CINEMA PLUS LP
8-K, 1997-09-26
MOTION PICTURE & VIDEO TAPE PRODUCTION
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
_________________________________________________________________
_______
_________________________________________________________________
_______
                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                

Date of report (Date of earliest event reported):
September 24, 1997


                        CINEMA PLUS, L.P.
                (a Delaware Limited Partnership)
          (Exact name of registrant as specified in its
        Certificate and Agreement of Limited Partnership)
                                

     Delaware                 0-17469        13-3437795
(State or other jurisdiction of         (Commission File No.)
(I.R.S. Employer incorporation or organization)
Identification No.)


1100 Avenue of the Americas, New York, New York        10036
(Address of Principal Executive Offices)                    (Zip
Code)

Registrant's telephone number, including area code:         (212)
512-1000


<PAGE>

Item 2.        Acquisition or Disposition of Assets

          Home Box Office ("HBO"), a division of Time Warner
Entertainment Company, L.P. and an affiliate of the Managing
General Partner of Cinema Plus, L.P. (the "Partnership"),
exercising its right of purchase pursuant to the Amended and
Restated  Agreement of Limited Partnership of Cinema Plus, L.P.,
dated as of December 9, 1987 (the "Partnership Agreement"), has
offered to purchase the rights of the Partnership in the four
films produced by the Partnership (the "Partnership Films")
entitled "Switch", "Don't  Tell Mom The Babysitter's Dead",
"Ricochet" and "Mom and Dad Save The World" for $455,264.
Pursuant to the terms of the Partnership Agreement, the offer
price was based upon an appraisal of the Partnership Films
undertaken in accordance with the terms of such agreement by two
independent appraisers , Sills & Adelmann and Gelfand Rennert and
Feldman, a division of Coopers & Lybrand LLP (the "Appraisers"),
who were selected by Entertainment Finance Services, Inc. (the
"Administrative General Partner") and the American Arbitration
Association.  The definitive documentation for this transaction
(the "Transaction") was executed and delivered on September 24,
1997. On the same date the Partnership received the aggregate
sale proceeds of $455,264 of which amount the Partnership has
paid $312,222 to HBO towards recoupment of the ARFIPs (as defined
in Item 5) made by HBO to the Partnership, as required under the
terms of the License, Cofinancing and Distribution Agreement
dated as of December 9, 1987 between the Partnership and HBO (the
"HBO License Agreement").  The sale proceeds (plus any interest
earned on such proceeds until distribution), less Partnership
expenses and a reserve for contingencies and unforeseen
obligations of the Partnership, will be distributed to partners
as part of a final cash distribution to be made in accordance
with the Partnership Agreement.  The overall amount of such
distribution will be $541.70 per limited partnerhip unit or an
aggregate of $23,684,875 (including amounts distributable to the
General Partner).

Item 5.        Other Events.

          Pursuant to the terms of the Partnership Agreement, the
Partnership dissolves at the expiration of its term on September
30, 1997.  HBO has elected to accelerate from 1998 and 1999 to
September 23, 1997 its payment of the full amount of the Assured
Return of Film Investment Payments (the "ARFIPs") to the
Partnership in the amount of $24,429,705 with respect to the
Partnership Films as to which such sums are due pursuant to the
HBO License Agreement.  Concurrently with HBO's decision to
accelerate the full amount of the ARFIP payments, the
Administrative General Partner agreed on behalf of the
Partnership  to accelerate from 1999 to September 24, 1997 the
interest recoupment payment in the aggregate amount of $4,410,123
that HBO is entitled to receive with respect to Partnership Films
for which an ARFIP is made. The amount of such interest
recoupment has been discounted to present value. The Partnership
has completed the appraisal process of the Partnership Films, as
required by the terms of the Partnership Agreement, and received
an appraisal from the Appraisers for the Partnership Films in the
aggregate amount of $455,264.  HBO purchased the rights of the
Partnership in the Partnership Films for such appraised amount.

          The Administrative General Partner of the Partnership
shall file a Certificate of Cancellation with the Secretary of
State of the State of Delaware and a Certificate of Surrender of
Authority with the Secretary of the State of New York in the name
and on behalf of the Partnership effective as of September 30,
1997.  The Partnership shall distribute its assets and dissolve
in accordance with the terms of its Partnership Agreement.
Copies of the Certificate of Cancellation and the Certificate of
Surrender of Authority are attached hereto as Exhibits 99.1 and
99.2.
Item 7.        Financial Statements, Pro Forma Financial
Information and Exhibits.

     (c) Exhibits:


     10.1      Purchase and Sale Agreement dated as of September
     24,
               1997 between Cinema Plus, L.P. and Home Box
     Office.

     99.1      Certificate of Cancellation filed with the
Secretary of State of the State of Delaware
effective as of  September 30, 1997.

     99.2      Certificate of Surrender of Authority filed with
               Secretary of State of the State of New York
effective
               as of September 30, 1997.

<PAGE>
                           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 thereunto duly authorized.


                              CINEMA PLUS , L.P.,
                              a Delaware Limited Partnership

                              By:    Entertainment Finance
Services, Inc.,
Administrative General Partner

                              By:  /s/ Bradley J. Wechsler
                              Name:  Bradley J. Wechsler
                              Title:     President and Sole
Director


Dated: September 26, 1997


           This PURCHASE AND SALE AGREEMENT (this "Agreement") is
made  and  entered into as of September 23, 1997, by and  between
Cinema Plus, L.P., a Delaware limited partnership ("Seller"), and
Home Box Office, a division of Time Warner Entertainment Company,
L.P. ("Buyer") (initially capitalized terms not otherwise defined
in the body of this Agreement shall have the meaning set forth on
Schedule A hereto).

                        R E C I T A L S

          A.   WHEREAS, Seller owns all right, title and interest
with  respect to the motion pictures listed on Exhibit  A  hereto
(the "Pictures").

           B.    WHEREAS,  Buyer is willing to  purchase  all  of
Seller's right, title and interest in, to and under the Pictures,
and Seller is willing to sell such right, title and interest, all
on the terms and conditions set forth herein.

