; 

    (d)  All of Trustor's present and future right, title and interest in and
to all products, equipment, machinery, fixtures, inventory, appliances,
furniture, furnishings, building materials, apparatus, supplies and all other
goods and personal property of every kind and character located in, or upon, or
attached or appurtenant to, or affixed to, or used or intended to be used in
connection with, the ownership, use, occupancy, enjoyment, operation,
management, development or improvement of the Property or any structures,
building or improvements thereon, whether now owned or in existence or hereafter
arising, acquired, or constructed, including, without limitation: all gaming
equipment, all heating, lighting, laundry, incinerating, gas, electric and power
equipment; all engines, pipes, pumps, tanks, motors, conduits, switchboards,
plumbing, water heaters, radiators, boilers and tanks; all lifting, cleaning,
fire prevention, fire extinguishing, refrigerating, ventilating, and
communications apparatus, including without limitation all air cooling and air
conditioning apparatus, furnaces, elevators and escalators and related machinery
and equipment; all shades, awnings, blinds, curtains, drapes and floor
coverings, including, without limitation, rugs and carpeting; all works of art,
pictures, paintings, tables, chairs, lamps, and decorative lighting fixtures;
all televisions, radios, phonographs, tape players, speakers, intercoms, music
and telephone and other communication equipment, including, without limitation,
cable antennae and related systems; all screens, storm doors and windows; all
kitchen and restaurant equipment, including, without limitation, tables, stoves,
refrigerators, dishwashers, microwave equipment, ovens and timers and other
installed appliances; all chaise lounges, hot tubs, swimming pool heaters and
equipment and other recreational equipment and supplies (computerized and
otherwise); all visual and electric surveillance equipment; all office
equipment, beds, dressers, mirrors, sofas, desks, wall coverings, clocks,
albums, tapes, arcade games and computers; all operating supplies, cleaning
supplies, paint supplies, janitor's equipment and supplies and laundry supplies;
all cabinets, partitions, ducts and compressors; all trees, plants and other
items of landscaping; and all tools, dies, blueprints, catalogues, computer
hardware and software, all of which are declared to be real property;


                                         -2-


    (e)  All general intangibles arising from, used or held in connection with,
or relating to the Property or the ownership, use, occupancy, enjoyment,
operation, management, development or improvement thereof, including, without
limitation, all governmental permits relating to construction, permits, all
subdivision maps and applications therefor, all subdivision public reports and
applications therefor, all development rights and airspace rights, all
architectural and engineering drawings, plans and specifications, soil tests,
feasibility studies, engineering reports, environmental, building and other
permits, certificates of occupancy, construction, management and other
contracts, franchises, licenses and all names under or by which the Property or
any present or future improvements on the Property may at any time be operated
or known, and all rights to carry on business under any such names, or any
variant thereof, and all trademarks and goodwill in any way relating to the
Property;

    (f)  All right, title and interest of Trustor in and to the beds of the
ways, roads, streets, avenues and alleys adjoining the Property, including,
without limitation, any after-acquired title or reversionary interest;

    (g)  All deposits made with or other security given to utility companies or
governmental branches or agencies by or on behalf of Trustor with respect to the
Property and all advance payments of insurance premiums made by or on behalf of
Trustor;

    (h)  All Trustor's right, title and interest in and to all gas, oil water
and mineral rights now or hereafter derived from appurtenant to, or pertaining
to the Property (and any and all shares of stock evidencing the same and profits
relating thereto) and all air rights and development rights or credits relating
to the Property;

    (i)  All causes of action, claims and proceeds relating to or arising on
account of any damage to or condemnation or other taking of the Property or any
improvements thereon or any part thereof or for conveyance in lieu of
condemnation, including, without limitation, insurance proceeds or condemnation
or public improvement proceeding awards or compensation which Trustor now has or
may hereafter acquire with respect to the Property or any improvements now or
hereafter erected or placed thereon or any part thereof; and

    (j)  All proceeds (including claims or demands thereto or therefor) of any
of the foregoing, including, without limitation, any warranty or service
contract relating to said collateral, proceeds of all present and future fire,
hazard, or casualty insurance policies and all condemnation awards or payments
in lieu thereof made by any public body, or decreed by any court or negotiated
with any governmental agency for a taking or for degradation of value in any
condemnation or eminent domain proceedings, and all causes of action and the
proceeds thereof or any damage or injury to the Property or any part thereof,
including, but not limited to, causes of action arising in tort or contract and
causes of action for fraud or concealment of a material fact.


                                         -3-


    All of the foregoing, whether now or hereafter owned, created or acquired,
shall be deemed to be and shall remain a part of the Property encumbered by this
Deed of Trust, and all of the foregoing, together with the Property, are
hereinafter referred to collectively as the "Premises."

    TO HAVE AND TO HOLD the Premises unto the Trustee, its successors and
assigns forever.

    FOR THE PURPOSE OF SECURING, in such order of priority as Beneficiary, in
its absolute discretion, may determine, all of the following (collectively, the
"Indebtedness"):

    (a)       Payment of an indebtedness evidenced by that certain Convertible
Secured Promissory Note of even date herewith executed by Trustor in favor of
Beneficiary for the principal sum of $3,000,000, ("Note"), and any and all other
documents executed by Trustor in connection with the creation of said
indebtedness (collectively, the "Loan Documents"), and any and all
modifications, amendments, extensions, renewals or replacements thereof; and

    (b)       Payment of any other sums, with interest as herein provided,
becoming due or payable under the provisions of this Deed of Trust to
Beneficiary; and

    (c)       Due, prompt and complete payment, observance, performance and
discharge of each and every condition, obligation, covenant and agreement
contained in this Deed of Trust, the Loan Documents and in any document or
instrument supplementing, modifying or amending same, or otherwise evidencing,
securing or pertaining to the indebtedness and obligations evidenced thereby;
and

    (d)       Payment of such additional sums (with interest thereon) as may
hereafter be borrowed from Beneficiary, or its successors or assigns, by Trustor
or the then record owner of the Property and evidenced by one or more promissory
notes, security agreements or other documents, and discharge and performance of
such other obligations and guaranties of Trustor or the then record owner, which
documents or obligations by their terms receipt that they are secured by this
Deed of Trust, and all modifications, amendments, extensions and renewals
thereof.  

    TO PROTECT AND MAINTAIN THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:

    (1)       PAYMENT OF INDEBTEDNESS.  Trustor shall promptly pay when due,
whether by acceleration or otherwise, all Indebtedness for which this Deed of
Trust has been given as security.

    (2)       GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES.   Trustor
represents, covenants and warrants that:

         (a)       Subject only to the rights of others provided in the
documents and instruments described in the attached Exhibit "B", Trustor is the
owner and holder of the 


                                         -4-


Leasehold Estate, and has good, absolute, and marketable title thereto, and has
good right, full power and lawful authority to mortgage and pledge the same as
provided herein, and Beneficiary may at all times peaceably and quietly enter
upon, hold, occupy and enjoy the Premises in accordance with the terms hereof;

         (b)       The Premises are free and clear of all liens, security
interests, charges, encumbrances and encroachments whatsoever except those
described in Exhibit "B";

         (c)       Trustor will maintain and preserve the lien of this Deed of
Trust until the Indebtedness, no matter how evidenced, and other sums secured
hereby have been fully paid and performed;

         (d)       Trustor has all necessary power, capacity and authority to
execute, deliver and perform its obligations under the Loan Documents, and
Trustor has taken all actions and obtained all authorizations, consents and
approvals as are necessary to allow Trustor to execute, deliver and perform its
obligations under the Loan Documents.

         (e)       This Deed of Trust, the Loan Documents and all other
documents and instruments evidencing or securing the Indebtedness or otherwise
executed in connection therewith (including, without limitation, all guaranties)
are valid and binding obligations enforceable in accordance with their
respective terms and the execution and delivery thereof do not contravene any
contract or agreement to which Trustor is a party or by which Trustor or any of
its properties may be bound and do not contravene any law, order, decree, rule
or regulation to which Trustor is subject;

         (f)       There are no actions, suits or proceedings pending, or to
the knowledge of Trustor threatened, against or affecting Trustor or the
Premises; 

         (g)       All costs arising from construction of any improvements, the
purchase of all equipment located on the Property and the operation of the
Premises have been paid or will be paid as and when due;

         (h)       The Property has direct access for ingress and egress to,
the street(s) contiguous thereto, and electric, gas, sewer and water facilities
and any other necessary utilities are, and at all times hereafter shall be,
available in sufficient capacity to service the Property satisfactorily, and any
easements necessary to the furnishing of such utility service by Trustor have
been obtained and duly recorded;

         (i)       Without the prior written consent of Beneficiary, Trustor
will not seek, make or consent to any change in the zoning or conditions of use
of the Property.  Trustor will comply with and make all payments required under
the provisions of any covenants, conditions or restrictions affecting the
Property, including, but not limited to, those contained in any declaration and
constituent documents of any condominium, cooperative or planned development
project on the Property.  Trustor will comply with all existing and future
requirements of all governmental authorities having jurisdiction over the
Property;




                                         -5-


         (j)       Trustor will promptly furnish, upon the Beneficiary's
reasonable request, a duly acknowledged written statement setting forth all
amounts due on the Indebtedness secured by this Deed of Trust and stating
whether any offsets or defenses exist, and containing such other matters as
Beneficiary may reasonably require; and

         (k)       Trustor shall perform all of its obligations and covenants
under the Lease, and shall not default under or breach any of the terms and
provisions of the Lease.

    3.        MAINTENANCE OF PREMISES.  Trustor shall:

         (a)       Maintain and keep the Premises in good condition and repair
and shall not commit or permit waste of the whole or part or any material item
consisting of a part of the Premises;

         (b)       Not alter, remove or demolish any buildings, improvements,
appliances or fixtures now or hereafter on the Property without the prior
written consent of Beneficiary;

         (c)       Promptly repair, replace or restore in a good, workmanlike
manner and in compliance with all laws, ordinances, governmental rules and
regulations, easements, agreements, covenants, conditions and restrictions
affecting the Premises, all buildings, improvements, appliances and fixtures now
or hereafter on the Property in the event of damage to or destruction of same;

         (d)       Perform, in the event all or any portion of the Premises
constitutes a leasehold estate belonging to Trustor, each and every obligation
of Trustor under the terms of the lease agreement relating to the demised
Premises;

         (e)       Not commit, suffer or permit any act upon the Premises in
violation of any laws, ordinances, governmental rules and regulations,
easements, agreements, covenants, conditions and restrictions affecting the
Premises or use of the Premises;

         (f)       Perform in a timely and proper manner any and all other acts
which from the character or use of the Premises is reasonably necessary to
protect and preserve the security of this Deed of Trust; and 

         (g)       Promptly pay when due all expenses incurred pursuant to this
paragraph 3, or otherwise relating to the Premises, and promptly pay, discharge
or otherwise release all claims for labor performed on, and materials furnished
to, the Premises.

