ENTERTAINMENT PROPERTIES TRUST
MISSISSAUGA AMENDING AGMTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>form8k_31004ex105.txt
<DESCRIPTION>MISSISSAUGA AMENDING AGMTS
<TEXT>
                                                                    Exhibit 10.5




                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.









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


                               AMENDING AGREEMENT

                                DECEMBER 3, 2003


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


<PAGE>




                               AMENDING AGREEMENT

     Amending Agreement dated December 3, 2003 between Courtney Square Ltd., EPR
North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign,  set over and convey to the EPR North Trust (the "PURCHASER"),
          an affiliate of Entertainment  Properties Trust ("EPR"),  the Property
          and certain  related  property  and assets  constituting  the Purchase
          Assets  upon the terms and  conditions  contained  in the  Mississauga
          Entertainment  Centrum Purchase Agreement dated November 14, 2003 (the
          "PURCHASE AGREEMENT"); and

     (b)  The Vendor and the  Purchaser  have agreed to extend the Closing  Date
          and the Due Diligence Date in the Purchase  Agreement on the terms and
          conditions set forth in this amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the parties agree
as follows:

SECTION 1 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 2 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The  definition  of  "CLOSING  DATE" in  Section  1.1 of the  Purchase
          Agreement is deleted and the following is substituted:

          "CLOSING DATE" means 10:00a.m.  on Thursday,  January 15, 2003 or such
          other date that is otherwise agreed to by the parties; and

     (b)  The definition of "DUE DILIGENCE  DATE" in Section 1.1 of the Purchase
          Agreement is deleted and the following is substituted:

          "DUE DILIGENCE DATE" means 5:00 p.m.  (Toronto time) on the date which
          is the earlier of (i) the day after the date upon which EPR receives a
          commitment letter from its lender, and (ii) Friday, December 19, 2003.

<PAGE>

SECTION 3 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Vendor,  the  Purchaser or any other Person shall mean and be a reference
to the  Purchase  Agreement  as amended by this  amending  agreement.  Except as
specifically  amended by this amending  agreement,  the Purchase Agreement shall
remain in full force and effect and is hereby ratified and confirmed.

SECTION 4 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 5 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the parties adopt any signatures received by a receiving fax machine as
the original signatures of the parties.


     IN WITNESS  WHEREOF the parties have executed this Agreement as of the date
hereof.


                                       ENTERTAINMENT PROPERTIES TRUST


                                       By:
                                              ----------------------------------



                                       By:
                                              ----------------------------------


                                      EPR NORTH TRUST


                                      By:
                                              ----------------------------------



                                       COURTNEY SQUARE LTD., in its capacities
                                       as general partner and nominee of
                                       Courtney Square Limited Partnership


                                       By:
                                              ----------------------------------



                                       By:
                                              ----------------------------------


<PAGE>


                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.









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


                               AMENDING AGREEMENT

                                DECEMBER 19, 2003


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


<PAGE>





                               AMENDING AGREEMENT

     Amending  Agreement  dated December 19, 2003 between  Courtney Square Ltd.,
EPR North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign,  set over and convey to the EPR North Trust (the "PURCHASER"),
          an affiliate of Entertainment  Properties Trust ("EPR"),  the Property
          and certain  related  property  and assets  constituting  the Purchase
          Assets  upon the terms and  conditions  contained  in the  Mississauga
          Entertainment  Centrum Purchase  Agreement dated November 14, 2003, as
          amended by an amending agreement between the Vendor, Purchaser and EPR
          dated December 3, 2003 (the "PURCHASE AGREEMENT"); and

     (b)  The Vendor and the  Purchaser  have agreed to extend the Closing  Date
          and the Due Diligence Date in the Purchase  Agreement on the terms and
          conditions set forth in this amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the parties agree
as follows:

SECTION 6 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 7 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The  definition  of  "CLOSING  DATE" in  Section  1.1 of the  Purchase
          Agreement is deleted and the following is substituted:

          "CLOSING DATE" means 10:00a.m.  on Thursday,  January 22, 2004 or such
          other date that is otherwise agreed to by the parties; and

     (b)  The definition of "DUE DILIGENCE  DATE" in Section 1.1 of the Purchase
          Agreement is deleted and the following is substituted:

          "DUE DILIGENCE DATE" means 5:00 p.m. (Toronto time) on Monday, January
          5, 2004 or such other date that is otherwise agreed to by the parties.

SECTION 8 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Vendor,  the  Purchaser or any other Person shall mean and be a reference
to the  Purchase  Agreement  as amended by this  amending  agreement.  Except as
specifically  amended by this amending  agreement,  the Purchase Agreement shall
remain in full force and effect and is hereby ratified and confirmed.

SECTION 9 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 10 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the parties adopt any signatures received by a receiving fax machine as
the original signatures of the parties.


     IN WITNESS  WHEREOF the parties have executed this Agreement as of the date
hereof.


EPR NORTH TRUST                             ENTERTAINMENT PROPERTIES TRUST


By:                                         By:
   ---------------------------                  --------------------------------



                                            COURTNEY SQUARE LTD., in its
                                            capacities as general partner and
                                            nominee of Courtney Square Limited
                                            Partnership


                                            By:
                                               ---------------------------------

<PAGE>


                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.









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


                               AMENDING AGREEMENT

                                 JANUARY 5, 2004


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


<PAGE>



                               AMENDING AGREEMENT

     Amending  Agreement dated January 5, 2004 between Courtney Square Ltd., EPR
North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign,  set over and convey to the EPR North Trust (the "PURCHASER"),
          an affiliate  of  Entertainment  Properties  Trust ("EPR" and together
          with the Vendor and the Purchaser,  the  "PARTIES"),  the Property and
          certain related  property and assets  constituting the Purchase Assets
          upon  the  terms  and   conditions   contained   in  the   Mississauga
          Entertainment  Centrum Purchase  Agreement dated November 14, 2003, as
          amended by an amending agreement between the Parties dated December 3,
          2003 and an amending  agreement between the Parties dated December 19,
          2003 (the "PURCHASE AGREEMENT"); and

     (b)  The  Parties  have  agreed to  extend  the Due  Diligence  Date in the
          Purchase  Agreement  on the  terms  and  conditions  set forth in this
          amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the Parties agree
as follows:

SECTION 11 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 12 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The definition of "DUE DILIGENCE  DATE" in Section 1.1 of the Purchase
          Agreement is deleted and the following is substituted:

          "DUE DILIGENCE DATE" means 5:00 p.m. (Toronto time) on Friday, January
          9, 2004 or such other date that is otherwise agreed to by the Parties.