           NOW,  THEREFORE, based on the above  premises  and  in
consideration  of  the mutual covenants and agreements  contained
herein, the parties agree as follows:

     1.   Agreement to Purchase and Sell.

           1.1   Acquisition.  On the terms and  subject  to  the
conditions  of this Agreement, on the Closing Date, Seller  shall
sell  to  Buyer,  and  Buyer  shall  purchase  from  Seller,  the
following assets (collectively, the "Assets"):

                (a)  All of Seller's right, title and interest of
     every  kind  and  nature whatsoever in,  to  and  under  the
     Pictures and the Film Assets, including, without limitation:

                          (i)  Subject only to the Existing Third
          Party  Exploitation  Rights,  the  sole  and  exclusive
          right,  commencing on the Closing Date, to Exploit  the
          Pictures   and  the  Film  Assets,  including   without
          limitation  the  right  to  exercise  all  Exploitation
          rights in and to the Pictures and the Film Assets;

                         (ii) All Physical Properties;

                           (iii)       All  rights  and  remedies
          (including,  without limitation,  the  benefit  of  all
          representations, warranties, indemnifications and other
          covenants)  under the Existing Exploitation  Agreements
          and  all  other agreements with respect to the  Assets,
          including, without limitation, all accounts receivable,
          rights  to  payment, proceeds, claims (including  audit
          claims  whether arising prior to or subsequent  to  the
          Closing  Date),  recoveries  or  consideration  of  any
          nature  whatsoever  ("Accounts  Receivable")  paid   or
          payable  on or after the Closing Date pursuant  to  the
          Existing   Exploitation  Agreements   and   all   other
          agreements with respect to the Assets; and

               (b)  All Books and Records.

           1.2   Closing.   The  closing (the "Closing")  of  the
Transaction will take place at the offices of O'Melveny  &  Myers
LLP, 1999 Avenue of the Stars, Suite 700, Los Angeles, California
90067,  on September 24, 1997, or at such earlier time and  place
as to which the parties agree (the "Closing Date").

           1.3   Transfer.  At the Closing, Seller shall transfer
the Assets to Buyer in accordance with this Agreement.

           1.4   Sales Tax.  Buyer shall be responsible  for  all
sales,  use,  transfer, stamp and similar  taxes  incurred  as  a
result of this Agreement and the consummation of the Transaction.

      2.    Consideration.  The consideration  for  the  sale  by
Seller to Buyer of the Assets shall be as follows:

          2.1  Cash Payment.  Buyer shall pay Seller Four Hundred
Fifty-Five  Thousand Two Hundred Sixty-Four Dollars ($455,264.00)
at the Closing by wire or other transfer of immediately available
funds to an account designated by Seller.

           2.2   Assumption of Certain Obligations.   Buyer  will
assume, pay and perform all of the obligations and liabilities of
Seller arising in connection with the Assets.

           2.3  Payment of Receivables.  Seller agrees that if it
receives  any payments which are intended to be included  in  the
Assets purchased by Buyer hereunder, Seller shall promptly  remit
such amounts to Buyer.

      3.    Representations  and Warranties  of  Seller.   As  an
inducement  for  Buyer  to  enter  into  this  Agreement,  Seller
represents and warrants that each of the following statements  is
true and correct as of the date hereof and on the Closing Date:

           3.1   Existence and Rights.  Seller (i) is  a  limited
partnership duly organized and validly existing in good  standing
under  the  laws of the State of Delaware and (ii) has the  power
and  authority,  licenses and rights to own  its  properties,  to
carry on its business as now conducted and to make and carry  out
the Transaction.

          3.2  Agreement Authorized.  The execution, delivery and
performance   of  this  Agreement  by  Seller  and  the   Related
Agreements, to which Seller is a party, by Seller has  been  duly
authorized by all necessary action on the part of Seller and does
not  require  notice  to,  or the consent  or  approval  of,  any
governmental  or other regulatory authority or any other  Person.
Each of this Agreement and the Related Agreements to which Seller
is  a  party has been or when delivered at Closing will have been
duly  executed and delivered by Seller and is or will be a legal,
valid  and binding obligation of Seller enforceable in accordance
with  its  terms,  except  to the extent limited  by  bankruptcy,
insolvency,  reorganization, receivership, moratorium  and  other
similar  laws  affecting  the rights and  remedies  of  creditors
generally.

            3.3   No  Conflict.   The  execution,  delivery   and
performance   by  Seller  of  this  Agreement  and  the   Related
Agreements  will  not (i) breach or constitute  grounds  for  the
occurrence  or  declaration of a default under or  allow  another
party  a  right to terminate, accelerate or cancel  any  material
agreement,  indenture, undertaking or other instrument  to  which
Seller is a party or by which Seller or any of the Assets may  be
bound  or materially affected; (ii) violate any provision of  law
or  any regulation or any order, judgment, or decree of any court
or other agency or government; (iii) violate any provision of the
organizational  documents  of  Seller;  or  (iv)  result  in  the
creation or imposition of (or the obligation to create or impose)
any  lien, charge or encumbrance on, or security interest in, any
of the Assets, other than as contemplated by the Transaction.

           3.4   Ownership.   To the best of Seller's  knowledge,
Seller is the sole and exclusive owner of all the Assets.  To the
best of Seller's knowledge, Seller owns all rights to Exploit the
Pictures  subject  only to the Existing Exploitation  Agreements.
There  are  no  agreements affecting the Assets  except  for  the
Existing  Exploitation Agreements and other agreements listed  on
Exhibit  B  ("Specified Contracts"), true, correct  and  complete
copies  of all of which (including amendments, if any) have  been
provided  to  Buyer.   To  the best of  Seller's  knowledge,  the
Specified  Contracts are fully executed, have been  performed  as
required on or prior to the date hereof in all material respects,
are  in full force and effect and shall remain in full force  and
effect  after  the Closing enforceable in accordance  with  their
terms,  except  to the extent limited by bankruptcy,  insolvency,
reorganization, receivership, moratorium and other  similar  laws
affecting  the  rights and remedies of creditors  generally,  and
there  are  no defaults, nor have there been any defaults,  under
any  of  the Specified Contracts.  All information set  forth  on
Exhibit  B  is  true, correct and complete in all  respects  with
regard  to  the information that it is purporting to  show,  and,
except  as set forth on Exhibit B, from and after the date hereof
there  has  been no other distribution or exploitation  right  or
other license or right granted to any Person with respect to  the
Pictures  nor any other agreement or contract entered  into  with
respect to the Assets.

           3.5   Rights Unimpaired.  Except for the rights  under
the  Existing  Exploitation Agreements, to the best  of  Seller's
knowledge,  Seller has not done, nor authorized to be  done,  any
act  or  thing by which any Exploitation of the Film Assets  have
been or will be in any way adversely affected or impaired.

