Purchase Agreement

Amce Right to Purchase Agreement

by Amc Entertainment Inc
December 9th, 1997

                                               Exhibit 10.3
                                     AMCE RIGHT TO PURCHASE AGREEMENT


     THIS RIGHT TO PURCHASE  AGREEMENT (the  "Agreement"),  dated as of November
21,  1997,  is made and entered  into among AMC  ENTERTAINMENT  INC., a Delaware
corporation (including its consolidated subsidiaries, hereinafter referred to as
"Grantor"),   and  ENTERTAINMENT   PROPERTIES  TRUST,  a  Maryland  real  estate
investment trust (hereinafter referred to as "Offeree"). Grantor and Offeree are
sometimes  collectively  referred  to  herein as the  "Parties"  and each of the
Parties is sometimes singularly referred to herein as a "Party".

     WHEREAS,  Grantor may in the future acquire or develop megaplex theatre and
related  entertainment  property  owned (or  ground-leased)  by the Grantor (the
"Property");

     WHEREAS, Grantor may from time to time sell, transfer,  convey or otherwise
dispose of (which may include a leaseback,  but not a mortgage) ("Transfer") any
or all such  Property  during a period of five (5) years from and  including the
date hereof (the "Right to Purchase Period"); and

     WHEREAS,  Grantor  desires to grant to  Offeree a  personal  non-assignable
right of first offer and right of first refusal  relating to the Transfer of any
Property, exercisable under the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  For and in consideration of the payment of the sum of Ten
Dollars  ($10.00)  and other good and  valuable  consideration,  the receipt and
sufficiency of which is acknowledged by the Parties,  Grantor and Offeree hereby
agree as follows:

         1.       Right of First Offer.

     (a) Grant of Right of First Offer.  Subject to the terms and conditions set
forth in this Agreement, Grantor hereby grants to Offeree a right of first offer
("First  Offer Right")  relating to the Transfer of all or any Property.  If, at
any time during the Right to Purchase Period, Grantor desires to Transfer all or
any portion of a Property (the "Offered Property"),  Grantor shall first deliver
to Offeree  written notice (the "Notice of Transfer"),  which Notice of Transfer
shall state  Grantor's  desire to Transfer  the Offered  Property and contain an
accurate description of the Offered Property and its proposed operations.

     (b) Election to Offer.  (i) If Offeree  elects to make an offer to purchase
the Offered  Property,  Offeree shall deliver to Grantor  within sixty (60) days
following  the date the Notice of Transfer  was  received by Offeree (the "Offer
Date") a written offer (the "Offeree Offer"), which Offeree Offer shall offer to
purchase  the Offered  Property on the terms and  conditions,  including  price,
timing and lease terms (if

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applicable),  specified  therein.  The Offeree Offer shall disclose all material
facts relating to the proposed transaction and, at Offeree's option, may include
a form purchase  agreement or lease, as applicable.  Each Offeree Offer shall be
an  irrevocable  commitment  by Offeree to purchase the Offered  Property on the
terms and conditions set forth therein.
                  (ii) If  Offeree  does not elect to make an offer to  purchase
the Offered  Property by the Offer Date or if Offeree makes an offer to purchase
the Offered  Property by the Offer Date and Grantor  elects not to Transfer  the
Offered Property on the terms offered by Offeree,  Grantor (A) shall be under no
obligation to Transfer any portion of the Offered Property to any person, unless
Grantor so elects,  and (B) may,  within a period of 6 months from and after the
Offer Date,  solicit offers  relating to the Transfer of such Offered  Property;
provided, however, any Transfer of the Property within a period of 6 months from
and  after  the  Offer  Date not on terms  and  conditions  and at a price  more
favorable  to those  offered  by Offeree  shall be subject to the First  Refusal
Right set forth in paragraph 2 of this Agreement.  The First Offer Right granted
to Offeree under the terms and conditions of this Agreement  shall revive in the
event that  Grantor  fails to Transfer the Offered  Property  within the six (6)
months from and after the Offer Date.

                  (iii) Notwithstanding  Offeree's election not to make an offer
to purchase the Offered Property by the Offer Date or Grantor's  election not to
Transfer the Offered Property on the terms offered by Offeree,  Grantor shall be
obligated to submit a Grantor Offer to Offeree  following receipt of a Bona Fide
Offer from a Proposed Transferee pursuant to paragraph 2 of this Agreement.