    4.        INSURANCE.  Trustor shall provide, maintain and keep policies of
insurance with companies and in form, content, policy limits and terms
reasonably satisfactory to Beneficiary, with loss payable to Beneficiary,
insuring the Premises against such hazards as Beneficiary may from time to time
reasonably require, and as otherwise required under any agreement between
Trustor and Beneficiary.  Such insurance shall (i) with respect to hazard
insurance, name as the loss payee thereunder Trustor, the Trustee and
Beneficiary, as their interests may appear, and shall 


                                         -6-


contain a mortgagee endorsement (438 BFU); (ii) with respect to liability
insurance, name the Trustee and Beneficiary as additional insureds thereunder;
and (iii) contain such other endorsements as Beneficiary shall deem necessary to
protect its interests in the Premises.  All such policies shall not be
cancelable or subject to substantial change without at least thirty (30) days'
prior written notice to, and approval by, Beneficiary, and Beneficiary shall
receive at least thirty (30) days' prior written notice of the termination of
any such policy.  Trustor shall promptly pay when due all premiums for such
insurance, shall deliver certified copies of all such insurance policies,
renewals of such policies and premium receipts therefor to Beneficiary, and
shall do all things necessary to obtain prompt settlement or disposition of any
claim or loss covered under such policies.  Without waiving or curing any Event
of Default (as defined in paragraph 11 hereof), and without regard to the
adequacy of its security, Beneficiary may, in its absolute discretion, subject
only to the provisions of the immediately following paragraph: (i) apply the
proceeds of such insurance upon any Indebtedness secured by this Deed of Trust,
whether or not such Indebtedness is then due and payable; and/or (ii) in such
order, in such manner and according to such terms and conditions as Beneficiary
may determine, release all or portions of such proceeds to Trustor for the
repair, replacement, or restoration of the Premises.  If such proceeds are so
released to Trustor, neither Beneficiary nor Trustee shall be obligated to see
to the proper allocation or application thereof, nor shall the amount so
released or used be deemed the payment on any Indebtedness secured hereby.  No
insurance proceeds at any time held by Beneficiary hereunder shall be deemed to
be held in trust, and Beneficiary may commingle such proceeds with Beneficiary's
general assets and shall not be liable for the payment of any interest or other
return thereon.  In the event of foreclosure of this Deed of Trust, or other
transfer of title to the Premises in extinguishment of the Indebtedness secured
hereby, all right, title and interest of Trustor in and to any insurance
policies then in force shall pass to the purchaser or grantee.  Beneficiary is
hereby irrevocably authorized to assign in Trustor's name to such purchaser or
grantee all such policies which may be amended or rewritten to show the interest
of such purchaser.  If the insurance proceeds are applied to the payment of the
sums secured by this Deed of Trust, any such application of proceeds to
principal shall not extend or postpone the due dates of the monthly installments
of such indebtedness or change the amounts of such installments.  

    Notwithstanding the foregoing, if Beneficiary is given reasonable
assurances that the Premises can be restored to the equivalent of its original
condition with insurance proceeds, Trustor may use insurance proceeds to the
extent necessary to so restore the Premises.  In that event, Beneficiary may, at
Beneficiary's sole option, condition disbursement of the proceeds on Trustor's
deposit with Beneficiary of any amount by which the cost of repair and
restoration, as reasonably estimated by Beneficiary, exceeds the available
insurance proceeds, on Beneficiary's approval of such plans and specification of
an architect satisfactory to Beneficiary, contractor's cost estimates,
architect's certificates, waivers of liens, payment and performance bonds, sworn
statements of mechanics and materialmen and such other evidence of costs,
percentage of completion of construction, application of payments, and
satisfaction of liens as Beneficiary may reasonably require.  Trustor may
withhold disbursement of any or all of such proceeds if there has occurred an
Event of Default under this Deed of Trust, or if there has occurred any event
which would, if uncured or uncorrected, constitute an Event of Default with the
giving of notice, passage of time, or both.  Nothing set forth in this
paragraph, and no authority given to Trustor to repair, rebuild or restore the
Premises or any portion thereof, shall be deemed to constitute Trustor the 


                                         -7-


agent of Beneficiary for any purpose, or to create, either expressly or by
implication, any liens or claims or rights on behalf of laborers, mechanics,
materialmen or other lienholders which could in any way be superior to the lien
or claim of Beneficiary, or which could be construed as creating any third party
rights of any kind or nature to any insurance proceeds in Beneficiary's
possession.  

    5.        PAYMENT OF TAXES, LIENS AND ASSESSMENTS.  Trustor shall pay and
discharge prior to delinquency: (a) all current and future taxes, assessments
and charges of every kind and nature, including, without limitation, real and
personal property taxes; (b) all general and special assessments, including,
without limitation, common area maintenance assessments and assessments on
appurtenant water stock; (c) all levies, permit, inspection, license, and other
fees; (d) all water and sewer rents, connection fees and charges; and (e) all
other public and private charges whether of a like or different nature imposed
upon or assessed against Trustor, Beneficiary or the Premises, or any part
thereof or upon the revenues, rents, issues, income, or of profits thereof or
upon the inventory of goods maintained or stored thereon or therein.  Trustor
shall, within ten (10) days following such payment or discharge, provide
Beneficiary with receipts therefor.  Notwithstanding the foregoing, Trustor
shall have the right to contest the validity or amount of any such tax,
assessment or charge, provided that (a) the validity or amount thereof is
contested diligently and in good faith; (b) Trustor shall protect the Premises
against any lien arising out of any such tax, assessment or charge, or out of
any such contest thereof, by obtaining a bond or other security, in form,
substance, amount, and issued by a surety, satisfactory to Beneficiary; and (c)
Trustor's title to, and right to use, the Premises is not adversely affected.

    6.        LITIGATION, ETC.  Trustor shall promptly give written notice to
Beneficiary of, and appear in and defend, at its sole cost and expense by
counsel reasonably acceptable to Beneficiary, any action or proceeding affecting
or purporting to affect Beneficiary's interest in the Premises, the security of
this Deed of Trust, or the rights and powers of Beneficiary and Trustee
hereunder.  Beneficiary and Trustee shall have the right to appear in and
participate in all such proceedings at Trustor's expense.  

    7.        PERFORMANCE OF OBLIGATIONS BY BENEFICIARY.  Should Trustor fail
to make any payment, perform any obligation or do any act set forth in or
secured by this Deed of Trust, Beneficiary may, but without obligation to do so,
without notice to or demand upon Trustor and without releasing Trustor from
making such future payments, performing such future obligations or doing such
future acts, make such payment, perform such obligation or do such act in such
manner and to such extent as Beneficiary may deem necessary to protect the
security of this Deed of Trust.  Except as set forth on Exhibit "B," without
limiting the foregoing, Beneficiary may pay, purchase, contest or compromise any
encumbrance, charge, lien, claim or debt which, in the sole judgment of
Beneficiary, appears to be prior or superior to this Deed of Trust or which may
affect or appear to affect the security of this Deed of Trust, the interests of
Beneficiary, or the rights, powers and duties of Trustee or Beneficiary
hereunder.  Beneficiary and its agents, representatives and workers are
authorized to enter the Premises or any part thereof at any time for the purpose
of inspecting same, and for the purpose of performing any act authorized under
this Deed of Trust.  


                                         -8-


    8.        CONDEMNATION.  Any award of damages or other form of compensation
awarded in connection with any condemnation for public use of, or injury to, the
Premises or any part thereof is hereby assigned and shall be paid directly to
Beneficiary, to be used, held, paid, applied or released in the absolute
discretion of Beneficiary and without regard to the adequacy of its security, in
the same manner and with the same effect as provided herein for the disposition
of insurance proceeds.  In this regard, Trustor hereby waives the benefit of any
statute, rule or law which may be contrary thereto, and Trustor hereby agrees to
execute such further assignments therefor as Beneficiary may require.

    9.        GENERAL RIGHTS OF BENEFICIARY.  At any time and from time to
time, without liability therefor, without notice and without affecting the
liability of any person, including, without limitation, Trustor or any
guarantor, for the payment or performance of any Indebtedness secured by this
Deed of Trust, or the lien of this Deed of Trust on the Premises or any portion
thereof, Beneficiary may: (i) release any person liable for the payment of any
Indebtedness; (ii) extend the time or otherwise alter the terms of payment of
any Indebtedness and make compositions or other arrangements with any, debtor in
relation thereto; (iii) alter, substitute, increase or release any portion of
the Premises or any other collateral securing any Indebtedness; (iv) consent to
the making of any map or plot of the Property; (v) join in granting any
easements or creating any restrictions on the Property; and (vi) join in any
extension agreement or any agreement subordinating the lien or charge of this
Deed of Trust.

    10.       RECONVEYANCE OF THIS DEED OF TRUST.  Upon payment of all sums
secured by this Deed of Trust, Beneficiary shall cause Trustee to release this
Deed of Trust and shall produce for Trustee the Note.  Trustor shall pay all
costs of recordation and shall pay the statutory Trustee's fees.  If Beneficiary
shall not produce the Note as aforesaid, the Beneficiary, upon notice from
Trustor shall obtain, at Beneficiary's expense, and file any lost instrument
bond required by Trustee or pay the cost thereof to effect the release of this
Deed of Trust.

    11.       EVENT OF DEFAULT; SALE BY TRUSTEE OF THE PREMISES.  Any one or
more of the following shall constitute an "Event of Default" under this Deed of
Trust:

         (a)       Trustor shall fail to make any payment when due (after
giving effect to applicable cure periods, if any) under this Deed of Trust, the
Note or any other document or instrument evidencing the Indebtedness or executed
in connection herewith or therewith;

         (b)       An "Event of Default" (as such term is defined and used in
the Note);

         (c)       Trustor (regardless of the pendency of any bankruptcy,
reorganization, receivership, insolvency or other proceedings, at law, in
equity, or before any administrative tribunal, which has prevented or might have
the effect of preventing Trustor from complying with the terms of this Deed of
Trust) shall fail to observe or to perform or to comply with, or  otherwise
breaches, any term, covenant, condition, agreement or obligation, for a period
of fifteen (15) days (i) contained in this Deed of Trust, the Loan Documents or
any other agreement or instrument evidencing the Indebtedness or executed in
connection herewith or therewith; or (ii) 


                                         -9-


any other document, agreement or instrument now or hereafter existing between
Trustor and Beneficiary;

         (d)       Any warranty, representation, statement, report or
certificate required by or set forth in this Deed of Trust or otherwise made or
delivered by Trustor to Beneficiary now or hereafter is incorrect, false, untrue
or misleading in any respect whatsoever;

         (e)       Trustor shall default under or breach the Lease (beyond any
applicable cure period, if any) or if Trustor shall terminate or cancel the
Lease;

         (f)       Trustor sells, conveys, transfers, leases, assigns, pledges
or further encumbers the Premises or any part thereof to persons other than
Beneficiary  or affiliates of the Beneficiary or Pacific Concessions, Inc. (to
the extent Trustor is, as of the date hereof, obligated to obtain any collateral
assignments of lease for such entity) without the prior written consent of the
Beneficiary as provided in this Deed of Trust;

         (g)       A default shall occur under any deed of trust or assignment
encumbering the Premises or any portion thereof beyond any applicable cure
period, if any, whether such deed of trust or assignment is prior or subordinate
to the lien of this Deed of Trust, or the beneficiary under any such deed of
trust shall commence a foreclosure action in connection with said deed of trust;

         (h)       Revocation or termination of, or limitation of liability
upon, any guaranty of any or all of the Indebtedness;

         (i)       Any levy, assessment, attachment, seizure, lien or
encumbrance for any cause or reason whatsoever upon all or any part of the
Premises or upon a substantial part of Trustor's other assets which is not
released within thirty (30) days; or

         (j)       Trustor shall generally not pay its debts as they become due
or shall enter into any agreement (whether written or oral), or offer to enter
into any such agreement, with all or a significant number of its creditors
regarding any moratorium or other indulgence with respect to its debts or the
participation of such creditors or their representatives in the supervision,
management or control of the business of Trustor; or Trustor shall conceal,
remove or permit to be concealed or removed any part of its property, with
intent to hinder, delay or defraud its creditors, or make or suffer any transfer
of any of its property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law, or shall make any transfer of its property to or for
the benefit of any creditor at a time when other creditors similarly situated
have not been paid.