SECTION 13 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Vendor,  the  Purchaser or any other Person shall mean and be a reference
to the  Purchase  Agreement  as amended by this  amending  agreement.  Except as
specifically  amended by this amending  agreement,  the Purchase Agreement shall
remain in full force and effect and is hereby ratified and confirmed.

SECTION 14 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 15 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the Parties adopt any signatures received by a receiving fax machine as
the original signatures of the Parties.


     IN WITNESS  WHEREOF the Parties have executed this Agreement as of the date
hereof.


EPR NORTH TRUST                          ENTERTAINMENT PROPERTIES TRUST


By:                                      By:
   --------------------------------         ------------------------------------



                                         COURTNEY SQUARE LTD., in its capacities
                                         as general partner and nominee of
                                         Courtney Square Limited Partnership


                                         By:
                                            ------------------------------------


<PAGE>


                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.










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


                               AMENDING AGREEMENT

                                 JANUARY 9, 2004


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


<PAGE>




                               AMENDING AGREEMENT

     Amending  Agreement dated January 9, 2004 between Courtney Square Ltd., EPR
North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign,  set over and convey to the EPR North Trust (the "PURCHASER"),
          an affiliate  of  Entertainment  Properties  Trust ("EPR" and together
          with the Vendor and the Purchaser,  the  "PARTIES"),  the Property and
          certain related  property and assets  constituting the Purchase Assets
          upon  the  terms  and   conditions   contained   in  the   Mississauga
          Entertainment  Centrum  Purchase  Agreement dated November 14, 2003 as
          amended by an amending  agreement  between the Parties dated  December
          31, 2003, an amending agreement between the Parties dated December 19,
          2003, and an amending  agreement  between the Parties dated January 5,
          2004 (collectively, the "PURCHASE AGREEMENT"); and

     (b)  The  Parties  have  agreed  to  extend  the  Closing  Date and the Due
          Diligence  Date in the Purchase  Agreement on the terms and conditions
          set forth in this amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the Parties agree
as follows:

SECTION 16 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 17 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The  definition  of  "CLOSING  DATE" in  Section  1.1 of the  Purchase
          Agreement is deleted and the following is substituted:

          "CLOSING DATE" means 10:00a.m.  on Tuesday,  February 24, 2004 or such
          other date that is otherwise agreed to by the Parties; and

     (b)  The definition of "DUE DILIGENCE  DATE" in Section 1.1 of the Purchase
          Agreement is deleted and the following is substituted:

          "DUE DILIGENCE DATE" means 12:00p.m. (Toronto time) on Friday, January
          16,  2004 or  such  other  date  that is  otherwise  agreed  to by the
          Parties.

SECTION 18 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Parties or any other Person shall mean and be a reference to the Purchase
Agreement as amended by this amending agreement.  Except as specifically amended
by this amending  agreement,  the Purchase  Agreement shall remain in full force
and effect and is hereby ratified and confirmed.

SECTION 19 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 20 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the Parties adopt any signatures received by a receiving fax machine as
the original signatures of the Parties.


     IN WITNESS  WHEREOF the Parties have executed this Agreement as of the date
hereof.



EPR NORTH TRUST                          ENTERTAINMENT PROPERTIES TRUST


By:                                      By:
   --------------------------------         ------------------------------------



                                         COURTNEY SQUARE LTD., in its capacities
                                         as general partner and nominee of
                                         Courtney Square Limited Partnership


                                         By:
                                            ------------------------------------



<PAGE>






                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.










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


                               AMENDING AGREEMENT

                                JANUARY 16, 2004


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



                               AMENDING AGREEMENT

     Amending Agreement dated January 16, 2004 between Courtney Square Ltd., EPR
North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign,  set over and convey to the EPR North Trust (the "PURCHASER"),
          an affiliate  of  Entertainment  Properties  Trust ("EPR" and together
          with the Vendor and the Purchaser,  the  "PARTIES"),  the Property and
          certain related  property and assets  constituting the Purchase Assets
          upon  the  terms  and   conditions   contained   in  the   Mississauga
          Entertainment  Centrum  Purchase  Agreement dated November 14, 2003 as
          amended by an amending agreement between the Parties dated December 3,
          2003, an amending  agreement  between the Parties  dated  December 19,
          2003, an amending agreement between the Parties dated January 5, 2004,
          and an amending  agreement  between the Parties  dated January 9, 2004
          (collectively, the "PURCHASE AGREEMENT"); and

     (b)  The  Parties  have  agreed to  extend  the Due  Diligence  Date in the
          Purchase  Agreement  on the  terms  and  conditions  set forth in this
          amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the Parties agree
as follows:

SECTION 21 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 22 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The definition of "DUE DILIGENCE  DATE" in Section 1.1 of the Purchase
          Agreement is deleted and the following is substituted:

          "DUE  DILIGENCE  DATE" means 5:00 p.m.  (Toronto  time) on  Wednesday,
          January 21, 2004 or such other date that is otherwise agreed to by the
          Parties.

SECTION 23 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Parties or any other Person shall mean and be a reference to the Purchase
Agreement as amended by this amending agreement.  Except as specifically amended
by this amending  agreement,  the Purchase  Agreement shall remain in full force
and effect and is hereby ratified and confirmed.

SECTION 24 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 25 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the Parties adopt any signatures received by a receiving fax machine as
the original signatures of the Parties.