           3.6  Non-Infringement and Litigation.  To the best  of
Seller's  knowledge,  neither the Film  Assets  nor  any  portion
thereof  (including  the Pictures and the  sound  synchronization
thereof)  nor  the  exercise of any rights to  Exploit  the  Film
Assets, will violate or infringe upon the trademark, trade  name,
copyright, patent, or any literary, dramatic, musical,  artistic,
or  personal  right or any right of privacy, publicity,  property
right  or  any other right of any Person or entity or  constitute
unfair  competition or defame any Person or entity.   Seller  has
provided  Buyer with notice of and, if requested by  Buyer,  with
copies  of any and all papers, documents and pleadings served  or
delivered  to  Seller  or  any of its  Affiliates  regarding  any
claims,  actions  or litigations, either threatened,  pending  or
concluded, that might reasonably be expected to adversely  affect
any of the Assets.

           3.7   Clearance.   To the best of Seller's  knowledge,
Seller  has obtained proper and effective licenses or  grants  of
authority  to  use the results of the services of performers  and
other  persons connected with the production of the  Pictures  to
the  extent  reasonably necessary or desirable  to  exercise  the
rights  to  the  Assets  (which  licenses  and  grants  will   be
transferred by Seller to Buyer at the Closing).

           3.8   Bankruptcy; Liens/Encumbrances.  Seller has  not
become   subject   to   voluntary   or   involuntary   bankruptcy
proceedings.  There are no liens, encumbrances or claims  on  the
Assets or any portion thereof or upon any revenues or receivables
from the Exploitation of the Film Assets.

          3.9  Music.  To the best of Seller's knowledge, all non-
dramatic music rights (so called "small rights") contained in the
Pictures  are (i) available by license from American Society  for
Composers, Authors and Publishers ("ASCAP"), Broadcast Music Inc.
("BMI")  or  SESAC,  Inc.  or  (ii)  in  the  public  domain,  or
(iii) controlled by Seller directly or through licenses (in which
event Seller hereby transfers all such licenses to Buyer).

           3.10  Insurance  Claims.   To  the  best  of  Seller's
knowledge,  no insurance claims have been made and are  currently
outstanding and unsettled as of the date of this Agreement on the
producer's  errors and omissions policies or any other  insurance
policies that Seller maintained with respect to the Pictures.  No
claim  with respect to any of the Pictures under any producer  or
Seller errors and omissions policy has required a payment of more
than $5,000 by the insurance company or Seller.

          3.11 Contingencies.  To the best of Seller's knowledge,
(i)  there  is  no  litigation,  arbitration,  other  proceeding,
written   audit   request  or,  to  the  knowledge   of   Seller,
investigation, pending against Seller, or any of their respective
partners,  officers  or directors (in their capacities  as  such)
which  in  any  way  adversely affect  any  of  the  Assets,  and
(ii) Seller does not know of any threats of, or believe there  is
a  reasonable basis for, any such litigation, arbitration,  other
proceedings or written audit requests, the results of which could
reasonably be expected to have, individually or in the aggregate,
an adverse effect on the Assets.

           3.12 Compliance with Law.  Seller has conducted and is
conducting  its  business in compliance with all applicable  laws
and  regulations  in all material respects and has  obtained  all
necessary   licenses,  permits  and  other   approvals   of   any
governmental authority.

           3.13 Guild Obligations; Participations.  There are  no
Guild  agreements  or Guild or Participation Obligations  payable
with respect to any of the Pictures other than those set forth on
Schedule  3.13.   There  are  no Guild Obligations  payable  with
respect  to any of the Pictures in excess of the minimum  amounts
payable  under  any applicable and binding collective  bargaining
agreement.   Seller  has  complied  with  all  union  and   Guild
regulations  and collective bargaining agreements  applicable  to
the Pictures.

           3.14  Commissions.  Neither Seller nor  any  of  their
respective  partners, officers, directors,  agents  or  employees
have employed or incurred any liability to any broker, finder  or
agent for any brokerage fees, finder's fees, commissions or other
similar payments with respect to the Transaction.

           3.15  Accuracy of Information Furnished.  No statement
or  information contained in any schedule, certificate  or  other
document or information furnished, or to be furnished, in writing
by  or on behalf of Seller to Buyer contains or will contain  any
untrue statement of a material fact.  Seller is not aware of  any
facts  or circumstances not fully disclosed in this Agreement  or
the  exhibits  or schedules hereto which should be  disclosed  to
Buyer  in  order to make any of the representations or warranties
made   by   Seller  herein  not  misleading  in  light   of   the
circumstances under which they were made.

      4.    Representations  and  Warranties  of  Buyer.   As  an
inducement for Seller to enter into this Agreement, Buyer  hereby
represents and warrants that each of the following statements  is
true and correct as of the date hereof:

           4.1   Existence and Rights.  Buyer (i)  is  a  limited
partnership duly organized and validly existing in good  standing
under the laws of the State of Delaware, without limit as to  the
duration  of  its existence; and (ii) has the power and  adequate
authority, licenses and rights to own its properties, to carry on
its  business  as  now conducted and to make and  carry  out  the
Transaction.

          4.2  Agreement Authorized.  The execution, delivery and
performance of this Agreement and the Related Agreements to which
Buyer  is  a  party  by Buyer, has been duly  authorized  by  all
necessary  action and does not require notice to, or the  consent
or approval of, any governmental or other regulatory authority or
any  other  Person.   This Agreement has been duly  executed  and
delivered  by Buyer and is a legal, valid and binding  obligation
of  Buyer enforceable in accordance with its terms, except to the
extent   limited   by  bankruptcy,  insolvency,   reorganization,
receivership,  moratorium and other similar  laws  affecting  the
rights   and  remedies  of  creditors  generally.   The   Related
Agreements to which Buyer is a party, when delivered at  Closing,
will  have been duly executed and delivered by Buyer and will  be
legal,  valid  and binding obligations of Buyer,  enforceable  in
accordance  with each of their respective terms,  except  to  the
extent   limited   by  bankruptcy,  insolvency,   reorganization,
receivership,  moratorium and other similar  laws  affecting  the
rights and remedies of creditors generally.

            4.3   No  Conflict.   The  execution,  delivery   and
performance  of this Agreement by Buyer will not (i) violate  any
provision  of  law or any regulation or any order,  judgment,  or
decree   of   any  court  or  other  agency  or  government;   or
(ii)  violate  any provision of the organizational  documents  of
Buyer.