                  (c) Acceptance of Offeree Offer. If Grantor elects to Transfer
the Offered Property on the terms offered by the Offeree,  Grantor shall deliver
in writing  its  election to Transfer  the  Offered  Property to Offeree  within
thirty (30) days  following  the date the Offeree Offer was received by Grantor.
Such  communication  shall, when taken in conjunction with the Offeree Offer, be
deemed to constitute a valid, legally binding and enforceable  agreement for the
Transfer of the  Property.  Such  agreement  may be  evidenced  by, but,  unless
otherwise agreed,  shall not be subject to, execution of a purchase agreement or
lease, as applicable.

         2.       Right of First Refusal.

                  (a) Grant of Right of First Refusal.  Subject to the terms and
conditions set forth in this Agreement, Grantor hereby grants to Offeree a right
of first refusal ("First Refusal Right")  relating to the Transfer of all or any
Property.  If, at any time during the Right to Purchase Period,  Grantor desires
to Transfer any Offered  Property  pursuant to a bona fide offer (the "Bona Fide
Offer")  from a third party (the  "Proposed  Transferee"),  Grantor  shall first
deliver to Offeree a written  offer (the "Grantor  Offer"),  which Grantor Offer
shall  offer to  Transfer  the  Offered  Property  to the  Offeree  on terms and
conditions,  including price,  timing and lease terms (if applicable),  not less
favorable to the Offeree than the terms and conditions which Grantor proposes to
Transfer such Property to the

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Proposed  Transferee.  The Grantor  Offer  shall  disclose  the  identity of the
Proposed  Transferee,  the person or persons, if any, that control such Proposed
Transferee, to the extent known by Grantor, the terms and conditions,  including
price,  timing and lease terms (if applicable),  of the proposed  Transfer,  any
proposed form purchase  agreement or lease and any other material facts relating
to the proposed transaction.  Each Grantor Offer is an irrevocable commitment by
Grantor  to sell the  Offered  Property  on the terms and  conditions  set forth
therein.

                  (b)  Confirmation  of Bona Fide Offer.  The  Offeree  shall be
permitted  to  confirm  that the Bona  Fide  Offer is firm and  subject  only to
conditions that could  reasonably be expected to be satisfied,  by (i) review of
the  documents  involved  in such Bona Fide  Offer and (ii)  requiring  that the
Grantor cause the Proposed Transferee to submit evidence reasonably satisfactory
to the Offeree of financing for such  purchase,  but only to the extent that the
Bona Fide Offer has a financing contingency.  If review of such documents and of
such  evidence of  financing  by the  Offeree  would  violate a  confidentiality
obligation of Grantor to the Proposed Transferee,  or of the Proposed Transferee
to  any  third  party,  Grantor  shall  designate  a  recognized  accounting  or
investment  banking firm or similar third party  reasonably  satisfactory to the
Offeree,  who shall at Offeree's expense (i) certify that the terms set forth in
the written  documents are as described in the Offer or are no more favorable to
the Proposed  Transferee than the terms described in the Offer, and (ii) certify
that financing has been obtained,  subject to no condition  which, in such third
party's  reasonable  judgment,  is  likely  to be  unsatisfied,  or based on the
evidence  provided,  such third party expects that financing for the sale to the
Proposed Transferee will be obtained.

                  (c)  Acceptance  of Grantor  Offer.  (i) If Offeree  elects to
purchase  the  Offered  Property  on the terms set forth in the  Grantor  Offer,
Offeree shall  deliver in writing its election to purchase the Offered  Property
to Grantor within  forty-five (45) days following the date the Grantor Offer was
received by the Offeree  (the  "Acceptance  Date"),  but not less than five days
prior to the expiration  date of the Bona Fide Offer,  provided such election in
any  circumstance  will not be due prior to the  expiration  of 10 business days
following  the  date  the  Grantor's   Offer  was  received  by  Offeree.   Such
communication shall, when taken in conjunction with the Grantor Offer, be deemed
to  constitute  a valid,  legally  binding  and  enforceable  agreement  for the
Transfer of the  Property.  Such  agreement  may be  evidenced  by, but,  unless
otherwise agreed,  shall not be subject to, execution of a purchase agreement or
lease, as applicable.