     IN WITNESS  WHEREOF the Parties have executed this Agreement as of the date
hereof.



EPR NORTH TRUST                          ENTERTAINMENT PROPERTIES TRUST


By:                                      By:
   --------------------------------         ------------------------------------



                                         COURTNEY SQUARE LTD., in its capacities
                                         as general partner and nominee of
                                         Courtney Square Limited Partnership


                                         By:
                                            ------------------------------------



<PAGE>




                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.










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


                               AMENDING AGREEMENT

                                JANUARY 21, 2004


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


<PAGE>


                               AMENDING AGREEMENT

     Amending Agreement dated January 21, 2004 between Courtney Square Ltd., EPR
North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign,  set over and convey to the EPR North Trust (the "PURCHASER"),
          an affiliate  of  Entertainment  Properties  Trust ("EPR" and together
          with the Vendor and the Purchaser,  the  "PARTIES"),  the Property and
          certain related  property and assets  constituting the Purchase Assets
          upon  the  terms  and   conditions   contained   in  the   Mississauga
          Entertainment  Centrum  Purchase  Agreement dated November 14, 2003 as
          amended by an amending agreement between the Parties dated December 3,
          2003, an amending  agreement  between the Parties  dated  December 19,
          2003, an amending agreement between the Parties dated January 5, 2004,
          an amending  agreement  between the Parties dated January 9, 2004, and
          an  amending  agreement  between the  Parties  dated  January 16, 2004
          (collectively, the "PURCHASE AGREEMENT"); and

     (b)  The  Parties  have  agreed to  extend  the Due  Diligence  Date in the
          Purchase  Agreement  on the  terms  and  conditions  set forth in this
          amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the Parties agree
as follows:

SECTION 26 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 27 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The definition of "DUE DILIGENCE  DATE" in Section 1.1 of the Purchase
          Agreement is deleted and the following is substituted:

          "DUE DILIGENCE DATE" means 5:00 p.m. (Toronto time) on Friday, January
          23,  2004 or  such  other  date  that is  otherwise  agreed  to by the
          Parties.

SECTION 28 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Parties or any other Person shall mean and be a reference to the Purchase
Agreement as amended by this amending agreement.  Except as specifically amended
by this amending  agreement,  the Purchase  Agreement shall remain in full force
and effect and is hereby ratified and confirmed.

SECTION 29 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 30 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the Parties adopt any signatures received by a receiving fax machine as
the original signatures of the Parties.


     IN WITNESS  WHEREOF the Parties have executed this Agreement as of the date
hereof.



EPR NORTH TRUST                          ENTERTAINMENT PROPERTIES TRUST


By:                                      By:
   --------------------------------         ------------------------------------



                                         COURTNEY SQUARE LTD., in its capacities
                                         as general partner and nominee of
                                         Courtney Square Limited Partnership


                                         By:
                                            ------------------------------------


<PAGE>




                                     NOTICE

TO:      courtney Square Ltd. (the "VENDOR")

FROM:    EPR North Trust (the "PURCHASER")

DATE:    January 23, 2004

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

     This  Notice  is  delivered  to  you  pursuant  to  Section  8.2(a)  of the
Mississauga  Entertainment  Centrum Purchase  Agreement dated as of November 14,
2003 (as amended in accordance with the terms thereof, the "PURCHASE AGREEMENT")
by and between the Vendor, the Purchaser and Entertainment Properties Trust. All
defined  terms set forth in this Notice shall have the  respective  meanings set
forth in the Purchase Agreement.

     The Purchaser hereby acknowledges and confirms the following:

1.   it has completed its due diligence relating to the Property,  the Permitted
     Encumbrances, and the Mandatory Assumed Contracts to its satisfaction;

2.   it is waiving its requirement to be satisfied with respect to any financing
     it requires to complete the purchase of the Purchase Assets;

3.   it has  satisfied  itself that all  consents  necessary or  appropriate  to
     consummate the  transactions  contemplated  in the Purchase  Agreement have
     been,  or will be obtained  by Closing,  save and except for the Land Lease
     Consents  which remain a condition to Closing as provided in Section 8.2(g)
     of the Purchase Agreement; and

4.   it has determined that the transactions  contemplated herein do not violate
     any law or regulation applicable to the Purchaser or EPR.

     Notwithstanding  any of the foregoing,  including the waiver in paragraph 2
above, the Vendor agrees by execution of this Notice that Closing is conditional
on (i) the First Mortgage having been advanced to the Purchaser (which condition
is for the exclusive benefit of the Purchaser), unless the failure to advance is
as a result of the  Purchaser's  default of the terms of the  commitment  letter
issued to it, and (ii) the Purchase  Agreement being amended on the terms of the
amending agreement  respecting the Purchase Agreement  substantially in the form
circulated  by  Stikeman   Elliott  LLP  on  January  19,  2004  (the  "AMENDING
AGREEMENT").

     The Purchaser  agrees to cause EPR to purchase the Note issued  pursuant to
Section  3.5(1)(b) of the Purchase  Agreement in exchange for that number of EPR
common stock calculated in accordance with the following formula:

Number of EPR     =                     Canadian $6,840,123.00
common stock            ------------------------------------------------------
                        US $36.25  converted  to  Canadian  dollars  using the
                        Bank of Canada Noon Rate on the Closing Date


     The  Purchaser  acknowledges  that the Vendor's  obligation to complete the
transaction  contemplated in the Purchase Agreement shall be conditional upon it
obtaining  approval from the Purchaser's lender with respect to the Covenant not
to Encumber  and  Covenant not to  Transfer,  to be  registered  on title to the
Property.

     The parties agree that Section  3.4(2) of the Purchase  Agreement  shall be
amended to replace "Four Million Three Hundred Thousand ($4,300,000.00) Dollars"
with "Five Million Five Hundred Thousand ($5,500,000.00) Dollars."

Agreed to by the parties this 23rd day of January, 2004.