           4.4   Commissions.   Neither  Buyer  nor  any  of  its
officers,  directors,  agents  or  employees  have  employed   or
incurred  any  liability to any broker, finder or agent  for  any
brokerage  fees,  finder's  fees, commissions  or  other  similar
payments with respect to the Transaction.

     5.   Covenants of Seller.

           5.1   Conduct  of  Business Prior to Closing.   Seller
agrees  that  until  the  Closing Date,  unless  Buyer  otherwise
consents in writing and except for the Transaction, it will:

               (a)  Not offer, license or sell or agree to offer,
     license  or  sell  any  rights  or  property,  (tangible  or
     intangible)  which  are included in the  Assets  or  modify,
     amend,  terminate, rescind or cancel any existing agreements
     (including  without  limitation  any  Existing  Exploitation
     Agreements) with respect to the Assets or expand any  rights
     or  property  (tangible or intangible) with respect  to  the
     Assets  granted  to any Person or accelerate  the  time  for
     payments  of  any  amounts owing to Seller  under  any  such
     agreements;

                (b)   Promptly notify Buyer with respect  to  the
     receipt of any notice of the type described in Section 3.6;

                (c)   Use  reasonable  efforts  to  preserve  the
     goodwill of third parties having business relations with it;

                (d)   Not  enter into any Exploitation Agreements
     relating to the Exploitation of any Film Assets;

               (e)  Not transfer or encumber or agree to transfer
     or  encumber  any  of  the Assets  in  any  way,  except  as
     specifically permitted herein; and

                (f)  Maintain its books and records in accordance
     with past practices and policies, except for such changes of
     which  it  will advise Buyer as are required to comply  with
     generally accepted accounting principles or applicable law.

           5.2   Representations True.  Until the  Closing  Date,
Seller  will perform such acts as may be necessary or appropriate
to  make  all of its representations and warranties set forth  in
this  Agreement true and correct on and as of the  Closing  Date.
Seller will inform Buyer promptly upon discovery that any of  its
representations or warranties ceases to be true or correct.

           5.3   Access.   Until the Closing  Date,  Seller  will
(i)  upon reasonable prior notice permit Buyer and its authorized
representatives and agents to have access during normal  business
hours  to  all  contracts,  accounting  books  and  records   and
documents relevant to the Assets or the Transaction, and to  make
extracts from and copies of such contracts, books and records and
documents,  subject  only to third party  confidentiality  rights
(and Seller shall use all reasonable efforts to obtain as soon as
possible  waivers by such third parties to permit  such  access),
(ii)  furnish  to  Buyer  or its authorized  representatives  and
agents  such  other information with respect to the  business  or
properties  of  Seller as Buyer may from time to time  reasonably
request,  (iii) otherwise reasonably cooperate in the examination
or audit of Seller by Buyer and (iv) confer with Buyer to keep it
informed with respect to operational matters of a material nature
and  to  report on the general status of the business  of  Seller
except to the extent restricted by confidentiality obligations to
third parties that are not Affiliates of Seller.

           5.4   Permits.   Seller  will make  all  filings  with
governmental  bodies  and other regulatory  authorities  and  use
reasonable    efforts   to   obtain   all   permits,   approvals,
authorizations  and consents of all third parties  necessary  for
Seller   to   consummate  the  Transaction   (including   without
limitation, consents of any guarantor) without being in violation
of any law or otherwise adversely affecting any of the Assets.

           5.5   Physical Properties.  Seller will transfer legal
ownership  to  Buyer in and to all Physical Properties  owned  by
Seller  ("Owned Elements") on the Closing Date.  With respect  to
the  Owned  Elements,  Seller shall deliver to  Buyer  agreements
substantially  in  the  form of Exhibit  5.5(a)  ("Lab  Notices")
executed by Seller pursuant to which Seller acknowledges that  as
of  the Closing Date, legal ownership and title to the applicable
Physical  Property  has  been conveyed  to  Buyer.   Seller  will
transfer to Buyer all of Seller's rights of access to and use  of
all  Physical  Properties which Seller has  in  and  to  Physical
Properties not owned by Seller relating to the Pictures  ("Access
Picture Properties").  With respect to Access Picture Properties,
if  any,  upon  request of Buyer, Seller shall deliver  to  Buyer
agreements  substantially in the form of Exhibit 5.5(b)  ("Access
Notices")   executed   by  Seller  pursuant   to   which   Seller
acknowledges that as of the Closing Date, all of Seller's  access
rights  to  the  applicable Access Picture  Properties  has  been
conveyed  to  Buyer.  Prior to and following the Closing,  Seller
agrees to assist Buyer, as needed, in obtaining possession of any
Physical Properties transferred to Buyer hereunder.

           5.6   Delivery  of  Books and  Records.   As  soon  as
possible  after the Closing, to the extent available and  to  the
extent  Seller has not theretofore done so, Seller shall  deliver
to  a  location  specified by Buyer original  copies  of  all  of
Seller's  Books  and  Records including  without  limitation  all
contracts referred to on Exhibit B hereto.

           5.7   Account Notices.  As soon as reasonably possible
after  the  Closing, Seller shall execute and  deliver  to  Buyer
notices   to  all  account  debtors  pursuant  to  the   Existing
Exploitation  Agreements  or  any  other  agreement   listed   on
Exhibit  B  in the form attached hereto as Exhibit 5.7  ("Account
Notices").

           5.8  Performance of Obligations.  Seller will pay  and
perform all obligations and liabilities of Seller relating to the
Assets  which  arise  prior  to  the  Closing  Date,  except  for
obligations  and  liabilities  which  are  specifically   assumed
hereunder by Buyer.

           5.9   Good Faith Efforts.  Seller shall use  its  best
efforts to effect the Closing.

           5.10 Related Agreements.  At the Closing, Seller  will
execute  and  deliver  each  of the Related  Agreements  and  the
closing documents to which it is a party.

     6.   Covenants of Buyer.

           6.1   Representations True.  Until the  Closing  Date,
Buyer  will  perform such acts as may be necessary or appropriate
to  make  all of its representations and warranties set forth  in
this  Agreement true and correct on and as of the  Closing  Date.
Buyer will inform Seller promptly upon discovery that any of  its
representations or warranties ceases to be true or correct.

           6.2   Permits.   Buyer  will  make  all  filings  with
governmental  bodies  and other regulatory  authorities  and  use
reasonable    efforts   to   obtain   all   permits,   approvals,
authorizations  and consents of all third parties  necessary  for
Buyer   to   consummate   the  Transaction   (including   without
limitation, consents of any guarantor) without being in violation
of any law or otherwise adversely affecting any of the Assets.