                  (ii) If  Offeree  does  not  elect  to  purchase  the  Offered
Property by the  Acceptance  Date,  Grantor (i) shall be under no  obligation to
Transfer any portion of the Offered  Property to any person,  unless  Grantor so
elects,  and (ii) may,  within a period of 6 months  from and after the date the
Grantor Offer was received by the Offeree,  Transfer the Offered Property to any
person,  including  the Proposed  Transferee,  at a price at least equal to that
offered to Offeree in the Grantor Offer and on the terms and conditions


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substantially  consistent  to those  included in the  Grantor  Offer and Grantor
shall be under no  obligation to submit a Grantor Offer to Transfer such Offered
Property to the Offeree in connection therewith. The First Refusal Right granted
to the Offeree under the terms and conditions of this Agreement  shall revive in
the event that Grantor fails to Transfer the Offered Property within the six (6)
month period specified above.

         3. Due Diligence.  During the periods  following the date the Notice of
Transfer was received by Offeree and prior to the Offer Date, following the date
the Grantor Offer was received by Offeree and prior to the  Acceptance  Date and
following  any agreement to Transfer a Property,  Grantor shall provide  Offeree
access to the Offered  Property,  its books and records  related thereto and its
officers and  employees  with  knowledge  thereof  during  reasonable  hours for
purposes of conducting a due diligence investigation of the Offered Property and
its proposed operations.

     4. Closing. (a) The closing of any Transfer of Offered Property pursuant to
this  Agreement  shall be determined  by the Parties  (which,  unless  otherwise
agreed, shall be within 90 days of the acceptance of any offer hereunder).

         5. No Assignment. The First Refusal Right and First Offer Right granted
hereby are personal to Offeree,  and, as an  inducement to Grantor to enter into
this Agreement,  it is expressly  agreed that Offeree has no right,  directly or
indirectly,  to assign in whole or in part any rights granted by this Agreement.
Grantor  shall have no obligation  or  requirement  to deal with any party other
than Offeree in all matters relating to this Agreement.  Any purchase  agreement
or lease  hereunder  may be made with a  subsidiary  of  Grantor  acceptable  to
Offeree.

         6. No Broker.  Offeree  represents  that it has dealt with no broker in
connection  with the First Refusal  Right and First Offer Right granted  hereby,
and agrees to indemnify and hold Grantor  harmless from the claims of any broker
in connection with the transactions contemplated hereby.

     7.  Notices.  All  notices,  requests and other  communications  under this
Agreement  shall be in writing and shall be either (a) delivered in person,  (b)
sent by certified mail,  return-receipt requested, (c) delivered by a recognized
delivery service or (d) sent by facsimile transmission and addressed as follows:

If intended for Offeree:                 Entertainment Properties Trust
                                         One Kansas City Place
                                         1200 Main Street, Suite 3250
                                         Kansas City, Missouri  64105
                                         Phone:  (816) 480-4649
                                         Fax:    (816) 480-4617
                                         Attention: Robert L. Harris, President

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With a copy to:                         Stinson, Mag & Fizzell, P.C.
                                        1201 Walnut, Suite 2800
                                        Kansas City, Missouri 64105
                                        Phone:     (816) 691-3180
                                        Fax:       (816) 691-3495
                                        Attention: Michael G. O'Flaherty

If intended for Grantor:                AMC Entertainment Inc.
                                        106 West 14th Street
                                        Kansas City, Missouri  64105
                                        Phone:  (816) 221-4000
                                        Fax:    (816) 480-4617
                                        Attention:  Peter C. Brown, President

With a copy to:                             Lathrop & Gage L.C.
                                            2345 Grand Boulevard, Suite 2800
                                            Kansas City, Missouri 64108
                                            Phone:     (816) 460-5515
                                            Fax:       (816) 292-2001
                                            Attention: E.T. Bullard

or at such other  address,  and to the  attention of such other  person,  as the
parties  shall  give  notice as herein  provided.  A notice,  request  and other
communication shall be deemed to be duly received if delivered in person or by a
recognized delivery service, when delivered to the address of the recipient,  if
sent  by  mail,  on the  date  of  receipt  by the  recipient  as  shown  on the
return-receipt  card, or if sent by facsimile,  upon receipt by the sender of an
acknowledgment  or transmission  report  generated by the machine from which the
facsimile was sent indicating that the facsimile was sent in its entirety to the
recipient's  facsimile  number;  provided  that if a  notice,  request  or other
communication  is served by hand or is received by  facsimile  on a day which is
not a Business  Day, or after 5:00 P.M. on any Business  Day at the  addressee's
location,  such notice or  communication  shall be deemed to be duly received by
the recipient at 9:00 A.M. on the first Business Day thereafter.