EPR NORTH TRUST                          ENTERTAINMENT PROPERTIES TRUST


By:                                      By:
   --------------------------------         ------------------------------------



                                         COURTNEY SQUARE LTD., in its capacities
                                         as general partner and nominee of
                                         Courtney Square Limited Partnership


                                         By:
                                            ------------------------------------

<PAGE>




                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                              COURTNEY SQUARE LTD.









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


                               AMENDING AGREEMENT

                                FEBRUARY 24, 2004


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




<PAGE>


                               AMENDING AGREEMENT

     Amending  Agreement  dated as of February 24, 2004 between  Courtney Square
Ltd., EPR North Trust and Entertainment Properties Trust.

     RECITALS:

     (a)  Courtney  Square Ltd.  (the  "VENDOR")  has agreed to sell,  transfer,
          assign, set over and convey to EPR North Trust (the  "PURCHASER"),  an
          affiliate of  Entertainment  Properties Trust ("EPR" and together with
          the Vendor and the Purchaser, the "PARTIES"), the Property and certain
          related property and assets  constituting the Purchase Assets upon the
          terms  and  conditions  contained  in  the  Mississauga  Entertainment
          Centrum  Purchase  Agreement dated as of November 14, 2003, as amended
          by amending  agreements  between the Parties  dated  December 3, 2003,
          December 19, 2003,  January 5, 2004, January 9, 2004, January 16, 2004
          and January 21, 2004 and the notice and amendment  between the parties
          dated January 23, 2004 (the "PURCHASE AGREEMENT"); and

     (b)  The Parties have agreed to amend certain  terms and  conditions of the
          Purchase Agreement, as set forth in this amending agreement.

     In  consideration  of the  foregoing  and the mutual  agreements  contained
herein (the receipt and adequacy of which are  acknowledged),  the Parties agree
as follows:

SECTION 31 DEFINED TERMS.

     Capitalized terms used in this amending agreement and not otherwise defined
have the meanings specified in the Purchase Agreement.

SECTION 32 AMENDMENTS TO ARTICLE 1 OF THE PURCHASE AGREEMENT.

     Section 1.1 of the Purchase  Agreement is amended effective as of this date
as follows:

     (a)  The following definitions shall be added:

          (i)  "EPR CANADA" means EPR Canada,  Inc.,  the owner of the shares of
               the Nominee.

          (ii) "EPR STOCK"  means that  number of shares of common  stock in EPR
               equal to Cdn.$6,840,123 divided by the Canadian Dollar equivalent
               of U.S.$36.25, using the exchange rate published as the noon rate
               by the Bank of Canada on the day prior to the Closing Date.

          (iii) "ESCROW AGENT" has the meaning given to it in Section 3.5(2).

          (iv) "FIRST MORTGAGEE" means the mortgagee under the First Mortgage.

          (v)  "LEASED  UNBUILT  LIBERTY ITM LEASES"  means the leases to Fusion
               Mississauga Inc., c.o.b. as Gordon Biersch,  Cafe Tu Tu Tango and
               Wolfgang Puck."

          (vi) "LEASED  UNBUILT  LIBERTY  ITM  SPACE"  means  the  space  leased
               pursuant to the Leased Unbuilt Liberty ITM Leases.

          (VII)"NOMINEE  INDEMNITY"  has  the  meaning  given  to it in  Section
               3.5(4).

          (viii) "NOMINEE  PLEDGE"  means a security  interest  in favour of the
               Vendor and the Other Vendors  granted by EPR Canada in and to the
               shares of the  Nominee  and the Other  Nominees,  which  security
               interest  shall not be  subordinate  or postponed to any security
               interests in favour of the First Mortgagee.

          (ix) "NOTE PURCHASE  AGREEMENT" means the agreement to be entered into
               between the Vendor, the Other Vendors and EPR on Closing pursuant
               to which the Vendor  shall sell the Note to EPR in return for the
               issuance of the EPR Stock.

          (x)  "OTHER  NOMINEES"  means the nominees which will hold legal title
               to the Other Properties for and on behalf of the Purchaser.

     (b)  The following  definitions and all references thereto in the Agreement
          shall be deleted:

          (i)  ACCELERATION,

          (ii) DISTRIBUTION,

          (iii) EXCHANGEABLE PREFERENCE SECURITIES,

          (iv) FIVE YEAR PAYMENT\STOCK ISSUANCE,

          (v)  LIMITED PARTNERSHIP,

          (vi) LIMITED PARTNERSHIP AGREEMENT,

          (vii) PREFERENCE SECURITIES EXCHANGE

          (viii) PREFERENCE SECURITIES EXCHANGE AGREEMENT, and

          (ix) DEFAULT LC.

     (c)  The following definitions shall be amended, as set out below:

          (i)  "ADDITIONAL  IMPROVEMENTS"  shall be  amended by adding the words
               "prior to  Closing  or" after  the  words  "entered  into" in the
               fourth line.

          (ii) "ANCILLARY  AGREEMENTS" shall be amended by deleting reference to
               the Exchangeable Preferred Securities and the Limited Partnership
               Agreement  and  adding the words  "the Note  Purchase  Agreement"
               after "Default and Security Agreement".

          (iii)"CLOSING  DATE"  shall be amended by  substituting  March 1, 2004
               for February 24, 2004, and adding the following:

               "subject to extension as provided in Section 8.3".