           6.3   Good Faith Efforts.  Seller shall use  its  best
efforts to effect the Closing.

           6.4   Guild  Assumption Agreements.  At  the  Closing,
Buyer  shall enter into the Guild Assumption Agreements with  the
applicable  Guilds  pursuant to which Buyer  shall  have  assumed
Seller's  Guild Obligations (the "Guild Assumption  Agreements").
The  Guild  Assumption Agreements shall be in the  form  required
under  the applicable collective bargaining agreement or in  such
other form acceptable to the Guilds and Buyer.

      7.    Conditions Precedent to Obligations  of  Buyer.   The
obligations  of  Buyer  to  consummate  this  Agreement  and  the
Transaction are subject to the fulfillment, prior to or as of the
Closing Date, of the following conditions, each of which  may  be
waived by Buyer in writing:

             7.1     Representations   and    Warranties.     The
representations and warranties of Seller contained in  Section  3
shall  be true and correct in all material respects at and as  of
the Closing Date.

           7.2   Covenants.   Seller shall have complied  in  all
material  respects  with  all covenants contained  herein  to  be
complied with by it prior to or at the Closing.

           7.3  No Injunction or Litigation.  Buyer shall not  be
prohibited  by  any order, ruling, consent, decree,  judgment  or
injunction   of  a  court  or  regulatory  agency  of   competent
jurisdiction  from consummating the Transaction.  No  litigation,
claim,  action,  investigation or proceeding  instituted  by  any
governmental  body  or other regulatory authority  or  any  other
Person shall be pending to restrain, delay or invalidate any part
of the Transaction.

          7.4  Consents Obtained.  Seller shall have obtained all
of  the  consents  and  approvals  required  for  the  execution,
delivery  and  performance of this Agreement  by  it,  including,
without  limitation, consents of any guarantor with  respect  to,
and   consents   required  under  the  terms  of,  any   Existing
Exploitation   Agreement  or  any  other  agreement   listed   in
Exhibit B.

           7.5   Assignment  of  Copyright.   Seller  shall  have
executed and delivered to Buyer Assignments of Copyright in  form
and  substance  satisfactory to Buyer relating to all  copyrights
and  rights  and  interests in copyrights  domestic  and  foreign
included  in  the Film Assets substantially in the form  attached
hereto as Exhibit 7.5.

           7.6  Related Agreements.  The Related Agreements shall
have been executed and delivered by Seller and its Affiliates  as
applicable.

           7.7   Bill  of  Sale.  Seller shall have executed  and
delivered  to  Buyer  a Bill of Sale substantially  in  the  form
attached hereto as Exhibit 7.7.

           7.8   Assignment of Insurance Policies.  Seller  shall
have executed and delivered, and shall have caused required third
parties  to execute and deliver, any and all documents  necessary
or appropriate to assign Seller's insurance policies to Buyer.

            7.9    Notices;  Documentation.   Seller  shall  have
executed  and  delivered  to  Buyer  (i)  Lab  Notices   to   all
laboratories or storage facilities holding any Owned Elements  of
the transfer of legal title in all Owned Elements to Buyer in the
form  attached  hereto as Exhibit 5.5(a); (ii) all  documentation
required   to   effectuate  Buyer's  interests  in  all   musical
compositions with the applicable performing rights societies; and
(iii) all documentation required to assign any security interests
held by Seller to Buyer.

           7.10  Outstanding Accounts Receivable.   Seller  shall
have  delivered to Buyer a list of all Accounts Receivable  which
shall be true and correct in all material respects.

           7.11 No Adverse Changes.  During the period commencing
on  the  date hereof and ending on the Closing Date, there  shall
not  have been any material adverse change in the Seller and  the
Assets.

          7.12 Closing Documents.  Seller shall have executed and
delivered each of the Related Agreements and each and every other
document required to be delivered at the Closing as set forth  in
this  Agreement, each in form and substance satisfactory to Buyer
and Buyer's counsel.

           7.13  Further Assurances.  Seller shall have  executed
and delivered, and shall have caused all third parties to execute
and  deliver,  any and all documents necessary or appropriate  to
transfer  title  in  the Assets to Buyer and to  confirm  Buyer's
ownership rights in and to the Assets.

     8.   Termination.

           8.1   Grounds for Termination.  This Agreement may  be
terminated  at  any  time  prior to  the  Closing  Date  and  not
thereafter  (i)  by mutual written consent of Buyer  and  Seller,
(ii)  by  either  Buyer or Seller if there has  been  a  material
breach  of  the representations, warranties or covenants  of  the
other  party set forth herein or (iii) by Buyer if the conditions
stated  in Section 7 cannot be or have not been satisfied in  all
material respects by the Closing Date.

           8.2   Effect  of  Termination.  If this  Agreement  is
terminated  as  provided in Section 8.1, all obligations  of  the
parties  hereunder will terminate without liability of any  party
to  any other party, except (i) that the obligations set forth in
Sections  9.2  and  9.5  will survive any  such  termination  and
(ii)  that  Seller  will be liable for Losses incurred  by  Buyer
caused  by  and  resulting  from any  breach  by  Seller  of  the
covenants contained in Section 5.

          8.3  Rights to Proceed.  Subject to Section 8.1, if any
of the conditions specified in Section 6 have not been satisfied,
Buyer will have the right to proceed with the Transaction without
waiving  any  of  its rights hereunder to seek  damages  for  any
breach of a representation, warranty or covenant.

           8.4   Specific Performance.  The Assets  are  uniquely
suited  for  the purposes and needs of Buyer.  If  Seller  should
breach any of its representations, warranties or covenants  under
this  Agreement, the parties each acknowledge that the remedy  at
law would be inadequate to compensate Buyer.  Accordingly, Buyer,
in addition to any other available rights or remedies, may at its
sole  option sue in equity for specific performance,  and  Seller
expressly  waives the defense that a remedy in  damages  will  be
adequate.   Notwithstanding the foregoing,  Buyer  shall  not  be
entitled  to specific performance hereunder unless and  until  it
has tendered all amounts due pursuant to Section 2.

           8.5  Survival of Representations and Warranties.   The
representations and warranties contained herein shall survive the
Closing and any investigation or due diligence conducted  by  the
parties,  including  without limitation  any  claims  or  notices
received  from third parties, and Buyer may recover  any  damages
for breach of representation and warranty from Seller.