    Upon an Event of Default, Beneficiary may without notice or demand of any
kind (all of which are hereby expressly waived by Trustor) take such action as
it deems necessary or advisable to protect and enforce its rights and remedies
hereunder, at such time and in such order as the Beneficiary may determine in
its sole discretion, and without impairing or otherwise affecting any rights and
remedies of Beneficiary, including, without limitation, the following: (a)
declare all 


                                         -10-


Indebtedness secured by this Deed of Trust immediately due and payable; (b)
exercise the power of sale under this Deed of Trust and execute and record (or
cause Trustee to execute and record) a notice of default and election to cause
the Premises to be sold to satisfy the Indebtedness secured hereby, which sale
may include at Beneficiary's sole election some or all of any personal property
collateral for the Indebtedness; (c) commence an action to foreclose this Deed
of Trust and otherwise enforce and protect it security hereunder; and/or (d)
take any other actions permitted by law or equity to enforce its rights and
remedies hereunder as it may deem appropriate in its sole discretion.  With
respect to the foregoing:

              (i)       Upon the recordation of such notice of default,
Beneficiary shall deposit this Deed of Trust and all documents evidencing the
Indebtedness with Trustee;

              (ii)      After the lapse of such time as may then be required by
law following the recordation of the notice of default, and after notice of sale
as then required by law, Trustee (without demand on Trustor) shall sell the
Premises, together with such personal property collateral for the Indebtedness
as Beneficiary in its sole discretion may elect, at the time and place fixed in
such notice of sale, either as a whole or in separate parcels, and in such order
as Beneficiary may determine in its sole discretion, at public auction to the
highest bidder for cash in lawful money of the United States of America, payable
at the time of sale.  Trustee may postpone the sale of all or any portion of the
Premises, and any such personal Property, by public announcement at such time
and place of sale and from time to time thereafter may postpone such sale by
public announcement at the time and place fixed by the preceding postponement;

              (iii)     Trustee shall deliver to the purchaser a deed
conveying the Premises together with any personal property so sold, but without
any covenant or warranty, express or implied.  The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness thereof.  Any
person, including Trustee or Beneficiary, may purchase at such sale;

              (iv)      Upon such sale by Trustee, and after deducting all
costs, expenses, and fees of Trustee and of this trust, or incident to the
enforcement of any right or remedy, or as otherwise provided hereunder,
including, without limitation, the cost of evidence of title in connection with
any sale, and attorneys' fees and court costs, Trustee shall apply the proceeds
from the sale to the payment of: (i) the Indebtedness secured by this Deed of
Trust, including, without limitation, all expenditures made and incurred by
Beneficiary or Trustee under this Deed of Trust or under any other document
evidencing or securing any Indebtedness secured hereby, together with accrued
interest thereon at the rate of interest then payable under the Loan  Documents;
and (ii) the remainder, if any, to the person or persons legally entitled
thereto;

              (v)       Subject to the rights of the entities set forth on
Exhibit "B," upon an Event of Default, Beneficiary shall be entitled to have a
court immediately appoint a receiver for the Premises and Trustor hereby
expressly consents to the appointment of such receiver.  Any such appointment
may be made either before or after sale, with such notice, if any, as may be
required by court rule or proceeding, and without regard to the solvency or
insolvency at the time of application for such receiver of the person or
persons, if any, liable for the payment of the Indebtedness secured hereby and
without regard to the then value of the Premises and without 


                                         -11-


bond being required of the applicant.  Such receiver shall have the power to 
take possession, control, and care of the Premises and to collect the rents 
and profits of the Premises and, in case of a sale and a deficiency, during 
the full statutory period of redemption, as well as during any further times 
when Trustor, its administrators, executors, successors, or assigns, except 
for the intervention of such receiver, would be entitled to collect such 
rents, issues, and profits, and all other powers which may be necessary or 
are useful in such cases for the protection, possession, control, management, 
and operation of the Premises during the whole of said period.  To the extent 
permitted by law, the receiver may be authorized by the court to extend or 
modify any then existing leases and to make new leases,which extensions, 
modifications, and new leases may provide for terms to expire, or for options 
to lessees to extend or renew terms to expire, beyond the maturity date of 
the Indebtedness secured hereunder. It is understood and agreed that any such 
leases and options or other such provisions shall be binding upon Trustor and 
all persons whose interests in the Premises are subject to the lien hereof 
and upon the purchaser or purchasers from sale, discharge of the Indebtedness 
secured hereby, satisfaction of any foreclosure decree, or issuance of any 
certificate of sale or deed to any purchaser;

              (vi)      Trustor and Trustee acknowledge and agree that some or
all of any personal property collateral for the Indebtedness may at
Beneficiary's sole election be sold pursuant to the power of sale contained in
this Deed of Trust.  Trustor further agrees that any proceeds received by
Beneficiary from the disposition of any such personal property collateral shall
not operate or be deemed a cure of any Event of Default under this Deed of
Trust, and such proceeds may be applied to the Indebtedness in such order or
manner as Beneficiary may determine in its sole and absolute discretion,
including, without limitation, in inverse order of maturity.
    
    12.       PAYMENT OF COSTS AND EXPENSES.  Trustor shall immediately
reimburse Beneficiary and Trustee for all reasonable costs and expenses which
Beneficiary and Trustee may incur by reason of, or arising out of, or in
connection with: (a) any Event of Default; (b) any action or proceeding in which
Beneficiary or Trustee may appear in or commence to protect, preserve, exercise
or enforce their rights, remedies or security interests under this Deed of
Trust, or under any document or instrument evidencing the Indebtedness secured
by this Deed of Trust, or which otherwise relates to the Premises, including all
appeals therefrom; (c) the performance of any act authorized or permitted
hereunder; and (d) the exercise of any other rights or remedies under this Deed
of Trust, or under any document or instrument evidencing the Indebtedness
secured by this Deed of Trust, or otherwise relating to the protection of
Beneficiary's or Trustee's rights and interest hereunder or under any document
or instrument evidencing the Indebtedness secured hereby, whether or not a suit
or proceeding is instituted.  Such costs and expenses shall include, without
limitation, the reasonable fees, charges and expenses of attorneys, engineers,
accountants, appraisers, expert witnesses, consultants and other professional
assistants and advisors, costs and expenses of searching records, examining
title and determining rights in, title to, or the value of, the Premises or the
boundaries thereof, including title company charges, title insurance premiums,
survey costs, publication costs, and other charges incident thereto, all whether
or not a suit or proceeding is instituted.  Trustor agrees to and shall pay,
immediately and without demand, all sums so expended by Beneficiary or Trustee,
together with interest from the date of expenditure, at the highest interest
rate then payable under the documents and instruments evidencing the 


                                         -12-


Indebtedness, all of which sums plus interest shall constitute additional
indebtedness secured by this Deed of Trust.

    13.       TRANSFER OR FURTHER ENCUMBRANCE OF THE PREMISES. In the event of
any sale, conveyance, transfer, sublease, pledge or further encumbrance of the
Premises or any interest in or any part of the Premises, or of any interest in
Trustor, or any further assignment of rents from or subleases of the Premises
without the prior written consent of Beneficiary then, at Beneficiary's option,
Beneficiary may declare the outstanding principal amount of the Indebtedness,
the interest accrued thereon, and all other sums secured hereby, to be due and
payable immediately, and upon such declaration, such principal and interest and
other sums shall immediately become and be due and payable without demand or
notice.  Beneficiary's consent shall be within its sole and absolute discretion,
and Beneficiary specifically reserves the right to condition its consent upon
(by way of illustration but not of limitation) its approval of the financial or
management ability of the purchaser, transferee, sublessee, pledgee or assignee,
upon an agreement to escalate the interest payable on the Indebtedness to
Beneficiary's then current interest rate, upon the assumption of the obligations
and liabilities of the Indebtedness and this Deed of Trust by the purchaser,
transferee, sublessee, pledgee, or assignee, upon the receipt of guaranties of
the Indebtedness satisfactory to Beneficiary or upon payment to Beneficiary of a
reasonable assumption fee.  Any purchaser, transferee, sublessee, pledgee or
assignee shall be deemed to have assumed and agreed to pay the Indebtedness and
perform any other obligation secured by this Deed of Trust and to have assumed
and agreed to be bound by the terms and conditions of this Deed of Trust,
including the terms of this paragraph, unless Beneficiary specifically agrees in
writing to the contrary.  Trustor agrees that in the event the ownership of
Trustor or any part thereof becomes vested in a person other than Trustor,
Beneficiary may, without notice to Trustor, deal in any way with such successor
or successors in interest with reference to this Deed of Trust and the
Indebtedness hereby secured without in any way vitiating or discharging
Trustor's liability hereunder or under the documents and instruments evidencing
the Indebtedness secured hereby.  No transfer or encumbrance of the Premises or
any interest herein and no forbearance or assumption by any person with respect
to this Deed of Trust and no extension to any person of the time for payment of
the Indebtedness hereby secured given by Beneficiary shall operate to release,
discharge, modify, change or affect the liability of Trustor, either in whole or
in part, unless Beneficiary specifically agrees in writing to the contrary.

    14.       ACCEPTANCE OF LATE AND PARTIAL PAYMENTS.  The acceptance by
Beneficiary of the payment of any sum or the performance of any other obligation
secured by this Deed of Trust after its due date shall not constitute a waiver
of the right to require prompt payment or performance when due of all other and
future sums and obligations so secured, or to declare an Event of Default for
any failure to so pay or perform, or to proceed with foreclosure or sale for any
other Event of Default then existing.  The acceptance by Beneficiary of the
payment of a portion of any sum, or the partial performance of any other
obligation, secured by this Deed of Trust at such time that the same is due
and/or payable in its entirety shall neither cure nor excuse the Event of
Default caused by failure to pay the whole of such installment or otherwise
fully perform such obligation, or affect any notice of default recorded prior to
such acceptance, unless such notice of default is expressly revoked in writing
by Beneficiary.  Such acceptance shall not 


                                         -13-


constitute a waiver of Beneficiary's rights to require full payment or
performance when due of all other and future sums or other obligations so
secured.

    15.       CUMULATIVE REMEDIES; ADDITIONAL SECURITY.  No remedy herein
conferred upon or reserved to the parties to this Deed of Trust is intended to
be exclusive of any other remedy provided herein, in the Loan Documents or by
law.  Each such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute.  No delay or omission of Beneficiary in the exercising of any right
or power accruing upon any Event of Default shall impair such right or power or
any other right or power, nor shall such delay or omission be construed or
deemed to be a waiver of any Event of Default or any acquiescence therein.  If
Beneficiary at any time holds additional security for the Indebtedness secured
by this Deed of Trust, Beneficiary, at its sole election and without limiting or
affecting any of its rights or remedies hereunder, may exercise any of the right
and remedies to which Beneficiary may be entitled hereunder, either before,
following or concurrently with whatever rights or remedies Beneficiary may have
in connection with such other security, and in such order and in such manner as
Beneficiary may deem necessary or advisable, without waiving any rights or
remedies with respect to any other security hereunder.  In the event of an
inconsistency between the terms and provisions of this Deed of Trust and the
instruments and documents evidencing the Indebtedness secured hereby, such
document or instrument granting to Beneficiary the greatest rights and remedies
shall prevail.  