          (iv) "EVENT" the  definition is deleted and the following  substituted
               in its place:

               " "EVENT" means:

               (A)  a default by the  Purchaser,  EPR,  the Nominee or the Other
                    Nominees of their respective covenants and obligations under
                    this Agreement, or any Ancillary Agreement, any of the Other
                    Purchase Agreements or Other Ancillary Agreements, which has
                    not been cured or disputed  within ten (10) Business Days of
                    delivery by the  non-defaulting  party of a notice  alleging
                    default, together with details of such default; or

               (B)  a  transfer  or  assignment  of the  Purchaser's  beneficial
                    interest in the Property or any of the Other  Properties  or
                    the  Nominee's  registered  interest in the  Property or the
                    Other  Nominees'  registered  interest  in any of the  Other
                    Properties,  or a change in control of the Purchaser,  other
                    than a transfer or  assignment  to an affiliate of EPR which
                    has  assumed  the   obligations   of  the  Purchaser  or  as
                    collateral   security  in  connection   with  the  Permitted
                    Financing; or

               (C)  a  default  under  the  First  Mortgage  or  other  mortgage
                    pursuant  to the  Permitted  Financing,  which  has not been
                    cured within the applicable cure period provided for in such
                    First Mortgage; or

               (D)  an Event of  Insolvency in relation to the  Purchaser,  EPR,
                    the Nominee or the Other Nominees;

                    provided that if there is any Dispute as to whether a Person
                    is in default of its  post-closing  obligations  pursuant to
                    this Agreement or any Ancillary  Agreement,  notice of which
                    has  been  delivered  as  provided  in  clause  (A) of  this
                    definition,  such  Dispute  shall  be  determined  by way of
                    arbitration pursuant to Section 10.1 of this Agreement,  and
                    only if such  Person  does not pay or  perform as ordered by
                    the arbitrator  pursuant to such arbitration within ten (10)
                    days of the  order of the  arbitrator  or if the  arbitrator
                    determines  that the  default  exists  and same has not been
                    rectified  within  ten  (10)  days,  shall an  "Event"  have
                    occurred."

          (v)  "LEASED BUILT SPACE" "134,081 square feet" is hereby  substituted
               in place of "134,064 square feet".

          (vi) "LEASED   UNBUILT   SPACE":   "55,606   square  feet"  is  hereby
               substituted  in place of "55,500  square feet" and the  following
               sentence is added: "The parties agree that "Leased Unbuilt Space"
               shall include the Leased Unbuilt Liberty ITM Space".

          (vii)"LIBERTY  ITM  GUARANTEE":  the  definition  is  deleted  and the
               following is substituted in its place:

               ""LIBERTY ITM GUARANTEE  AGREEMENT" means an agreement in respect
               of the  Liberty  ITM  Tenants  to be  delivered  by the Vendor on
               Closing."

          (viii)  "LIBERTY  ITM  TENANTS"  means the  restaurant  tenants of the
               Property  operating  as  Gordon  Biersch,  Cafe Tu Tu  Tango  and
               Wolfgang Puck.

          (ix) "NOTE":   the   definition   is  deleted  and  the  following  is
               substituted in its place:

               ""NOTE" means the  promissory  note to be issued by the Purchaser
               to the  Vendor in  partial  payment  of the  Purchase  Price,  as
               provided in Section 3.5(1)(b),  and to be transferred immediately
               after Closing to EPR in exchange for the EPR Stock as provided in
               the Note Purchase Agreement."

          (x)  "PLEDGE":   the  definition  is  deleted  and  the  following  is
               substituted in its place:

               ""PLEDGE" means a security  interest granted by EPR in and to its
               interest in the  Purchaser  and in the shares of EPR Canada,  the
               exercise  of which,  together  with the  exercise  of the Nominee
               Pledge,  will give the Vendor  effective  control of the Property
               subject only to the First Mortgage."

          (xi) "REGISTRATION RIGHTS AGREEMENT" the definition is deleted and the
               following is substituted in its place:

               ""REGISTRATION RIGHTS AGREEMENT" means an agreement to be entered
               into among, INTER ALIA, EPR, the Vendor and the Other Vendors, in
               connection with the EPR Stock."



SECTION 33 OTHER AMENDMENTS TO THE PURCHASE AGREEMENT.

     The Purchase Agreement is amended effective as of this date as follows:

     (a)  Section 2.4 (2) is amended by adding the following:

          "The  Purchaser's  obligations  to pay and  indemnify  in this Section
          2.4(2) shall survive Closing. Furthermore, EPR agrees to indemnify and
          save  the  Vendor  harmless  from  all  costs,  losses,   damages  and
          liabilities  suffered  or  incurred  by the  Vendor as a result of the
          Purchaser's  failure  to  fulfill  any of  such  obligations,  but not
          including  any  consequential   damages,  (the  "EPR  WITHHOLDING  TAX
          INDEMNITY"),  which EPR Withholding Tax Indemnity shall be embodied in
          a separate closing agreement."

     (b)  The Base Purchase  Price, as defined in Section 3.1, is hereby amended
          by deleting  "Thirty  Million,  Four Hundred and Sixty  Thousand,  One
          Hundred and Fifty-Nine  ($30,460,159.00)  Dollars" and substituting in
          its place "Thirty Million, Four Hundred and Sixty-Five Thousand,  Nine
          Hundred and Fifty-Eight ($30,465,958) Dollars".

     (c)  Section  3.4(2) is amended by deleting  "Four  Million  Three  Hundred
          Thousand  ($4,300,000)  Dollars" and  substituting  in its place "Five
          Million Five Hundred Thousand Dollars ($5,500,000)".

     (d)  Section  3.5(1)(b)  is deleted and the  following  substituted  in its
          place:

          "NOTE.  As to the sum of Six Million Eight Hundred and Forty  Thousand
          One Hundred and Twenty-Three ($6,840,123) Dollars, the Purchaser shall
          issue to the Vendor the Note, which shall immediately be exchanged for
          the EPR Stock."