     9.   Miscellaneous.

            9.1    Complete   Agreement;   Modifications.    This
Agreement,  and  any  documents referred to  herein  or  executed
contemporaneously  herewith,  constitute  the   parties'   entire
agreement with respect to the subject matter hereof and supersede
all agreements, representations, warranties, statements, promises
and  understandings, whether oral or written, with respect to the
subject matter hereof. This Agreement may not be amended, altered
or modified except by a writing signed by the parties.

          9.2  Expenses.  The parties hereto will each pay all of
their own expenses incurred in connection with the authorization,
preparation, execution and performance of this Agreement and  the
Transaction, including, without limitation, all fees and expenses
of   their   respective  agents,  representatives,  counsel   and
accountants.

           9.3   Remedies Not Exclusive.  No remedy conferred  by
any  of the specific provisions of this Agreement is intended  to
be  exclusive of any other remedy, and each and every remedy will
be cumulative and will be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or  by
statute  or otherwise.  The election of any one or more  remedies
will  not  constitute  a  waiver of the  right  to  pursue  other
available remedies.

           9.4   Cooperation.   Each party  hereto  agrees,  both
before  and  after the Closing, to execute any  and  all  further
documents and writings and perform such other reasonable  actions
which  may  be  or  become reasonably necessary or  expedient  to
effectuate and carry out the Transaction (which shall include any
obligation to make payments).  If at any time after the  Closing,
Seller  receives any payment with respect to the Assets, it  will
hold  such payment in trust and pay it to Buyer within  five  (5)
business days of its receipt by Seller.

           9.5  Confidentiality Obligations.  From and after  the
date  hereof,  each  party  hereto shall  strictly  maintain  the
confidential  nature of, and not disclose to any third  party  or
use for any purpose other than in connection with the Transaction
without  prior  written  consent of  the  other  party,  (a)  any
confidential   information  learned  about  the  other   or   its
Affiliates in the course of the Transaction, or (b) the terms  of
this  Agreement  (including the Purchase Price), or  the  Related
Agreements  or  any other documents signed at the  Closing  Date,
unless  and  to the extent necessary to carry out the Transaction
or  as  permitted  by  this  Section 9.5.  Each  party  shall  be
responsible for any breach of this Section 9.5 by its Affiliates,
partners,  officers,  employees, agents or  advisors.   Upon  any
termination of this Agreement pursuant to Section 8.1, Buyer  and
Seller  each  agree  to return or destroy any and  all  materials
containing  any confidential information.  These restrictions  on
use  and  obligations of confidentiality will not  apply  to  any
information (i) to the extent the receiving party is required  to
disclose  such  information  by  law  or  applicable  regulation,
including  the regulations of any securities exchange,  or  under
court or government order, (ii) then in the public domain by acts
not  attributable to such party, (iii) hereafter received by  the
receiving  party  from a third party source  on  an  unrestricted
basis,  (iv)  known to the receiving party prior to the  date  of
disclosure  hereunder except to the extent  subject  to  a  prior
confidentiality  agreement,  or (v)  necessary  to  enforce  this
Agreement provided that all reasonable steps are taken  to  limit
the amount of disclosure.  If the Closing occurs, Buyer shall  be
released from any obligations under this Section 9.5 with  regard
to  the Assets and the Transaction.  Seller shall not disclose or
use any confidential information about the Assets before or after
Closing  without  the prior written consent of  Buyer  except  as
provided  in  clauses  (i), (ii), (iii)  or  (v)  of  the  fourth
sentence of this Section 9.5.

          9.6  Notices.  All notices under this Agreement will be
in  writing and will be delivered by personal service,  facsimile
or  certified mail (postage prepaid) to such address  as  may  be
designated  from  time to time by the relevant party,  and  which
will  initially be as set forth below.  Any notice  delivered  by
personal  service will be deemed delivered which it  is  actually
delivered and received by the relevant party.  Any notice sent by
facsimile will be deemed delivered when the confirmation  of  the
successful  transmission  of  the facsimile  is  printed  by  the
facsimile machine and received by the sending party.  Any  notice
sent  by  certified mail will be deemed to have been given  three
(3)  days after the date on which it is mailed.  No objection may
be made to the manner of delivery of any notice actually received
in  writing by an authorized agent of a party.  Notices  will  be
addressed  as  follows or to such other address as the  party  to
whom  the same is directed will have specified in conformity with
the foregoing:

               (a)  If to Buyer:

                                  Home Box Office
                                  2049 Century Park East
                                  Suite 4100
                         Los Angeles, California  90067
                                    Attention:   Executive   Vice
                    President, General Counsel
                                  Telecopy No.:  (310) 201-9550

                             With a copy to:

                                  O'Melveny & Myers LLP
                                  1999 Avenue of the Stars
                                  Suite 700
                                     Los    Angeles,   California
                    90067
                                    Attention:   David  I.  Weil,
                    Esq.
                                  Telecopy No.:  (310) 246-6779

               (b)  If to Seller:

                                  Cinema Plus, L.P.
                                    c/o   Entertainment   Finance
                    Services, Inc.
                                  110 East 59th Street
                         Suite 2100
                         New York, New York  10022
                                     Attention:     Bradley    J.
                    Wechsler
                                  Telecopy No.:  (212) 371-5510

                             With a copy to:

                                  Coblence & Warner
                         415 Madison Avenue
                         New York, New York  10017
                         Attention:  Patricia Crown, Esq.
                         Telecopy No.:  (212) 593-9058

           9.7  Third Party Benefits.  None of the provisions  of
this Agreement will be for the benefit of, or enforceable by, any
third-party beneficiary.

           9.8  Governing Law; Jurisdiction.  This Agreement  has
been negotiated and entered into in the State of California,  and
all  questions with respect to the Agreement and the  rights  and
liabilities of the parties will be governed by the laws  of  that
state,  regardless of the choice of law provisions of  California
or  any  other  jurisdiction.  Any and all disputes  between  the
parties which may arise pursuant to this Agreement will be  heard
and  determined  before  an appropriate federal  or  state  court
located   in   Los  Angeles,  California.   The  parties   hereto
acknowledge that such court has the jurisdiction to interpret and
enforce  the  provisions of this Agreement and the parties  waive
any  and  all  objections  that they  may  have  as  to  personal
jurisdiction or venue in any of the above courts.

           9.9   Waivers Strictly Construed.  With regard to  any
power, remedy or right provided herein or otherwise available  to
any  party hereunder (i) no waiver or extension of time  will  be
effective unless expressly contained in a writing signed  by  the
waiving party; and (ii) no alteration, modification or impairment
will  be  implied by reason of any previous waiver, extension  of
time, delay or omission in exercise, or other indulgence.