    16.       PARTIAL INVALIDITY OF THIS DEED OF TRUST.  In the event any one
or more of the provisions of this Deed of Trust or any other document evidencing
the Indebtedness secured hereby shall for any reason be held to be invalid,
illegal and/or unenforceable in any respect, such invalidity, illegality and/or
unenforceability shall not affect any other provision of this Deed of Trust or
any such other document, and such other provisions shall remain binding and
enforceable and shall continue in full force and effect.  Any ambiguity in this
Deed of Trust shall be construed in favor of the Beneficiary.

    17.       WAIVER OF MARSHALLING. ETC.   Notwithstanding anything herein to
the contrary, Trustor will not: (i) at any time insist upon, or plead, or in any
manner whatever claim or take any benefit or advantage of any stay or extension
or moratorium law, any exemption from execution or sale of the Premises or any
part thereof, whenever or wherever enacted, which may affect the covenants and
terms of performance of this Deed of Trust, (ii) claim, take or insist upon any
benefit or advantage of any law now or hereafter in force providing for the
valuation or appraisal of the Premises, or any part thereof, prior to any sale
or sales thereof which may be made pursuant to any provision herein, or pursuant
to the decree, judgment or order of any court of competent jurisdiction, or
(iii) after any such sale or sales, claim or exercise any right under any
statute heretofore or hereafter enacted to redeem the property so sold or any
part thereof.  Additionally, Trustor hereby expressly waives all benefit or
advantage of any such law or laws.  Trustor, for itself and all who may claim
under it, waives, to the extent that it lawfully may, all right to have the
Premises marshalled upon any foreclosure hereof.  Beneficiary shall have the
right to determine the order in which any or all portions of the Indebtedness is
satisfied from the proceeds realized upon the exercise of the remedies provided
herein.  Trustor, any party who consents to this Deed of Trust and any party who
now or hereafter requires a lien or security 


                                         -14-


interest in any of the Premises and who has actual or constructive notice hereof
hereby waives any and all right to require the marshalling of assets in
connection with the exercise of any of the remedies permitted by applicable law
or provided herein.

    18.       APPLICATION OF CALIFORNIA LAW.  This Deed of Trust is to be
construed, enforced and governed according to and by the internal laws of the
State of California.

    19.       TRUSTOR'S WAIVERS.

         (a)       Trustor acknowledges that it has been represented by counsel
of its choice to review this Deed of Trust, the Loan Documents, and all other
documents relating thereto and said counsel has explained and Trustor
understands the provisions thereof, or that Trustor has voluntarily declined to
retain such counsel.

         (b)       To the extent permitted by law, Trustor hereby expressly
waives diligence, demand, presentment, protest and notice of every kind and
nature whatsoever (unless as otherwise required under this Deed of Trust) and
waives any right to require Beneficiary to enforce any remedy against any
guarantor, endorser or other person whatsoever prior to the exercise of its
rights and remedies hereunder or otherwise.  Trustor waives any right to require
Beneficiary to:  (i) proceed or exhaust any collateral security given or held by
Beneficiary in connection with the Indebtedness; (ii) give notice of the terms,
time and place of any public or private sale of any real or personal property
security for the Indebtedness or other guaranty of the Indebtedness; or (iii)
pursue any other remedy in Beneficiary's power whatsoever.

         (c)       Trustor waives the right to assert any statute of
limitations as a defense to the Loan Documents, this Deed of Trust, and any
obligation secured by it, to the fullest extent permitted by applicable law.

         (d)       No portion of the Indebtedness shall be or be deemed to be
offset or compensated by all or any part of any claim, cause of action,
counterclaim, or cross-claim, whether liquidated or unliquidated, which Trustor
may have or claim to have against Beneficiary.  Trustor waives, to the fullest
extent permitted by applicable law, the benefits of California Code of Civil
Procedure section 431.70, which provides:

    "Where cross-demands for money have existed between persons at any
    point in time when neither demand was barred by the statute of
    limitations, and an action is thereafter commenced by one such person,
    the other person may assert in the answer the defense of payment in
    that the two demands are compensated so far as they equal each other,
    notwithstanding that an independent action asserting the person's
    claim would at the time of filing the answer be barred by the statute
    of limitations.  If the cross-demand would otherwise be barred by the
    statute of limitations, the relief accorded under this section shall
    not exceed the value of the relief granted to the other party.  The
    defense provided by this section is not available if the cross-demand
    is barred for failure to assert it in a prior action under Section
    426.30.  Neither person can be deprived of the benefits of this
    section by 


                                         -15-


    the assignment or death of the other.  For the purposes of this section, a
    money judgment is a "demand for money" and, as applied to a money judgment,
    the demand is barred by the statute of limitations when enforcement of the
    judgment is barred under Chapter 3 (commencing with Section 683.010) of
    Division I of Title 9."

         (e)       Trustor:  (i) shall not have any right of subrogation to any
of the rights of Beneficiary against any guarantor, maker or endorser; (ii)
waives any right to enforce any remedy which Beneficiary now has or may
hereafter have against any other guarantor, maker or endorser; (iii) waives any
benefit it of, and any other right to participate in, any collateral security
for the Indebtedness or any guaranty of the Indebtedness now or hereafter held
by Beneficiary.

         (f)       Trustor hereby authorizes and empowers Beneficiary in its
sole discretion, without any notice or demand and without affecting the lien and
charge of this Deed of Trust, to exercise any right or remedy which Beneficiary
may have available to it, including, but not limited to, judicial foreclosure,
exercise of rights of power of sale without judicial action as to any collateral
security for the Indebtedness, whether real, personal or intangible property. 
To the extent permitted by law, Trustor expressly waives any defense or benefits
that may be available under California Code of Civil Procedure Section 580 and
in its subdivisions, Section 726, or comparable provisions of the laws of any
other state, as well as all suretyship defenses that Trustor may have under
California law and the laws of any other state.  Without limiting the foregoing,
Trustor specifically agrees that any action maintained by Beneficiary for the
appointment of any receiver, trustee or custodian to collect rents, issues or
profits or to obtain possession of the Property shall not constitute and
"action" within the meaning of Section  726 of the California Code of Civil
Procedure.

    20.       MISCELLANEOUS PROVISIONS.

         (a)       This Deed of Trust inures to the benefit of and binds all
parties hereto and their respective heirs, legatees, devisees, administrators,
executors, successors, and permitted assigns.  The term "Beneficiary" as used
herein shall mean the owner and holder, including pledgees and assignees, of the
instruments and documents evidencing the Indebtedness secured hereby, whether or
not named as Beneficiary herein.

         (b)       The headings and captions of the paragraphs of this Deed of
Trust are for reference purposes only and shall not be construed or deemed to
define or limit any of the terms and provisions contained hereunder.  Whenever
in this Deed of Trust the content so requires, the gender used includes the
masculine, feminine, and/or neuter and the number so used includes the singular
and/or the plural.  Trustor shall mean "and each of them."

         (c)       In the event of the passage, after the date of this Deed of
Trust, of any law deducting from the value of real property, for tax purposes,
any lien or charge thereon, or changing in any way the laws now existing for the
taxation of deeds of trust or indebtedness secured by deeds of trust for
federal, state or local purposes, or changing the manner of collection of any
such taxes as to affect this Deed of Trust or the Indebtedness secured hereby,
Trustor agrees to pay such tax arising from such new law; and if Trustor fails
to do so or if it would be 


                                         -16-


illegal for Trustor to do so, Beneficiary may, at its election and without
demand or notice, declare the entire Indebtedness secured by this Deed of Trust
(together with accrued interest thereon) immediately due and payable.

         (d)       It is specifically agreed that time is of the essence of
this agreement.

         (e)       Trustor agrees to pay such charges required by Beneficiary
for any statement regarding the Indebtedness secured hereby, in an amount not
exceeding the maximum allowed by law at the time such statement is requested.

         (f)       Trustor requests that a copy of any notice of default or any
notice of sale hereunder be mailed to Trustor by certified mail at the address
first referenced and set forth herein, or at such other address as Trustor may,
from time to time, notify Trustee by certified United States mail.

         (g)       Trustee accepts this trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law.  Trustee
is not obligated to notify any party to this Deed of Trust pending sale under
any other deed of trust of any action or proceeding in which Trustor,
Beneficiary and/or Trustee is a party, unless brought by Trustee hereunder.

         (h)       The Loan Documents are incorporated herein by this
reference and made a part hereof.

    IN WITNESS WHEREOF, this Deed of Trust is executed as of the date first
hereinabove written. 

                             TRUSTOR:

                             CINEMASTAR LUXURY THEATERS, INC.,
                             a California corporation


                             By:
                                --------------------------------
                                Name:
                                     ---------------------------
                                Title:
                                     ---------------------------

STATE OF CALIFORNIA     )
                        )  ss.
COUNTY OF LOS ANGELES   )


    On this _________ day of ___________________, 1997, before me, the
undersigned, a Notary Public in and for said State, personally appeared 
___________________________

                                         -17-


- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.


WITNESS my hand an official seal.



- --------------------------------------------
    Notary Public in and for said State





                                         -18-

EX-4.8

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
ACT OR THE RULES AND REGULATIONS THEREUNDER.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

                                             Original Issue:  September 23, 1997


                           CINEMASTAR LUXURY THEATERS, INC.

                           WARRANT TO PURCHASE COMMON STOCK
                                 (Without Par Value)

    This is to certify that, for value received, REEL PARTNERS, L.L.C., a
Delaware limited liability company, or its registered assigns (the "Holder") or
any subsequent Holder, by acceptance of delivery hereof, is entitled to
purchase, subject to the provisions of this Warrant, from CINEMASTAR LUXURY
THEATERS, INC., a California corporation (the "Company"), at a price equal to
$.848202, at any time after the date hereof through September 23, 2007, up to
Three Million (3,000,000) shares of the Common Stock of the Company, no par
value (the "Common Stock"), and any such Holder shall be governed and bound by
all of the covenants, terms and conditions contained herein.  The number of
shares of Common Stock to be received upon the exercise of this Warrant and the
price to be paid for a share of Common Stock may be adjusted from time to time
as hereinafter set forth.  The shares of Common Stock deliverable upon such
exercise and as adjusted from time to time are hereinafter sometimes referred to
as "Warrant Shares", and the exercise price of a share of Common Stock in effect
at any time and as adjusted from time to time is hereinafter sometimes referred
to as the "Exercise Price".

    1.   EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in
part at any time or from time to time after the date hereof, by presentation and
surrender hereof to the Company at its office at 431 College Boulevard,
Oceanside, California 92057, with the purchase form annexed hereto duly executed
and accompanied by payment of the Exercise Price for the number of shares of
Common Stock specified in such form.  This Warrant is being granted to the
Holder in connection with and as consideration for that certain Convertible
Secured Promissory Note (the "Note") of even date herewith in the principal
amount of Three Million Dollars ($3,000,000) pursuant to which the Holder is
making the Loan and the Company is agreeing to, among other things, repay the
Loan.  If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new 



Warrant evidencing the rights of the Holder to purchase the balance of the
Warrant Shares purchasable hereunder.  Upon receipt by the Company of this
Warrant at its office in proper form for exercise, the Holder shall be deemed to
be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder.  The covenants and
agreements of the Company under this Warrant shall, as applicable, survive the
exercise hereof.

    2.   RESERVATION OF SHARES, FRACTIONAL SHARES.

    (a)  The Company hereby agrees that at all times it shall reserve for 
issue and delivery upon exercise of this Warrant such number of shares of its 
Common Stock as shall be required for issue and delivery upon exercise of 
this Warrant. To the extent that such reserved shares are not sufficient for 
purposes of this Warrant, the Company agrees to use its best efforts to 
ensure that such reserved shares be available.