     (e)  Section 3.5(2) is hereby deleted and the following  substituted in its
          place:

          "LEASED  UNBUILT  SPACE AND UNLEASED  BUILT  SPACE.  In respect of the
          anticipated Additional Lease Adjustments in connection with the Leased
          Unbuilt  Space and Unleased  Built Space,  on or before  Closing,  the
          Purchaser,  the Vendor and Vendor's  Solicitors,  in their capacity as
          escrow agent (the "ESCROW  AGENT") shall enter into an agreement  (the
          "ESCROW AGREEMENT")  pursuant to which the Purchaser shall deliver the
          sum of Three  Million,  Five  Hundred and  Sixty-Two  Thousand,  Eight
          Hundred and Sixty-Four  ($3,562,864)  Dollars  (which amount  excludes
          $2,150,000  of  the   anticipated   profit   portion  of  the  Special
          Adjustments  for the Leased Unbuilt  Liberty ITM Leases),  by way of a
          letter  of  credit in  favour  of the  Vendor,  issued  by a  Canadian
          chartered bank, in a form to be agreed upon prior to the Due Diligence
          Date (the  "ESCROW  LC") or by way of cash to be held in escrow by the
          Escrow  Agent (the "ESCROW  ACCOUNT") as security for the  Purchaser's
          obligations to pay the Additional Lease  Adjustments in respect of the
          Additional  Leases for the Leased  Unbuilt  Space and  Unleased  Built
          Space (the Escrow LC and/or Escrow Account are hereinafter referred to
          as the  "ESCROW  FUND").  To the extent  any  Unleased  Unbuilt  Space
          becomes  leased prior to Closing in accordance  with the provisions of
          this  Agreement (the "NEWLY LEASED  SPACE"),  the Escrow Fund shall be
          increased by an amount equal to the Lease NOI in respect of such Newly
          Leased Space  capitalized  at the rate of eleven (11%)  percent  (i.e.
          Lease NOI divided by .11).  The Escrow Fund shall be reduced from time
          to time as the  applicable  Additional  Lease  Adjustments  are  made.
          Within the first 12 months following Closing,  seven (7) Business Days
          after the earlier of (i) the date on which construction is approved by
          the  Purchaser and (ii) a Lease  Proposal for a substituted  tenant is
          approved by the Purchaser,  as provided herein, where, in either case,
          such  approval  relates to space  under  Leased  Unbuilt  Liberty  ITM
          Leases,  the  Purchaser  agrees to  increase  the  Escrow  Fund by the
          applicable  proportionate  amount of  $2,150,000  which applies to the
          specific Lease."

     (f)  Section 3.5(3) is amended to remove reference to the Default LC and to
          delete "GP Pledge" and substituting "Nominee Pledge" in its place.

     (g)  Section 3.5(4) is hereby deleted and the following  substituted in its
          place:

          "Nominee  Indemnity.  EPR Canada shall agree to indemnify and save the
          Vendor  harmless  from all  costs,  losses,  damages  and  liabilities
          suffered or incurred by the Vendor as a result of the  Purchaser's  or
          EPR's failure to observe or perform any of their respective  covenants
          and   obligations   pursuant  to  this  Agreement  and  the  Ancillary
          Agreements (the "NOMINEE INDEMNITY"), which Nominee Indemnity shall be
          embodied in a separate  closing  agreement and shall be secured by the
          Nominee Pledge, but shall otherwise be non-recourse."

     (h)  The following is hereby added as Section 3.10:

          "VACANT SPACE SHORTFALL  ADJUSTMENT:  On each  anniversary date of the
          Closing Date,  commencing 12 months  following the Closing Date, until
          the 5th  anniversary  date,  the Vendor shall pay to the  Purchaser an
          amount, in respect of the previous 12 months,  equal to the lesser of:
          (i) the common area maintenance  costs,  including  administrative and
          management  fees,  and property taxes  (collectively,  the "COSTS") in
          respect of such period  attributable  to the Unleased  Built Space and
          any  Unleased  Unbuilt  Space  after it becomes  Unleased  Built Space
          during  such  period,  until the date upon which  such  Space  becomes
          leased  and the  tenants  have taken  occupancy  of such Space and are
          obliged  to pay the  Costs  under the  applicable  Lease  (the  "LEASE
          COMMENCEMENT  DATE")  (it being  acknowledged  that  upon  such  Lease
          Commencement  Date, such Space shall no longer be considered  Unleased
          Built Space,  even if it subsequently  becomes vacant or if the Tenant
          is in  default);  and (ii) the total amount of the Costs in respect of
          the Property  for such 12 month  period less the  aggregate of (x) the
          amount  of the  Costs in  respect  of the  Property  recovered  by the
          Purchaser  from the  Tenants  plus (y) the  amount of the  Costs  that
          Tenants  are  required to pay during such period but are in default of
          paying.  These amounts shall be determined  annually and adjusted from
          time to time in the event that any  Tenant  successfully  maintains  a
          challenge  of the  amount  of the  Costs  which it has paid  under its
          Lease."

     (i)  Section  5.1(2) is hereby amended as follows:  The following  shall be
          inserted after the first sentence:

          "The Vendor  acknowledges  that in accordance with certain criteria of
          the  First  Mortgagee,  that  have  been  agreed  to  prior to the Due
          Diligence  Date,  the  approval of the First  Mortgagee  shall also be
          required in connection with certain  proposed  Leases.  In such cases,
          the Purchaser and the Vendor shall  cooperate to ensure that the First
          Mortgagee's  approval is sought as expeditiously as possible,  and, if
          it is refused unreasonably,  to use commercially reasonable efforts to
          negotiate  such  refusal  with the  First  Mortgagee.  Subject  to the
          foregoing,  if approval of a Lease is refused by the First  Mortgagee,
          the  Vendor   waives  its  rights  to  dispute  such  refusal  and  to
          arbitration in relation to such proposed Lease."

     (j)  A new Section 5.1(4) is added as follows:

          "(4) The Purchaser  acknowledges  and agrees that all Leases of Leased
          Unbuilt  Space  have been  pre-approved  by it and  shall not  require
          submission of Lease Proposals.  The Purchaser further acknowledges and
          agrees that if the Vendor  gives it Notice  under the Liberty ITM Head
          Lease that it is proceeding  with the signed  Liberty ITM Tenant,  the
          Lease to such Tenant has also been  pre-approved and shall not require
          submission of a Lease Proposal.