           9.10  Illegality.  Nothing herein contained  shall  be
construed to require the performance by either party of  any  act
contrary  to  law.   In  the event of any  conflict  between  any
provision  hereof  and  any law or governmental  regulation,  the
latter  shall prevail, but in such event the affected  provisions
of this Agreement shall be curtailed only to the extent necessary
to bring them within the requirement of such law or regulation.

          9.11 Relationship of Parties.  Nothing herein contained
shall  be  deemed  to constitute a partnership between  or  joint
venture  by  the parties, nor shall either party  be  deemed  the
agent of the other.  Neither party shall hold itself out contrary
to the provisions hereof.

           9.12  Successors  and Assigns.  This  Agreement  shall
inure to the benefit of and shall be binding on the parties,  and
their  respective successors and assigns except that  Seller  may
not assign its rights or obligations under this Agreement without
the  prior  written  consent  of  Buyer  and  any  assignment  in
violation  of  this Section shall be null and  void.   Buyer  may
assign  its  rights and obligations under this Agreement  to  any
Affiliate.

          9.13 Rules of Construction.

                9.13.1     Headings.   The  Article  and  Section
headings  in  this Agreement are inserted only  as  a  matter  of
convenience, and in no way define, limit, or extend or  interpret
the  scope  of  this  Agreement or of any particular  Article  or
Section.

                 9.13.2     Tense  and  Case.   Throughout   this
Agreement,  as the context may require, references  to  any  word
used  in  one  tense or case shall include all other  appropriate
tenses or cases.

               9.13.3    Severability.  The validity, legality or
enforceability  of the remainder of this Agreement  will  not  be
affected  even if one or more of the provisions of this Agreement
is held to be invalid, illegal or unenforceable in any respect.

           9.14  Counterparts.  This Agreement  may  be  executed
simultaneously in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one
and the same instrument.



          [Remainder of Page Intentionally Left Blank]

          IN WITNESS WHEREOF, the parties hereto have duly caused
the  execution of this Agreement by its authorized representative
as of the date first above written.

                                                  SELLER:

                              CINEMA PLUS, L.P.

                                                              By:
                                   HBO Film Management, Inc.,
                                   its Managing General Partner



                                   By:      /s/     Perry      S.
Schneider
                                          Name:             Perry
Schneider
                                          Title:             Vice
President



                                                              By:
                                   Entertainment          Finance
                                   Services, Inc.,
                                                              its
                              Administrative General Partner



                                  By:      /s/     Bradley     J.
Wechsler
                                    Name:        Bradley       J.
Wechsler
                                 Title:    President   and   Sole
Director


                                                  BUYER:

                              HOME BOX OFFICE,
                                a   division   of   Time   Warner
Entertainment
                              Company, L.P.



                                     By:         /s/       Robert
Roth
                                         Name:             Robert
Roth
                                          Title:             Vice
President
<PAGE>
                           EXHIBIT 7.5
                    Assignment of Copyright


          For good and valuable consideration, the receipt of
which is hereby acknowledged, Cinema Plus, L.P., a Delaware
limited partnership, hereby assigns, transfers, sets over and
conveys to Home Box Office, a division of Time Warner
Entertainment Company, L.P. of [address], all right, title and
interest in and to the motion pictures set forth in Schedule 1
attached hereto including the copyright and all other proprietary
rights therein, throughout the world, and further including any
and all causes of action for infringements of the same, past,
present, and future, and all of the proceeds from the foregoing
accrued and unpaid and hereafter accruing.

          In witness whereof the undersigned has executed the
foregoing this _____ day of ___________, 19___.

Cinema Plus, L.P.              By:  Entertainment Finance
By: HBO Film Management,       Services, Inc.,
     Inc., its Managing                   its Administrative
     General Partner           General Partner
                               
                               
                      By:                            By:
                      Name:                          Name:
                      Title:                         Title:
                               


STATE OF                 )
                         ) ss.
COUNTY OF                )

     On____________________, before me, ______________________,
Notary Public, personally appeared________________________,
personally known to me OR proved to me on the basis of
satisfactory evidence to be the person(s) whose name 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 and official seal


                                 SIGNATURE OF NOTARY
                           SCHEDULE 1

                            Pictures



Don't Tell Mom the Babysitter's Dead

Switch

Ricochet

Mom and Dad Save the World
<PAGE>
                                                   EXHIBIT 7.7

                          Bill of Sale


          For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and pursuant to the
Purchase and Sale Agreement dated as of September ___, 1997 (the
("Agreement") between Home Box Office, a division of Time Warner
Entertainment Company, L.P. ("Buyer"), and Cinema Plus, L.P., a
Delaware limited partnership ("Seller"), and intending to be
legally bound hereby, Seller hereby unconditionally and
irrevocably transfers to Buyer and its successors and assigns,
all of Seller's right, title, and interest in and to the Assets
(as that term is defined in the Agreement).

          Seller hereby covenants and agrees that, without
further consideration, at any time and from time to time after
the date hereof, it will execute and deliver to Buyer such
further instruments and take such other commercially reasonable
action, all upon the reasonable request of Buyer, in order to
more effectively transfer all or any portion of the Assets to
Buyer, and to assure and confirm to any other person the
ownership of the Assets by Buyer, and as may be necessary to
carry out the purposes of this Bill of Sale and the Agreement.

          This Bill of Sale shall be binding upon and inure to
the benefit of Buyer and Seller and their respective successors
and assigns.

          IN WITNESS WHEREOF, Seller has caused this Bill of Sale
to be executed as of this ___ day of ________, 1997.

                              CINEMA PLUS, L.P.
                              By:  HBO Film Management, Inc.,
                                   its Managing General Partner


                              By:
                              Name:
                              Title:


                              By:  Entertainment Finance
Services, Inc.,
                                   its Administrative General
Partner


                              By:
                              Name:
                              Title:


AGREED AND ACCEPTED:

HOME BOX OFFICE,
a division of Time Warner
Entertainment Company, L.P.