         8.  Waiver of  Conditions.  Any Party may at any time or times,  at its
election, waive any of the conditions to its obligations hereunder, but any such
waiver shall be effective  only if contained in a writing  signed by such Party.
No waiver by a Party of any breach of this Agreement by the other Party shall be
deemed to be a waiver of any other breach by such other Party (whether preceding
or  succeeding  and  whether  or not of the  same  or  similar  nature),  and no
acceptance  of payment or  performance  by a Party after any breach by the other
Party  shall be deemed to be a waiver of any  breach of this  Agreement  by such
other Party, whether or not the first Party knows of such breach at the time it

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accepts such payment or performance.  No failure or delay by a Party to exercise
any right it may have by reason of the default of the other Party shall  operate
as a waiver of default or  modification  of this  Agreement or shall prevent the
exercise of any right by the first Party while the other Party  continues  to be
so in default.

     9.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Missouri.  The  Parties  agree  that
jurisdiction and venue for any litigation arising out of this Agreement shall be
in the Courts of Jackson  County,  Missouri or the U.S.  District  Court for the
Western District of Missouri and, accordingly, consent thereto.

     10.  Attorneys'  Fees. If either Party obtains a judgment against the other
Party by reason of a breach of this  Agreement,  a reasonable  attorneys' fee as
fixed by the court shall be included in such judgment.

         11.  Remedies  Cumulative.  Except as herein  expressly  set forth,  no
remedy  conferred  upon a Party by this Agreement is intended to be exclusive of
any other  remedy  herein or by law  provided  or  permitted,  but each shall be
cumulative and shall be in addition to every other remedy given herein or now or
hereafter existing at law, in equity or by statute.

         12.  Specific  Performance.  The  Parties  agree  that  if  any  of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were otherwise  breached,  irreparable damage would occur, and
no  adequate  remedy  at law would  exist  and  damages  would be  difficult  to
determine, and that the Parties shall be entitled to specific performance hereof
(without requirement to post bond), in addition to any and all other remedies at
law or in equity.  The Parties agree that in connection  with the enforcement of
any agreement to Transfer a Property created hereunder, the terms to be enforced
shall be in the following  order of priority:  (i) those terms  contained in any
executed  purchase  agreement  or  lease;  (ii) in the  absence  of  (i),  those
contained in the  communications  that  constituted  the  agreement  between the
parties;  and  (iii) in the  absence  of (i) or  (ii),  those  contained  in the
Agreement of Sale and Purchase,  dated as of November 21, 1997,  among  American
Multi-Cinema,  Inc., AMC Realty, Inc. and Entertainment  Properties Trust or the
Lease, dated as of November 21, 1997, between Entertainment Properties Trust and
American Multi-Cinema, Inc., as applicable.

         13.  Complete   Agreement.   This  Agreement   constitutes  the  entire
understanding  between  Grantor and Offeree with  respect to the subject  matter
hereof and no representations,  warranties,  promises, guarantees or agreements,
oral or written,  express or implied,  have been made by Grantor with respect to
this Agreement except as expressly provided in this Agreement. The Agreement may
not be modified,  amended or waived except by a written  instrument  executed by
both Grantor and Offeree.  A waiver on one occasion shall not be construed to be
a waiver with respect to any other occasion.


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         14. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION,  PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY
ON ANY MATTER  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE
OTHER AGREEMENTS.

     15.  Captions.  The captions in this Agreement are inserted for convenience
of reference only and in no way define, describe or limit the scope or intent of
this Agreement or any of the provisions hereof.

     16.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which counterparts, when executed and delivered, shall be
deemed to be an original  and all of which  counterparts,  when taken  together,
shall constitute one and the same Agreement.

         IN WITNESS WHEREOF, Grantor and Offeree have executed this Agreement as
of the day and year first above written.

                                          OFFEREE:

(SEAL)                                    ENTERTAINMENT PROPERTIES
                                          TRUST, a Maryland real estate 
                                          investment trust


                                          By:/s/ David M. Brain
                                          Name:    David M. Brain
                                          Title:   Chief Financial Officer and 
                                                   Secretary

(SEAL)                                    GRANTOR:

ATTEST:                                   AMC ENTERTAINMENT, INC., a
                                          Delaware corporation



By:/s/ Nancy L. Gallagher                 By:/s/ Peter C. Brown
Name:  Nancy L. Gallagher                 Name: Peter C. Brown
Title:    Vice President and Secretary    Title:   President and Chief Financial
                                                   Officer

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