     (k)  A new Section 5.6(3) shall be added as follows:

          "(3) The Vendor  covenants  and agrees to  construct  and/or  complete
          construction  of all  Leased  Unbuilt  Space  in  accordance  with the
          provisions  of this  Section  5.6;  provided  that with respect to the
          Leased Unbuilt Liberty ITM Space,  the Vendor shall only be obliged to
          construct  such space if and when the Vendor  provides  Notice that it
          elects to proceed with the applicable Liberty ITM Lease, in which case
          the Vendor shall comply with the  provisions  of this  agreement  with
          respect to Construction of Additional Improvements."

     (l)  Section 5.8(6) is deleted and the following substituted therefore:

          "The  Purchaser  shall  make a  Construction  Advance to the Vendor on
          Closing  in an  aggregate  amount  of  $2,134,860  on  account  of and
          allocated among the following Leases as follows:

                  LEASE                                       AMOUNT
                  -----                                       ------
                  Family Fitness                              $2,134,860

     (m)  Section  6.2(b) shall be amended by deleting the portion of the second
          sentence following the definition of the Property Management Indemnity
          and substituting the following for it:

          "shall  include   provisions   with  respect  to  such  damages  being
          satisfied, at the Vendor's option, by way of a direction to the Escrow
          Agent to reduce the Escrow  Account by the amount of such  damages and
          remit  such  amount  to the  Purchaser,  or by way of a notice  to the
          Purchaser to satisfy such amount out of the cash,  letter of credit or
          escrowed  shares held by the  Purchaser  as  security  pursuant to the
          Liberty  ITM  Guarantee  Agreement,  in which  case the  Vendor  shall
          immediately replace such security."

     (n)  Section 6.2(e) is amended to remove reference to the Default LC.

     (o)  Section 6.4(1) is hereby deleted.

     (p)  Section 6.6 is hereby  deleted and the  following  substituted  in its
          place:

          "COVENANT  NOT TO ENCUMBER AND  COVENANT NOT TO TRANSFER.  The Vendor,
          Other Vendors, Purchaser,  Nominee, Other Nominees, EPR Canada and EPR
          shall  enter into an  agreement  which  restricts  the  ability of the
          parties  (other  than the Vendor and Other  Vendors)  to  transfer  or
          encumber  their  respective  interests in, inter alia,  the Purchaser,
          Nominee, Other Nominees,  Property, or Other Properties (the "COVENANT
          NOT  TO  ENCUMBER  AND  COVENANT  NOT  TO  TRANSFER  AGREEMENT").  The
          aforesaid  agreement  shall include the joint and several  covenant of
          the  Purchaser,  Nominee and Other Nominees not to create or permit to
          be created  mortgages or charges of their  respective  beneficial  and
          registered  interests in the Property and Other Properties  beyond the
          lesser of (i) the amount permitted by the First Mortgagee from time to
          time, and (ii) the aggregate of: (A) One Hundred Twenty-Eight Million,
          Six  Hundred  Thousand  dollars  ($128,600,000),  plus  (B) 65% of the
          aggregate  amount of the Special  Adjustments paid to the Vendors from
          time to  time  pursuant  to this  Agreement  and  the  Other  Purchase
          Agreements (the "PERMITTED FINANCING"). The Nominee shall permit to be
          registered  against  title to the  Property a covenant  not to further
          encumber or transfer  the  Property  without the consent of the Vendor
          (the "COVENANT NOT TO ENCUMBER/COVENANT NOT TO TRANSFER"), which shall
          be governed by the terms of the  Covenant not to Encumber and Covenant
          not to Transfer  Agreement.  The Purchaser  acknowledges  and confirms
          that the  foregoing  does  not  constitute  an  illegal  restraint  on
          alienation of the Property."

     (q)  Section 6.7 shall be deleted and replaced with the following:

          "EPR SHELF  REGISTRATION.  EPR shall use best efforts to submit to the
          appropriate  authorities an application  for a shelf  registration  in
          respect of the EPR Stock prior to Closing and shall diligently  pursue
          completion of such  application  following  Closing in accordance with
          the Registration Rights Agreement."

     (r)  Section 6.9 shall be deleted and replaced with the following:

          "LIBERTY  ITM  GUARANTEE  AGREEMENT.  The  Vendor  shall  enter into a
          guarantee agreement in respect of the Liberty ITM Tenants on Closing.

     (s)  The word "and"  following  8.2(i) is hereby deleted and the word "and"
          is inserted  following  8.2(j) and the  following  is hereby  added as
          8.2(k):

          "FINANCING.  The  First  Mortgage  shall  have  been  advanced  to the
          Purchaser on terms and conditions  satisfactory  to it, unless failure
          to advance is as a result of the default of the Purchaser."

     (t)  Section 8.3 is amended by adding the following:

          "Provided  that in the event that the  condition  set forth in Section
          8.2(k) is not  satisfied or waived on Closing,  the Closing Date shall
          be extended by 90 days to permit the  Purchaser  to seek  satisfactory
          alternate  financing,  which  the  Purchaser  shall  use  commercially
          reasonable efforts to secure."

     (u)  Section  9.2 shall be amended by  deleting  references  to the Limited
          Partnership in clause (j),  adding "and the Nominee  Pledge" to clause
          (m),  deleting  references  to  the  Limited  Partnership,   the  Unit
          Exchange, the Five Year Payment\Stock Issuance and the Acceleration in
          clause (p), and by deleting clauses (v) and (w).

     (v)  Section 9.2(z) is hereby amended by adding:

          "including the various indemnities  contemplated by this Agreement and
          the Ancillary Agreements."

     (w)  Section  10.1(1) is hereby deleted and the following is substituted in
          its place:

          "BEST EFFORTS TO SETTLE DISPUTES.

          In the event any dispute,  claim, question or difference (a "DISPUTE")
          arises  with  respect  to  this  Agreement  or any  of  the  Ancillary
          Agreements, or its performance,  enforcement,  breach,  termination or
          validity,  the  Parties  shall use their  best  efforts  to settle the
          Dispute. To this end, senior officers of the Parties shall consult and
          negotiate with each other,  in good faith and  understanding  of their
          mutual interests,  to reach a just and equitable solution satisfactory
          to all Parties.  The  foregoing  will not  preclude  either Party from
          delivering  a  notice  of  default  hereunder   immediately  upon  the
          occurrence of a default."