    (b)  No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant.  With respect to any fraction of a
share called for upon exercise hereof, the Company shall pay to the Holder an
amount in cash equal to such fraction multiplied by the then current market
value of a share of Common Stock, determined as follows:

    (i)  If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange the current value shall
be the last reported sale price of the Common Stock on such exchange on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average closing bid and asked prices for such day on such
exchange; or

    (ii)  If the Common Stock is not listed or admitted to unlisted trading
privileges the current value shall be the mean of the last reported bid and ask
prices reported by the NASDAQ SmallCap Market or the National Quotation Bureau,
Inc., on the last business day prior to the date of the exercise of this
Warrant; or

    (iii)  If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and ask prices are not so reported, the current value shall
be an amount, not less than book value, determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company, subject to the
Holder's consent to such value.

    3.   EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT.  This Warrant is
exchangeable, without expense to the Holder, at the option of the Holder, upon
presentation and surrender hereof to the Company for other Warrants of different
denominations entitling the Holder hereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.  Any such exchange shall
be made by surrender of this Warrant to the Company or at the office of its
agent, if any, with the assignment form annexed duly executed.  Subject to
compliance with the provisions of applicable law, the Company, without charge to
the Holder, shall execute and deliver a new Warrant in the name of any assignee
named in such instrument or assignment, and this Warrant shall promptly be
canceled.  This Warrant may be divided or combined with other 


                                         -2-


Warrants which carry the same rights upon presentation hereof at the office of
the Company or at the office of its agent, if any, together with a written
notice specifying the names and denominations in which new Warrants are to be
issued and signed by the Holder hereof.  The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date.  Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated
shall be at any time enforceable by anyone.

    4.   RIGHTS OF THE HOLDER.  This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Company.  No
provision of this Warrant, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
warrant purchase price or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.  The rights
of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.

    5.   ADJUSTMENTS.  This Warrant is subject to the following further
provisions:

    (a) In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any shares of Common Stock as a stock dividend or
subdivide the number of outstanding shares of Common Stock into a greater number
of shares, then in either of such cases, the Exercise Price per share of the
Warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately reduced, and the number of Warrant Shares
at that time purchasable pursuant to this Warrant shall be proportionately
increased; and conversely, in the event the Company shall contract the number of
outstanding shares of Common Stock by combining such shares into a smaller
number of shares, then, in such case, the Exercise Price per share of the
warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately increased, and the number of Warrant Shares
at the time purchasable pursuant to this Warrant shall be proportionally
decreased.  Any dividend paid or distributed upon the Common Stock in stock of
any other class or securities convertible into shares of Common Stock shall be
treated as a dividend paid in Common Stock to the extent that shares of Common
Stock are issuable upon the conversion thereof.

    (b)  In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its Common Stock into
any other type of stock, or the Company or a successor corporation shall
consolidate or merge with or convey all or substantially all of its or of any
successor corporation's property and assets (a "Sale") to any other corporation
or corporations (any such corporation being included within the meaning of the
term "successor corporation" in the event of any consolidation or merger of any
such corporation with, or the sale of all or substantially all of the property
of any such corporation to another corporation 


                                         -3-


or corporations), in exchange for stock or securities of a successor
corporation, the Holder of this Warrant shall thereafter have the right to
purchase, upon the terms and conditions and during the time specified in this
Warrant, in lieu of the Warrant Shares theretofore purchasable upon the exercise
of this Warrant, the kind and number of shares of stock and other securities
receivable upon such recapitalization or consolidation, merger or conveyance by
a holder of the number of shares of Common Stock which the Holder of this
Warrant might have purchased immediately prior to such recapitalization or
consolidation, merger or conveyance.  The Company agrees not to undertake a Sale
unless the successor corporation shall agree in writing to give effect to the
provisions of this SECTION 5(b).

    (c)  Except as provided for in SUBSECTION 5(a) hereof, in the event the
Company shall issue additional shares of Common Stock (including additional
shares of Common Stock deemed to be issued as set forth in subdivision (g)
below) without consideration (PROVIDED THAT, for purposes hereof, an issuance
for no consideration shall be deemed to be an issuance for a per share
consideration of $.01), or for a consideration per share less than the Exercise
Price in effect on the date of and immediately prior to such issue, then the
Exercise Price shall be reduced, concurrently with such issue, to a price equal
to: 

    (i)  if such issuance is prior to the Purchase Agreement Date, the
consideration per share at which such additional shares of Common Stock are
issued or deemed issued; and 

    (ii) if such issuance is after the Purchase Agreement Date, the amount
determined by dividing (1) the sum of (x) the product derived by multiplying the
Exercise Price in effect immediately prior to such issue or sale times the
number of fully-diluted shares of Common Stock deemed outstanding immediately
prior to such issue or sale, plus (y) the consideration, if any, received by the
Company upon such issue or sale, by (2) the number of fully-diluted shares of
Common Stock deemed outstanding immediately after such issue or sale; 

and, in either case, the number of Warrant Shares shall be increased to an
amount equal to quotient derived by dividing (i) result of multiplying the
pre-adjustment Exercise Price times the pre-adjustment Warrant Shares, by (ii)
the post-adjustment Exercise Price.  For purposes hereof, the "Purchase
Agreement Date" shall mean the date of the closing of the transactions
contemplated by the Stock Purchase Agreement (the "Purchase Agreement") by and
among the Company, the original holder of this Warrant and CinemaStar
Acquisition Partners, L.L.C. dated September 23, 1997, or the date of
termination of such Stock Purchase Agreement. 

    (d)  Upon the occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable pursuant to this
Warrant in accordance with and as required by, the terms of this SECTION 5, the
Company shall compute the adjusted Exercise Price and the adjusted number of
Warrant Shares purchasable at such adjusted Exercise Price by reason of such
event in accordance with the provisions of this SECTION 5 and shall prepare an
officer's certificate setting forth such adjusted Exercise Price and the
adjusted number of Warrant Shares and showing in detail the facts about which
such conclusions are based.  The Company shall forthwith mail a copy of such
certificate to each Holder of this Warrant at the Holder's address shown in the
Company's warrant registry (the "Warrant Registry"), and thereafter such 


                                         -4-


certificate shall be conclusive and binding upon such Holder unless contested by
such Holder by written notice to the Company ten (10) days after receipt of the
certificate.

    (e) In case:

    (i)  the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a dividend or any other distribution in
respect of the Common Stock (including cash) pursuant to, without limitation,
any spin-off, split-off or distribution of the Company's assets; or

    (ii)  the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to subscribe for or purchase any shares of
stock of any class or to receive any other rights; or

    (iii)  of a classification, reclassification or other reorganization of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation or conveyance of all or substantially all of the assets
of the Company; or

    (iv)  of the voluntary or involuntary dissolution, liquidation or winding
up of the Company,

then, and in any such case, the Company shall mail to the Holder of this Warrant
at the Holder's address shown in the Company's Warrant Registry a notice stating
the date or expected date (the "Record Date") on which a record is to be taken
for the purpose of such dividend, distribution or rights, on which such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up is to take place, as the case
may be.  Such notice shall then specify the date or expected date, if any is to
be fixed, as of which holders of Common Stock of record shall be entitled to
participate in said dividend, distribution or rights, or shall be entitled to
exchange shares of Common Stock for securities or other property deliverable
upon such liquidation or winding up, as the case may be.  Such notice shall be
provided at least five (5) business days prior to the Record Date.

    (f)  In case the Company at any time while this Warrant shall remain
unexpired and unexercised shall dissolve, liquidate or wind up its affairs, the
Holder of this Warrant may receive, upon exercise hereof prior to the Record
Date, in lieu of each share of Common Stock of the Company which it would have
been entitled to receive, the same number of any securities or assets as may be
issuable, distributable or payable upon any such dissolution, liquidation or
winding up with respect to each share of Common Stock of the Company.

    (g)  In the event the Company at any time or from time to time after the
date hereof shall issue any rights to subscribe for or to purchase, or any
options for the purchase of, Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or options being
herein called "Options" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") or shall fix a record date for the
determination of holders of any class of securities then entitled to receive any
such Options or 


                                         -5-


Convertible Securities, then the maximum number of shares (as set forth in the
instrument relating thereto without regard to any provisions contained therein
designed to protect against dilution) of Common Stock issuable upon the exercise
of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be
additional shares of Common Stock issued as of the time of such issue or, in
case such a record date shall have been fixed, as of the close of business on
such record date.  In addition, if the purchase price provided for in any
Options, the additional consideration, if any, payable upon the issue,
conversion or exchange of any Convertible Securities, or the rate at which any
Convertible Securities are convertible into or exchangeable for shares of Common
Stock change at any time, the Exercise Price in effect at the time of such
change shall be readjusted to the Exercise Price which would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or
sold and the number of Warrant Shares acquirable hereunder shall be
correspondingly readjusted.  Upon the expiration of any Option or the
termination of any right to convert or exchange any Convertible Securities
without the exercise of such Option or right, the Exercise Price then in effect
and the number of Warrant Shares acquirable hereunder shall be adjusted to the
Exercise Price and the number of Warrant Shares in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

    (h)  The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this SECTION 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the Holder against impairment.

6.  RESTRICTION ON TRANSFERABILITY.

    (a)  This Warrant and the shares of the Company issuable upon the exercise
of this Warrant have not been registered under the Securities Act of 1933, as
amended (the "Act").  By acceptance hereof, the Holder covenants, agrees and
represents that:

    (i)  This Warrant has been acquired for, and such shares, if acquired upon
the exercise of this Warrant, shall be acquired for, investment and may not be
sold, offered for sale, pledged, hypothecated or otherwise transferred, in the
absence of an effective registration statement for such securities under the Act
or an opinion of counsel for the Company to the effect that registration is not
required under the Act, and the Holder has the capacity to protect its interests
in connection with the purchase of this Warrant.

    (ii)  The Holder has had the opportunity to ask questions and receive
answers from the Company about the Company's business and the purchase by Holder
of these securities, and Holder has been given the opportunity to make any
inquiries that Holder may desire of any 


                                         -6-


personnel of the Company concerning the proposed operation of the Company and
has been furnished with all of the information he has requested.  No
advertisement has been used in connection with the offer or sale of this Warrant
to the Holder.

    (iii)  The Holder will not offer, sell, transfer, mortgage, assign or
otherwise dispose of this Warrant or the shares of Common Stock issuable upon
the exercise of this Warrant except pursuant to a registration statement under
the Act and qualification under applicable state securities laws or pursuant to
an opinion of counsel satisfactory to the Company that such registration and
qualification are not required, and that the transaction (if it involves a sale
in the over-the-counter market or on a securities exchange) does not violate any
provision of the Act.  The Holder understands that a stop-transfer order will be
placed on the books of the Company respecting this Warrant and any certificates
representing the shares of Common Stock issuable upon the exercise of this
Warrant and that this Warrant and any such certificates shall bear a restrictive
legend and a stop transfer order shall be placed with the transfer agent
prohibiting any such transfer until such time as the securities represented by
such certificates shall have been registered under the Act or shall have been
transferred in accordance with an opinion of counsel for the Company that such
registration is not required; and

    (iv)  The Holder understands that it must hold the shares issuable upon the
exercise of this Warrant indefinitely unless they are registered under the Act
or an exemption from registration becomes available.  Although the Company files
reports pursuant to  the Securities Act of 1934 and accordingly makes available
to the public the information required by Rule 144, nothing contained in this
warrant shall, in itself, require the Company to continue to make available to
the public such information.

