EMPLOYMENT AGREEMENT

This Employment Agreement, dated as of January 1, 2005 (as amended and otherwise modified, the Agreement), between Loews Cineplex Entertainment Corporation, a Delaware corporation (the Company) and Travis Reid (the Executive).

RECITALS

WHEREAS, the operations of the Company and its Affiliates are a complex matter requiring direction and leadership in a variety of arenas, including financial, strategic planning, regulatory, community relations and others;

WHEREAS, the Executive is possessed of certain experience and expertise that qualify him to provide the direction and leadership required by the Company and its Affiliates; and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company therefore wishes to employ the Executive as its President and Chief Executive Officer and the Executive wishes to accept such employment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts employment.

2. Term. Subject to earlier termination as hereafter provided, this Agreement shall have an original term of three years commencing on the date hereof and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least three months prior to the expiration of the original or any extension term that the Agreement is not to be extended. The term of this Agreement, as from time to time extended or renewed, is hereafter referred to as the Term.

3. Capacity and Performance.

(a) During the Term, the Executive shall serve the Company as its President and Chief Executive Officer with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Board of Directors of the Company (the Board). In addition, and without further compensation, the Executive shall serve as a member of the Board, and as a director and/or officer of one or more of the Companys Affiliates if so elected or appointed from time to time.

(b) During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform such customary duties and responsibilities on behalf of the Company and its Affiliates as may be designated from time to time by the Board.

(c) During the Term, the Executive shall devote his full business time to the discharge of his duties and responsibilities hereunder subject to reasonable absences in accordance with Company policy for vacation and illness. The Executive shall not engage in any other business activity during the Term, but shall be permitted to serve in any industry, trade, professional or academic position during the Term that is consistent with his position with the Company provided that the Executive gives notice of such position to the Board.

4. Compensation and Benefits. As compensation for all services performed by the Executive hereunder during the Term, the Executive will be entitled to the following:

(a) Base Salary. During the Term, the Company shall pay the Executive a base salary at the rate of Five Hundred Seventy-Five Thousand Dollars ($575,000) per annum through December 31, 2004 and Six Hundred Thousand Dollars ($600,000) per annum thereafter, payable in accordance with the payroll practices of the Company for its executives (as such amount may be increased from time to time, the Base Salary). The Board shall review the Base Salary not less frequently than annually for consideration of increase.

(b) Annual Bonus. During the Term, with respect to each of the Companys fiscal years that ends on or after December 31, 2005, the Executive will be eligible to receive a bonus (the Annual Bonus) of between 50% and 100% of his Base Salary with a target of 75% of the Base Salary (the Target Bonus) based on achieving certain business goals and targets established by the Board not later than February 1^st of each such fiscal year after consultation with the Executive; provided that the Executive will not receive an Annual Bonus if the Company fails to achieve the business goals and targets corresponding to a 50% Annual Bonus. With respect to the fiscal year ending on December 31, 2004, the Executive will be eligible to receive a bonus in accordance with the bonus program currently in place and the arrangements set forth in Section 3(c) of the employment agreement between the Executive and the Company dated March 1, 2002. All payments of Annual Bonus amounts shall be made in cash lump sum not later than ten days following approval by the Board of the audited financial statements of the Company (or its Affiliates, as appropriate) for the fiscal year to which the bonus relates, subject to the right of the Executive to elect deferral of payment under an applicable deferred compensation plan if one is approved by the Board.

(c) Vacations. During the Term, the Executive shall be entitled to four (4) weeks of vacation per year, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company.

(d) Other Benefits. During the Term and subject to any contribution therefor generally required of executives of the Company, the Executive shall be entitled to participate in any and all employee benefit plans, policies and perquisites from time to time in effect for executives of the Company generally, except to the extent such plans are in a category of benefit otherwise provided to the Executive (e.g., severance pay). Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company may alter, modify, add to or delete its

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