     (x)  Section  10.1(2) is hereby amended by deleting the first six lines and
          substituting the following in their place:

          "If there is a Dispute as to whether a Person is in default  hereunder
          and if the  Parties  do not  reach  a  solution  pursuant  to  Section
          10.1(1),  then upon written notice by either Party to the other within
          ten (10)  Business  Days of a  default,  the  Dispute  may be  finally
          settled  by  arbitration  in  accordance  with the  provisions  of the
          ARBITRATIONS   ACT   (Ontario)   and  the   INTERNATIONAL   COMMERCIAL
          ARBITRATION ACT (Ontario) based upon the following:"

     (y)  Section 10.5(1) is hereby amended to delete "GP Pledge" and replace it
          with "Nominee  Pledge",  and to delete clause (i) and  substitute  the
          following in its place:

          "(i) the Pledge and the Nominee  Pledge to secure the  obligations  of
          EPR  and  the  Purchaser   under  this  Agreement  and  the  Ancillary
          Agreements; and"

          and to delete clause (iii) and the final sentence of Section 10.5(1).

     (z)  Section 10.5(2) is amended by adding the following to clause (b) after
          "Guarantee":

          "Agreement and the Property Management Indemnity"

          and by deleting  clauses (d),  (e), (f) and (g) and  substituting  the
          following in place of clause (d):

     "(d) the Vendor may  exercise  its rights  under the Pledge and the Nominee
          Pledge as provided in the Default and Security Agreement."

     (aa) Section  10.5(3)  is  amended  by  deleting  clauses  (d)  and (e) and
          substituting the following in place of (d):

          "(d)  failure  by EPR to  complete  its  obligations  pursuant  to the
          Registration  Rights  Agreement  resulting  in  the  inability  of the
          Vendors  to trade  the EPR Stock  within  the  periods  set out in the
          Registration Rights Agreement."

     (bb) Section  11.1 is  hereby  amended  by  deleting  the first 5 lines and
          substituting the following in its place:

          "The Vendor shall  indemnify  and save the  Purchaser  harmless of and
          from  any  loss,  liability,   claim,  damage  or  expense  (including
          reasonable  legal  fees and  disbursements),  save and  except for any
          consequential,  indirect,  exemplary,  special  or  punitive  damages,
          suffered  by,  imposed  upon or asserted  against the  Purchaser  as a
          result of, in respect of, in connection with, or arising out of, under
          or pursuant to:"

     (cc) Section  11.2(1) is hereby  amended by deleting  the first 4 lines and
          substituting the following in its place:

          "The  Purchaser  shall  indemnify and save the Vendor  harmless of and
          from  any  loss,  liability,   claim,  damage  or  expense  (including
          reasonable  legal  fees and  disbursements),  save and  except for any
          consequential,  indirect,  exemplary,  special  or  punitive  damages,
          suffered by,  imposed upon or asserted  against the Vendor as a result
          of, in respect of, in  connection  with,  or arising out of,  under or
          pursuant to:"

     (dd) Section  11.2(2) is hereby  amended by deleting  the first 4 lines and
          substituting the following in its place:

          "EPR  shall  indemnify  and save the Vendor  harmless  of and from any
          loss, liability,  claim, damage or expense (including reasonable legal
          fees  and  disbursements),  save  and  except  for any  consequential,
          indirect, exemplary, special or punitive damages, suffered by, imposed
          upon or asserted  against the Vendor as a result of, in respect of, in
          connection with, or arising out of, under or pursuant to:"

     (ee) The last  paragraph  of  Section  11.2(2)  is hereby  deleted  and the
          following is substituted in its place:

          "Recourse against EPR pursuant to the indemnity in Section  11.2(2)(a)
          above shall be limited to the Pledge,  except in connection with EPR's
          covenants,  obligations and liability pursuant to the EPR Construction
          Indemnity,  the  EPR  Servicing  Indemnity,  the EPR  Withholding  Tax
          Indemnity,  the Note Purchase  Agreement and the  Registration  Rights
          Agreement."

     (ff) Schedule "B" is hereby deleted.

     (gg) Schedule "E" is hereby deleted.

SECTION 34 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

SECTION 35 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT.

     On and after this date,  each reference in the Purchase  Agreement to "this
Agreement"  and  each  reference  to the  Purchase  Agreement  in the  Ancillary
Agreements and any and all other agreements, documents and instruments delivered
by the Vendor,  the  Purchaser or any other Person shall mean and be a reference
to the  Purchase  Agreement  as amended by this  amending  agreement.  Except as
specifically  amended by this amending  agreement,  the Purchase Agreement shall
remain in full force and effect and is hereby ratified and confirmed.

SECTION 36 GOVERNING LAW.

     This amending  agreement  shall be governed by and interpreted and enforced
in  accordance  with the laws of the Province of Ontario and the federal laws of
Canada applicable therein

SECTION 37 COUNTERPARTS.

     This  amending  agreement  may be  executed  in any number of  counterparts
(including  counterparts  by facsimile),  each of which shall be deemed to be an
original and all of which taken  together  shall be deemed to constitute one and
the same  instrument.  Counterparts  may be executed either in original or faxed
form and the Parties adopt any signatures received by a receiving fax machine as
the original signatures of the Parties.


     IN WITNESS  WHEREOF the Parties have executed this Agreement as of the date
hereof.


EPR NORTH TRUST                          ENTERTAINMENT PROPERTIES TRUST
BY ITS SIGNATORY TRUSTEE


By:                                      By:
   ------------------------------           ------------------------------------
   Gregory K. Silvers                       Gregory K. Silvers


                                         COURTNEY SQUARE LTD., in its capacities
                                         as general partner and nominee of
                                         Courtney Square Limited
                                         Partnership


                                         By:
                                            ------------------------------------
                                            David Johnston







</TEXT>
</DOCUMENT>