    (b)  Each certificate for the shares issued upon the exercise of the
Warrant shall bear a legend in substantially the following form:

    "The shares represented by this Certificate have been acquired for
    investment and have not been registered under the Securities Act of 1933,
    as amended (the "Act") and may not be sold, offered for sale, pledged,
    hypothecated or otherwise transferred except pursuant to a registration
    statement under the Act or an exemption from registration under the Act or
    the rules and regulations thereunder."

    7.   REGISTRATION RIGHTS.  

         7.1  DEMAND REGISTRATION.

         (a)  REQUESTS FOR REGISTRATION.  Subject to the terms of this
Agreement, the Holder may, at any time subsequent to the Purchase Agreement
Date, request registration under the Act of all or part of its Warrant Shares on
Form S-1 or Form SB-2 or any similar long-form registration ("Long-Form
Registrations") or, if available, on Form S-2 or S-3 or any similar short-form
registration ("Short-Form Registrations").  All registrations requested pursuant
to this SECTION 7.1 are referred to herein as "Demand Registrations."


                                         -7-


         (b)  PAYMENT OF EXPENSES FOR DEMAND REGISTRATIONS.  The Company will
pay all registration expenses for the first two Demand Registrations (whether a
Long-Form Registration or a Short-Form Registration).  A registration will not
count as one of the Company paid Demand Registrations until it has become
effective and the holders of Warrant Shares are able to register and are
permitted to sell at least 90% of the Warrant Shares requested to be included in
such registration; PROVIDED, HOWEVER, that in any event the Company will pay all
registration expenses in connection with any registration initiated as a Demand
Registration.  In a Demand Registration other than the first two Demand
Registrations, the registration expenses of such registration shall be borne by
the holders of Warrant Shares to be registered thereunder.

         (c)  SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
Registrations provided pursuant to SECTION 7.1(a) above, the holders of Warrant
Shares will be entitled to request an unlimited number of Short-Form
Registrations, PROVIDED, HOWEVER, that the aggregate offering value of the
Warrant Shares requested to be registered in any Short-Form Registration must be
reasonably expected to equal at least $500,000.  Demand Registrations will be
Short-Form Registrations whenever the Company is permitted to use any applicable
short form.  If a Short-Form Registration is to be an underwritten public
offering, and if the underwriters for marketing or other reasons request the
inclusion in the registration statements of information which is not required
under the Act to be included in a registration statement on the applicable form
for the Short-Form Registration, the Company will provide such information as
may be reasonably requested for inclusion by the underwriters in the Short-Form
Registration.

         (d)  PRIORITY.  The Company will not include in any Demand
Registration any securities which are not Warrant Shares without the written
consent of the Holder.  If a Demand Registration is an underwritten public
offering and the managing underwriters advise the Company in writing that in
their opinion the inclusion of the number of Warrant Shares and other securities
requested to be included creates a substantial risk that the price per share of
Common Stock will be reduced, the Company will include in such registration,
prior to the inclusion of any securities which are not Warrant Shares, the
number of Warrant Shares requested to be included which in the opinion of such
underwriters can be sold without creating such a risk.

         (e)  SELECTION OF UNDERWRITERS.  The Holder shall have the right to
select the investment banker(s) and manager(s) to administer any Demand
Registration, subject to the Company's approval which will not be unreasonably
withheld.

         (f)  COMPANY REGISTRATION.  Notwithstanding anything to the contrary
herein, if after September 23, 1997 the Company has filed a registration
statement under the Act with respect to an underwritten offering of shares of
the Common Stock, then any Demand Registration shall be delayed for a period of
90 days following the effective date of such registration statement (or, at the
option of the parties requesting such Demand Registration, the Demand
Registration may be withdrawn).

         7.2  PARTICIPATION IN REGISTERED OFFERINGS ("PIGGYBACK RIGHTS").  If
the Company at any time or times proposes or is required to register any of its
Common Stock or other equity securities (whether such Common Stock or other
equity securities are owned by the Company or 


                                         -8-


another holder entitled to demand registration) for public sale for cash under
the Act (other than on Forms S-4 and S-8 or similar registration forms), it will
at each such time or times give written notice to the Holder of its intention to
do so.  Upon the written request of the Holder given within 20 days after
receipt of any such notice, the Company shall use its best efforts to cause to
be included in such registration any Warrant Shares held by the Holder (or its
permitted transferees) and requested to be registered under the Act and any
applicable state securities laws; PROVIDED, that if such registration is an
underwritten public offering and the managing underwriter advises that less than
all of the shares and Warrant Shares to be registered should be offered for sale
so as not materially and adversely to affect the price or salability of the
offering, the Holder and any other securities holders entitled to piggyback
rights with respect to such registration shall reduce on a pro rata basis the
number of their shares of Common Stock (as if exercised) to be included in the
registration statement as required by the managing underwriter to the extent
requisite to permit the sale or other disposition (in accordance with the
intended method of disposition thereof as aforesaid) by the prospective seller
or sellers of the securities so registered.

    8.   REGISTRATION ON THE BOOKS OF THE COMPANY.  The Company shall keep, or
cause to be kept, at its office at 431 College Boulevard, Oceanside, California
92057, a register in which the Company shall register this Warrant.  No transfer
of this Warrant shall be valid unless made at such office and noted on the
Warrant register upon satisfaction of all conditions for transfer.  When
presented for transfer or payment, this Warrant shall be accompanied by a
written instrument or instruments of transfer or surrender, in form satisfactory
to the Company, duly executed by the registered Holder or by his duly authorized
attorney.  The Company may deem and treat the registered Holder hereof as the
absolute owner of this Warrant for all purposes, and the Company shall not be
affected by any notice to the contrary.

    9.   GOVERNING LAW.  This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the laws of the
State of California.  






                              [SIGNATURE PAGE TO FOLLOW]


                                         -9-



    IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer.


                             CINEMASTAR LUXURY THEATERS, INC.



                             By:  
                                --------------------------------
                                  John Ellison, Jr., President

Agreed to and Accepted:

REEL PARTNERS, L.L.C.



By:                               

  ------------------------------
Neil Austrian, Vice President


                                         -10-


                                    EXERCISE FORM

To:

Dated:

         The undersigned, pursuant to the provisions set forth in the attached
warrant, hereby agrees to subscribe for the purchase of _________ shares of
Common Stock represented by this warrant and makes payment herewith in full
therefor at the price per share provided by this warrant.


                             Print Name 
                                       --------------------------



                             Signature
                                       --------------------------


                                         -11-


                                   ASSIGNMENT FORM



    FOR VALUE RECEIVED __________________________________________ hereby sells,
assigns and transfers unto 

Name ____________________________________________________________
         (Please typewrite or print in block letters)

Address _________________________________________________________
the right to purchase Common Stock, represented by this warrant, to the extent
of __________________ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint ___________________________ attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


                             Signature ___________________________


Date:  ________________, 19__




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.






                                         -12-

EX-4.9

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A
REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE
ACT OR THE RULES AND REGULATIONS THEREUNDER.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

                                             Original Issue:  September 23, 1997


                           CINEMASTAR LUXURY THEATERS, INC.

                           WARRANT TO PURCHASE COMMON STOCK
                                 (Without Par Value)

    This is to certify that, for value received, REEL PARTNERS, L.L.C., a
Delaware limited liability company, or its registered assigns (the "Holder") or
any subsequent Holder, by acceptance of delivery hereof, is entitled to
purchase, subject to the provisions of this Warrant, from CINEMASTAR LUXURY
THEATERS, INC., a California corporation (the "Company"), at a price equal to
$.848202, at any time after the Determination Date (as defined herein) and
through September 23, 2007, up to One Million Five Hundred Thousand (1,500,000)
shares of the Common Stock of the Company, no par value (the "Common Stock"),
and any such Holder shall be governed and bound by all of the covenants, terms
and conditions contained herein.  The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for a share
of Common Stock may be adjusted from time to time as hereinafter set forth.  The
shares of Common Stock deliverable upon such exercise and as adjusted from time
to time are hereinafter sometimes referred to as "Warrant Shares", and the
exercise price of a share of Common Stock in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price". 
Notwithstanding anything to the contrary contained herein, this Warrant shall be
canceled and be of no force and effect immediately upon the closing of the
transactions contemplated by the Purchase Agreement (as defined herein) or the
termination of the Purchase Agreement by the Company pursuant to Section
8(k)(i)(4) of the Purchase Agreement.

    1.   EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in
part at any time or from time to time after the date (the "Determination Date"),
if any, upon which the Purchase Agreement is terminated without the consummation
of the transactions contemplated thereby, provided that such termination was not
a termination by the Company pursuant to Section 8(k)(i)(4) of the Purchase
Agreement; provided further that this Warrant shall be canceled and of no
further force and effect upon the consummation of the transactions contemplated
by the 



Purchase Agreement or if the Purchase Agreement is terminated by the Company
pursuant to Section 8(k)(i)(4) of the Purchase Agreement.  This Warrant may be
exercised by presentation and surrender hereof to the Company at its office at
431 College Boulevard, Oceanside, California 92057, with the purchase form
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of shares of Common Stock specified in such form.  This Warrant
is being granted to the Holder in connection with and as consideration for that
certain Convertible Secured Promissory Note (the "Note") of even date herewith
in the principal amount of Three Million Dollars ($3,000,000) pursuant to which
the Holder is making the Loan and the Company is agreeing to, among other
things, repay the Loan.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder to purchase the
balance of the Warrant Shares purchasable hereunder.  Upon receipt by the
Company of this Warrant at its office in proper form for exercise, the Holder
shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that certificates representing such
shares of Common Stock shall not then be actually delivered to the Holder.  The
covenants and agreements of the Company under this Warrant shall, as applicable,
survive the exercise hereof.

    2.   RESERVATION OF SHARES, FRACTIONAL SHARES.

    (a)  The Company hereby agrees that at all times it shall reserve for 
issue and delivery upon exercise of this Warrant such number of shares of its 
Common Stock as shall be required for issue and delivery upon exercise of 
this Warrant. To the extent that such reserved shares are not sufficient for 
purposes of this Warrant, the Company agrees to use its best efforts to 
ensure that such reserved shares be available.

    (b)  No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant.  With respect to any fraction of a
share called for upon exercise hereof, the Company shall pay to the Holder an
amount in cash equal to such fraction multiplied by the then current market
value of a share of Common Stock, determined as follows:

    (i)  If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange the current value shall
be the last reported sale price of the Common Stock on such exchange on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average closing bid and asked prices for such day on such
exchange; or

    (ii)  If the Common Stock is not listed or admitted to unlisted trading
privileges the current value shall be the mean of the last reported bid and ask
prices reported by the NASDAQ SmallCap Market or the National Quotation Bureau,
Inc., on the last business day prior to the date of the exercise of this
Warrant; or

    (iii)  If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and ask prices are not so reported, the current value shall
be an amount, not less than book value, determined in such reasonable manner as
may be prescribed by the Board of Directors of the Company, subject to the
Holder's consent to such value.


                                         -2-


    3.   EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT.  This Warrant is
exchangeable, without expense to the Holder, at the option of the Holder, upon
presentation and surrender hereof to the Company for other Warrants of different
denominations entitling the Holder hereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.  Any such exchange shall
be made by surrender of this Warrant to the Company or at the office of its
agent, if any, with the assignment form annexed duly executed.  Subject to
compliance with the provisions of applicable law, the Company, without charge to
the Holder, shall execute and deliver a new Warrant in the name of any assignee
named in such instrument or assignment, and this Warrant shall promptly be
canceled.  This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the office of the Company or
at the office of its agent, if any, together with a written notice specifying
the names and denominations in which new Warrants are to be issued and signed by
the Holder hereof.  The term "Warrant" as used herein includes any Warrants into
which this Warrant may be divided or exchanged.  Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.  Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at
any time enforceable by anyone.