By:
Name:
Title:

<PAGE>
                      TABLE OF CONTENTS


1.   Agreement to Purchase and Sell                             1
          1.1                                         Acquisition       1
          1.2                                             Closing       2
          1.3                                            Transfer       2
          1.4                                           Sales Tax       2

2.   Consideration                                              2
          2.1                                        Cash Payment       2
          2.2                   Assumption of Certain Obligations       2
          2.3                              Payment of Receivables       2

3.   Representations and Warranties of Seller                   2
          3.1                                Existence and Rights       2
          3.2                                Agreement Authorized       2
          3.3                                         No Conflict       3
          3.4                                           Ownership       3
          3.5                                   Rights Unimpaired       3
          3.6                     Non-Infringement and Litigation       3
          3.7                                           Clearance       4
          3.8                      Bankruptcy; Liens/Encumbrances       4
          3.9                                               Music       4
          3.10                                   Insurance Claims       4
          3.11                                      Contingencies       4
          3.12                                Compliance with Law       4
          3.13                  Guild Obligations; Participations       4
          3.14                                        Commissions       5
          3.15                  Accuracy of Information Furnished       5

4.   Representations and Warranties of Buyer                    5
          4.1                                Existence and Rights       5
          4.2                                Agreement Authorized       5
          4.3                                         No Conflict       5
          4.4                                         Commissions       6

5.   Covenants of Seller                                        6
          5.1                Conduct of Business Prior to Closing       6
          5.2                                Representations True       6
          5.3                                              Access       6
          5.4                                             Permits       7
          5.5                                 Physical Properties       7
          5.6                       Delivery of Books and Records       7
          5.7                                     Account Notices       7
          5.8                          Performance of Obligations       7
          5.9                                  Good Faith Efforts       7
          5.10                                 Related Agreements       8

6.   Covenants of Buyer                                         8
          6.1                                Representations True       8
          6.2                                             Permits       8
          6.3                                  Good Faith Efforts       8
          6.4                         Guild Assumption Agreements       8

7.   Conditions Precedent to Obligations of Buyer               8
          7.1                      Representations and Warranties       8
          7.2                                           Covenants       8
          7.3                         No Injunction or Litigation       8
          7.4                                   Consents Obtained       9
          7.5                             Assignment of Copyright       9
          7.6                                  Related Agreements       9
          7.7                                        Bill of Sale       9
          7.8                    Assignment of Insurance Policies       9
          7.9                              Notices; Documentation       9
          7.10                    Outstanding Accounts Receivable       9
          7.11                                 No Adverse Changes       9
          7.12                                  Closing Documents       9
          7.13                                 Further Assurances       9

8.   Termination                                               10
          8.1                             Grounds for Termination      10
          8.2                               Effect of Termination      10
          8.3                                   Rights to Proceed      10
          8.4                                Specific Performance      10
          8.5          Survival of Representations and Warranties      10

9.   Miscellaneous                                             10
          9.1                   Complete Agreement; Modifications      10
          9.2                                            Expenses      11
          9.3                              Remedies Not Exclusive      11
          9.4                                         Cooperation      11
          9.5                         Confidentiality Obligations      11
          9.6                                             Notices      11
          9.7                                Third Party Benefits      13
          9.8                         Governing Law; Jurisdiction      13
          9.9                          Waivers Strictly Construed      13
          9.10                                         Illegality      13
          9.11                            Relationship of Parties      13
          9.12                             Successors and Assigns      13
          9.13                              Rules of Construction      13
          9.14                                       Counterparts      14


SCHEDULE A     Definitions
SCHEDULE 3.13  Guild/Participation Agreements

EXHIBIT A      Pictures
EXHIBIT B      Existing Exploitation Agreements
EXHIBIT 5.5(a) Lab Notices
EXHIBIT 5.5(b) Access Notices
EXHIBIT 5.7    Account Notices
EXHIBIT 7.5    Assignment of Copyright
EXHIBIT 7.7    Bill of Sale

Any exhibits or schedules not filed with the Current Report
on Form 8-K dated September 24, 1997 will be supplied to the
Securities and Exchange Commission upon request.



      The Certificate of Limited Partnership of Cinema Plus,
L.P. (the "Limited Partnership") filed on September 10, 1987
and   the   Amended  and  Restated  Certificate  of  Limited
Partnership of the Limited Partnership filed on November 20,
1987 in the Office of the Secretary of State of the State of
Delaware  are  hereby  cancelled, said  Limited  Partnership
shall dissolve on September 30, 1997.  The reason for filing
this  Certificate of Cancellation is that  pursuant  to  the
terms  of  its  Amended  and Restated Agreement  of  Limited
Partnership,  the  Limited  Partnership  dissolves  at   the
expiration of its term on September 30, 1997.

      IN  WITNESS WHEREOF, the undersigned, constituting all
of  the  general partners of such Limited Partnership,  have
executed this Certificate of Cancellation as of the 30th day
of September, 1997.


                         HBO FILM MANAGEMENT, INC.,
                         Managing General Partner


                            By:      /s/George   A.   Cooke,
Jr._______________
                         Title: Vice President-


                           ENTERTAINMENT  FINANCE  SERVICES,
INC.,
                         Administrative General Partner


                             By:       /s/    Bradley     J.
Wecshler_______________
                         Title: President and Sole Director


The undersigned, being a general partner of  Cinema Plus,
L.P. (the "Limited Partnership"), an authorized foreign
limited partnership duly organized and existing under the
laws of  the State of Delaware, hereby certifies pursuant to
Section 121-905 of the Revised Limited Partnership Act of
New York as follows:

     1.  The name of the Limited Partnership as it appears
on the index of names of existing domestic or authorized
foreign limited partnerships in the Department of State is
Cinema Plus, L.P.

     2.  The jurisdiction of organization of the Limited
Partnership is the State of Delaware

     3.  The Limited Partnership surrenders its authority to
do business in the State of New York.

     4.  The Limited Partnership consents that process
against it in any action or special proceeding based upon
any liability or obligation incurred by it within the State
of New York before the filing of this certificate of
surrender may be served on the Secretary of State, after the
filing of hereof, in the manner set forth in Section 121-109
of the Revised Limited Partnership Act of New York.

     5.  The post office address to which the Secretary of
State shall mail a copy of any process served upon him
against the Limited Partnership is Entertainment Finance
Services, Inc., 110 East 59th Street, Suite 2100, New York,
New York 10022.

     IN WITNESS WHEREOF, the undersigned, a general partner
of the Limited Partnership, has executed this Certificate of
Surrender of Authority as of the 30th day of September 1997
and affirms that the statements contained herein are true
under penalties of perjury.

                         ENTERTAINMENT FINANCE SERVICES,
INC.,
                         Administrative General Partner


                         By:   /s/ Bradley J. Wecshler
____________
                         Title: President and Sole Director



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