    4.   RIGHTS OF THE HOLDER.  This Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Company.  No
provision of this Warrant, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder for the
warrant purchase price or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.  The rights
of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.

    5.   ADJUSTMENTS.   This Warrant is subject to the following further
provisions:

    (a) In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any shares of Common Stock as a stock dividend or
subdivide the number of outstanding shares of Common Stock into a greater number
of shares, then in either of such cases, the Exercise Price per share of the
Warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately reduced, and the number of Warrant Shares
at that time purchasable pursuant to this Warrant shall be proportionately
increased; and conversely, in the event the Company shall contract the number of
outstanding shares of Common Stock by combining such shares into a smaller
number of shares, then, in such case, the Exercise Price per share of the
warrant Shares purchasable pursuant to this Warrant in effect at the time of
such action shall be proportionately increased, and the number of Warrant Shares
at the time purchasable pursuant to this Warrant shall be proportionally
decreased.  Any dividend paid or distributed upon the Common Stock in stock of
any other class or securities convertible into shares 


                                         -3-


of Common Stock shall be treated as a dividend paid in Common Stock to the
extent that shares of Common Stock are issuable upon the conversion thereof.

    (b)  In case, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its Common Stock into
any other type of stock, or the Company or a successor corporation shall
consolidate or merge with or convey all or substantially all of its or of any
successor corporation's property and assets (a "Sale") to any other corporation
or corporations (any such corporation being included within the meaning of the
term "successor corporation" in the event of any consolidation or merger of any
such corporation with, or the sale of all or substantially all of the property
of any such corporation to another corporation or corporations), in exchange for
stock or securities of a successor corporation, the Holder of this Warrant shall
thereafter have the right to purchase, upon the terms and conditions and during
the time specified in this Warrant, in lieu of the Warrant Shares theretofore
purchasable upon the exercise of this Warrant, the kind and number of shares of
stock and other securities receivable upon such recapitalization or
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock which the Holder of this Warrant might have purchased immediately
prior to such recapitalization or consolidation, merger or conveyance.  The
Company agrees not to undertake a Sale unless the successor corporation shall
agree in writing to give effect to the provisions of this SECTION 5(b).

    (c)  Except as provided for in SUBSECTION 5(a) hereof, the event the
Company shall issue additional shares of Common Stock (including additional
shares of Common Stock deemed to be issued as set forth in subdivision (g)
below) without consideration (PROVIDED THAT, for purposes hereof, an issuance
for no consideration shall be deemed to be an issuance for a per share
consideration of $.01), or for a consideration per share less than the Exercise
Price in effect on the date of and immediately prior to such issue, then the
Exercise Price shall be reduced, concurrently with such issue to a price equal
to:

    (i)  if such issuance is prior to the Purchase Agreement Date, the
consideration per share at which such additional shares of Common Stock are
issued or deemed issued; and

    (ii) if such issuance is after the Purchase Agreement Date, the amount
determined by dividing (1) the sum of (x) the product derived by multiplying the
Exercise Price in effect immediately prior to such issue or sale times the
number of fully-diluted shares of Common Stock deemed outstanding immediately
prior to such issue or sale, plus (y) the consideration, if any, received by the
Company upon such issue or sale, by (2) the number of fully-diluted shares of
Common Stock deemed outstanding immediately after such issue or sale; 

and, in either case, the number of Warrant Shares shall be increased to an
amount equal to quotient derived by dividing (i) result of multiplying the
pre-adjustment Exercise Price times the pre-adjustment Warrant Shares, by (ii)
the post-adjustment Exercise Price.  For purposes hereof, the "Purchase
Agreement Date" shall mean the date of the closing of the transactions
contemplated by the Stock Purchase Agreement (the "Purchase Agreement") by and
among the Company, the original holder of this Warrant and CinemaStar
Acquisition Partners, L.L.C. dated September 23, 1997, or the date of
termination of such Stock Purchase Agreement.


                                         -4-


    (d)  Upon the occurrence of each event requiring an adjustment of the
Exercise Price and of the number of Warrant Shares purchasable pursuant to this
Warrant in accordance with and as required by, the terms of this SECTION 5, the
Company shall compute the adjusted Exercise Price and the adjusted number of
Warrant Shares purchasable at such adjusted Exercise Price by reason of such
event in accordance with the provisions of SECTION 5 and shall prepare an
officer's certificate setting forth such adjusted Exercise Price and the
adjusted number of Warrant Shares and showing in detail the facts about which
such conclusions are based.  The Company shall forthwith mail a copy of such
certificate to each Holder of this Warrant at the Holder's address shown in the
Company's warrant registry (the "Warrant Registry"), and thereafter such
certificate shall be conclusive and binding upon such Holder unless contested by
such Holder by written notice to the Company ten (10) days after receipt of the
certificate.

    (e) In case:

    (i)  the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a dividend or any other distribution in
respect of the Common Stock (including cash) pursuant to, without limitation,
any spin-off, split-off or distribution of the Company's assets; or

    (ii)  the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to subscribe for or purchase any shares of
stock of any class or to receive any other rights; or

    (iii)  of a classification, reclassification or other reorganization of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation or conveyance of all or substantially all of the assets
of the Company; or

    (iv)  of the voluntary or involuntary dissolution, liquidation or winding
up of the Company,

then, and in any such case, the Company shall mail to the Holder of this Warrant
at the Holder's address shown in the Company's Warrant Registry a notice stating
the date or expected date (the "Record Date") on which a record is to be taken
for the purpose of such dividend, distribution or rights, on which such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up is to take place, as the case
may be.  Such notice shall then specify the date or expected date, if any is to
be fixed, as of which holders of Common Stock of record shall be entitled to
participate in said dividend, distribution or rights, or shall be entitled to
exchange shares of Common Stock for securities or other property deliverable
upon such liquidation or winding up, as the case may be.  Such notice shall be
provided at least five (5) business days prior to the Record Date.

    (f)  In case the Company at any time while this Warrant shall remain
unexpired and unexercised shall dissolve, liquidate or wind up its affairs, the
Holder of this Warrant may receive, upon exercise hereof prior to the Record
Date, in lieu of each share of Common Stock of the Company which it would have
been entitled to receive, the same number of any securities 


                                         -5-


or assets as may be issuable, distributable or payable upon any such
dissolution, liquidation or winding up with respect to each share of Common
Stock of the Company.

    (g)  In the event the Company at any time or from time to time after the
date hereof shall issue any rights to subscribe for or to purchase, or any
options for the purchase of, Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock (such rights or options being
herein called "Options" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities") or shall fix a record date for the
determination of holders of any class of securities then entitled to receive any
such Options or Convertible Securities, then the maximum number of shares (as
set forth in the instrument relating thereto without regard to any provisions
contained therein designed to protect against dilution) of Common Stock issuable
upon the exercise of such Options or, in the case of Convertible Securities and
Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be additional shares of Common Stock issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close
of business on such record date.  In addition, if the purchase price provided
for in any Options, the additional consideration, if any, payable upon the
issue, conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable for shares
of Common Stock change at any time, the Exercise Price in effect at the time of
such change shall be readjusted to the Exercise Price which would have been in
effect at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or changed
conversion rate, as the case may be, at the time initially granted, issued or
sold and the number of Warrant Shares acquirable hereunder shall be
correspondingly readjusted.  Upon the expiration of any Option or the
termination of any right to convert or exchange any Convertible Securities
without the exercise of such Option or right, the Exercise Price then in effect
and the number of Warrant Shares acquirable hereunder shall be adjusted to the
Exercise Price and the number of Warrant Shares in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued. 

    (h)  The Company will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this SECTION 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the Holder against impairment.

6.  RESTRICTION ON TRANSFERABILITY.

    (a)  This Warrant and the shares of the Company issuable upon the exercise
of this Warrant have not been registered under the Securities Act of 1933, as
amended (the "Act").  By acceptance hereof, the Holder covenants, agrees and
represents that:


                                         -6-


    (i)  This Warrant has been acquired for, and such shares, if acquired upon
the exercise of this Warrant, shall be acquired for, investment and may not be
sold, offered for sale, pledged, hypothecated or otherwise transferred, in the
absence of an effective registration statement for such securities under the Act
or an opinion of counsel for the Company to the effect that registration is not
required under the Act, and the Holder has the capacity to protect its interests
in connection with the purchase of this Warrant.

    (ii)  The Holder has had the opportunity to ask questions and receive
answers from the Company about the Company's business and the purchase by Holder
of these securities, and Holder has been given the opportunity to make any
inquiries that Holder may desire of any personnel of the Company concerning the
proposed operation of the Company and has been furnished with all of the
information he has requested.  No advertisement has been used in connection with
the offer or sale of this Warrant to the Holder.

    (iii)  The Holder will not offer, sell, transfer, mortgage, assign or
otherwise dispose of this Warrant or the shares of Common Stock issuable upon
the exercise of this Warrant except pursuant to a registration statement under
the Act and qualification under applicable state securities laws or pursuant to
an opinion of counsel satisfactory to the Company that such registration and
qualification are not required, and that the transaction (if it involves a sale
in the over-the-counter market or on a securities exchange) does not violate any
provision of the Act.  The Holder understands that a stop-transfer order will be
placed on the books of the Company respecting this Warrant and any certificates
representing the shares of Common Stock issuable upon the exercise of this
Warrant and that this Warrant and any such certificates shall bear a restrictive
legend and a stop transfer order shall be placed with the transfer agent
prohibiting any such transfer until such time as the securities represented by
such certificates shall have been registered under the Act or shall have been
transferred in accordance with an opinion of counsel for the Company that such
registration is not required; and

    (iv)  The Holder understands that it must hold the shares issuable upon the
exercise of this Warrant indefinitely unless they are registered under the Act
or an exemption from registration becomes available.  Although the Company files
reports pursuant to  the Securities Act of 1934 and accordingly makes available
to the public the information required by Rule 144, nothing contained in this
warrant shall, in itself, require the Company to continue to make available to
the public such information.

    (b)  Each certificate for the shares issued upon the exercise of the
Warrant shall bear a legend in substantially the following form:

    "The shares represented by this Certificate have been acquired for
    investment and have not been registered under the Securities Act of 1933,
    as amended (the "Act") and may not be sold, offered for sale, pledged,
    hypothecated or otherwise transferred except pursuant to a registration
    statement under the Act or an exemption from registration under the Act or
    the rules and regulations thereunder."

    7.   REGISTRATION RIGHTS.  


                                         -7-


         7.1  DEMAND REGISTRATION.

         (a)  REQUESTS FOR REGISTRATION.  Subject to the terms of this
Agreement, the Holder may, at any time subsequent to the Determination Date,
request registration under the Act of all or part of its Warrant Shares on Form
S-1 or Form SB-2 or any similar long-form registration ("Long-Form
Registrations") or, if available, on Form S-2 or S-3 or any similar short-form
registration ("Short-Form Registrations").  All registrations requested pursuant
to this SECTION 7.1 are referred to herein as "Demand Registrations."

         (b)  PAYMENT OF EXPENSES FOR DEMAND REGISTRATIONS.  The Company will
pay all registration expenses for the first two Demand Registrations (whether a
Long-Form Registration or a Short-Form Registration).  A registration will not
count as one of the Company paid Demand Registrations until it has become
effective and the holders of Warrant Shares are able to register and are
permitted to sell at least 90% of the Warrant Shares requested to be included in
such registration; PROVIDED, HOWEVER, that in any event the Company will pay all
registration expenses in connection with any registration initiated as a Demand
Registration.  In a Demand Registration other than the first two Demand
Registrations, the registration expenses of such registration shall be borne by
the holders of Warrant Shares to be registered thereunder.

         (c)  SHORT-FORM REGISTRATIONS.  In addition to the Long-Form
Registrations provided pursuant to SECTION 7.1(a) above, the holders of Warrant
Shares will be entitled to request an unlimited number of Short-Form
Registrations, PROVIDED, HOWEVER, that the aggregate offering value of the
Warrant Shares requested to be registered in any Short-Form Registration must be
reasonably expected to equal at least $500,000.  Demand Registrations will be
Short-Form Registrations whenever the Company is permitted to use any applicable
short form.  If a Short-Form Registration is to be an underwritten public
offering, and if the underwriters for marketing or other reasons request the
inclusion in the registration statements of information which is not required
under the Act to be included in a registration statement on the applicable form
for the Short-Form Registration, the Company will provide such information as
may be reasonably requested for inclusion by the underwriters in the Short-Form
Registration.

         (d)  PRIORITY.  The Company will not include in any Demand
Registration any securities which are not Warrant Shares without the written
consent of the Holder.  If a Demand Registration is an underwritten public
offering and the managing underwriters advise the Company in writing that in
their opinion the inclusion of the number of Warrant Shares and other securities
requested to be included creates a substantial risk that the price per share of
Common Stock will be reduced, the Company will include in such registration,
prior to the inclusion of any securities which are not Warrant Shares, the
number of Warrant Shares requested to be included which in the opinion of such
underwriters can be sold without creating such a risk.

         (e)  SELECTION OF UNDERWRITERS.  The Holder shall have the right to
select the investment banker(s) and manager(s) to administer any Demand
Registration, subject to the Company's approval which will not be unreasonably
withheld.


                                         -8-


         (f)  COMPANY REGISTRATION.  Notwithstanding anything to the contrary
herein, if after September 23, 1997 the Company has filed a registration
statement under the Act with respect to an offering of shares of the Common
Stock, then any Demand Registration shall be delayed for a period of 90 days
following the effective date of such registration statement (or, at the option
of the parties requesting such Demand Registration, the Demand Registration may
be withdrawn).

         7.2  PARTICIPATION IN REGISTERED OFFERINGS ("PIGGYBACK RIGHTS").  If
the Company at any time or times proposes or is required to register any of its
Common Stock or other equity securities (whether such Common Stock or other
equity securities are owned by the Company or another holder entitled to demand
registration) for public sale for cash under the Act (other than on Forms S-4
and S-8 or similar registration forms), it will at each such time or times give
written notice to the Holder of its intention to do so.  Upon the written
request of the Holder given within 20 days after receipt of any such notice, the
Company shall use its best efforts to cause to be included in such registration
any Warrant Shares held by the Holder (or its permitted transferees) and
requested to be registered under the Act and any applicable state securities
laws; PROVIDED, that if such registration is an underwritten public offering and
the managing underwriter advises that less than all of the shares and Warrant
Shares to be registered should be offered for sale so as not materially and
adversely to affect the price or salability of the offering, the Holder and any
other securities holders entitled to piggyback rights with respect to such
registration shall reduce on a pro rata basis the number of their shares of
Common Stock (as if exercised) to be included in the registration statement as
required by the managing underwriter to the extent requisite to permit the sale
or other disposition (in accordance with the intended method of disposition
thereof as aforesaid) by the prospective seller or sellers of the securities so
registered.

    8.   REGISTRATION ON THE BOOKS OF THE COMPANY.  The Company shall keep, or
cause to be kept, at its office at 431 College Boulevard, Oceanside, California
92057, a register in which the Company shall register this Warrant.  No transfer
of this Warrant shall be valid unless made at such office and noted on the
Warrant register upon satisfaction of all conditions for transfer.  When
presented for transfer or payment, this Warrant shall be accompanied by a
written instrument or instruments of transfer or surrender, in form satisfactory
to the Company, duly executed by the registered Holder or by his duly authorized
attorney.  The Company may deem and treat the registered Holder hereof as the
absolute owner of this Warrant for all purposes, and the Company shall not be
affected by any notice to the contrary.

    9.   GOVERNING LAW.  This Warrant has been executed and delivered in the
State of Illinois and shall be construed in accordance with the laws of the
State of California.  




                              [SIGNATURE PAGE TO FOLLOW]


                                         -9-





    IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer.


                             CINEMASTAR LUXURY THEATERS, INC.



                             By:  
                                -----------------------------------
                                  John Ellison, Jr., President

Agreed to and Accepted:

REEL PARTNERS, L.L.C.



By: 
  ------------------------------
    Neil Austrian, Vice President



                                         -10-

                                    EXERCISE FORM

To:

Dated:

         The undersigned, pursuant to the provisions set forth in the attached
warrant, hereby agrees to subscribe for the purchase of _________ shares of
Common Stock represented by this warrant and makes payment herewith in full
therefor at the price per share provided by this warrant.


                             Print Name 
                                       ----------------------------



                             Signature
                                       ----------------------------



                                         -11-

                                   ASSIGNMENT FORM



    FOR VALUE RECEIVED __________________________________________ hereby sells,
assigns and transfers unto 

Name ____________________________________________________________
         (Please typewrite or print in block letters)

Address _________________________________________________________
the right to purchase Common Stock, represented by this warrant, to the extent
of __________________ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint ___________________________ attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


                             Signature ___________________________


Date:  ________________, 19__




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
ONLY BE SOLD OR TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR, AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT, PROVIDED THAT IN THE EVENT THAT ANY RESALE OF THIS SECURITY IS MADE
PURSUANT TO SUCH AN EXEMPTION AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY
AND ITS LEGAL COUNSEL, WILL BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS MADE
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.




                                         -12-

EX-4.10

                                        [LOGO]
                                    PRESS RELEASE



    Contact:   John Ellison, Jr., President and Chief Executive Officer
               Alan Grossberg, Senior Vice President
                and Chief Operating Officer
               (619) 630-2011


               Craig Parsons/Michael Pollock
               Pondel Parsons & Wilkinson
               (310) 207-9300

                                                           FOR IMMEDIATE RELEASE

                           CINEMASTAR LUXURY THEATERS SIGNS
                       DEFINITIVE $15 MILLION EQUITY AGREEMENT

         San Diego, California - September 24, 1997 - CinemaStar Luxury
    Theaters, Inc. (Nasdaq: LUXY) today announced that it has signed a
    definitive agreement for CinemaStar Acquisition Partners, L.L.C. to acquire
    a majority equity interest in CinemaStar through a $15 million purchase of
    newly issued shares of CinemaStar's common stock.

         CinemaStar Acquisition Partners is a private investment group led by
    SCP Private Equity, Partners, L.P., of Wayne, Pa., and Jack R. Crosby,
    founder and chairman of the Rust Group, an Austin, Texas, venture capital
    firm.

         Under the terms of the definitive agreement, CinemaStar Acquisition
    Partners will purchase 17,684,464 shares of common stock for a purchase
    price of $0.848202 per share.  CinemaStar Acquisition Partners also will
    receive at closing warrants to purchase 1,630,624 shares of common stock at
    an exercise price of approximately $0.848202 per share.

         Upon signing the definitive agreement, CinemaStar Acquisition Partners
    received an additional warrant to purchase one million shares of common
    stock at an exercise price of the lower of $0.848202, or the previous
    five-day trading price of the CinemaStar common stock.



                                        (more)



    2-2-2


         CinemaStar may be obligated to issue additional adjustment shares of
    common stock to CinemaStar Acquisition Partners with respect to certain
    expenses, liabilities and operating losses of CinemaStar arising or
    disclosed after August 31, 1997.  CinemaStar's board of directors will be
    reconstituted to reflect the majority interest of the investment group.

         As of August 31, 1997, the outstanding capital stock of CinemaStar
    consisted of 8,019,182 shares of common stock.

         Completion of the transaction is subject to certain other conditions
    including shareholder approval.  CinemaStar plans to hold a special
    shareholder meeting on a date to be announced.  It is anticipated that the
    transaction will be completed in December 1997.

         Concurrent with the signing of the definitive agreement, CinemaStar
    received a $3 million bridge loan from an affiliate of CinemaStar
    Acquisition Partners to complete existing projects and to pay off certain
    indebtedness.  It is anticipated that the loan will be repaid from the
    proceeds of the $15 million equity investment.  The bridge loan is
    convertible into three million shares of common stock of CinemaStar at $1
    per share.  In connection with the bridge loan, CinemaStar issued a warrant
    to the lender to purchase three million shares of common stock at an
    exercise price of $0.848202 per share, and a second warrant to purchase 1.5
    million shares at an exercise price of $0.848202 per share.  The second
    warrant will be canceled upon the completion of the equity financing.

         CinemaStar plans to use the $15 million as working capital and to
    continue its expansion program which began last year and will result in the
    company opening more new theater complexes in Southern California over the
    next 18 to 24 months.

         Commenting on the transaction, John Ellison, Jr., president and chief
    executive officer of CinemaStar, said, "Our goal has been to seek
    additional capital to continue our expansion program, keeping in mind the
    interests of our shareholders. We are fortunate to find partners who have a
    long history of success in the entertainment industry and the theater
    exhibition business and who will help provide the support we need to grow
    and meet our long term goal, which is to enhance shareholder value in
    CinemaStar."



                                        (more)



    3-3-3


         As founder and chairman of Rust Group, Crosby has focused on investing
    in companies in the movie exhibition, cable television, satellite
    communications, media, entertainment, banking, real estate development, and
    oil field services industries.

         Among his many investment activities, Crosby, along with a group of
    co-investors, joined E.M. Warburg Pincus & Co. and Home Box Office in
    funding the Orion Pictures purchase of Filmways in 1982.  From 1982 through
    early 1985, he served as a director of Orion. Rust Group, along with a
    group of co-investors, purchased selected theaters from Wometco Theaters,
    Inc. in 1990 before selling them in 1994.

         "CinemaStar is an exciting company and this investment will provide
    much needed equity capital which we believe will enhance the company's
    opportunity to execute its growth strategy.  We've had great success in the
    theater exhibition business and we look forward to our new partnership,"
    Crosby said.

         SCP Private Equity Partners, L.P., is a post-venture stage private
    equity fund affiliated with Safeguard Scientifics Inc. (NYSE: SFE).  SCP
    invests in a broad range of industries including communications, media,
    financial services, information technology, and consumer products.

         CinemaStar recently completed the expansion of its Mission Marketplace 
    8 theater complex, adding five more screens, making the new Ultraplex 13 at
    Mission Marketplace the largest multi-screen entertainment center in North
    San Diego County.

         The company also is completing construction of a 10-screen
    multi-theater complex in Tijuana, Mexico.  The theater complex is scheduled
    to open before the end of the year.

         Founded in 1989, CinemaStar Luxury Theaters currently operates seven
    first-run movie theaters, and has a total of 69 screens in Southern
    California.  CinemaStar theaters feature high quality projection and sound
    capabilities, including LucasFilm THX Stereo Surround Sound environment
    system in most auditoriums, along with luxury amenities such as high-back
    reclining seats and extra wide aisles between seat rows.

         THE INFORMATION CONTAINED IN THIS PRESS RELEASE CONTAINS CERTAIN
    FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND UNCERTAINTIES, SUCH AS THE
    STATEMENTS OF THE COMPANY'S PLAN, OBJECTIVES, EXPECTATIONS AND INTENTIONS.
    THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INDICATED
    BY SUCH STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THOSE
    DISCUSSED IN THE COMPANY'S FORM 10-KSB AND FORM 10-QSB ON FILE WITH THE
    SEC.