ENTERTAINMENT PROPERTIES TRUST
OAKVILLE AMENDING AGMTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>form8k_31004ex106.txt
<DESCRIPTION>OAKVILLE AMENDING AGMTS
<TEXT>
                                                                    Exhibit 10.6




                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.









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


                               AMENDING AGREEMENT

                                DECEMBER 3, 2003


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


<PAGE>



                               AMENDING AGREEMENT

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

         RECITALS:

     (a)  Penex  Winston  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.

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:
                                         ---------------------------------------



                                       PENEX WINSTON LTD., in its capacities as
                                       general partner and nominee of Oakville
                                       Centrum Limited Partnership


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



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


<PAGE>




                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.









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


                               AMENDING AGREEMENT

                                DECEMBER 19, 2003


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


<PAGE>



                               AMENDING AGREEMENT

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

     RECITALS:

     (a)  Penex  Winston  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 Purchaser,  EPR and the
          Vendor 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.



                                       ENTERTAINMENT PROPERTIES TRUST


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



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


                                      EPR NORTH TRUST


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



                                       PENEX WINSTON LTD., in its capacities as
                                       general partner and nominee of Oakville
                                       Centrum Limited Partnership


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



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

<PAGE>





                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.









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


                               AMENDING AGREEMENT

                                 JANUARY 5, 2004


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


<PAGE>


                               AMENDING AGREEMENT

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

     RECITALS:

     (a)  Penex  Winston  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 Oakville  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:
   --------------------------------         ------------------------------------



                                         PENEX WINSTON LTD., in its capacities
                                         as general partner and nominee of
                                         Oakville Centrum Limited Partnership


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


<PAGE>



                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.










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


                               AMENDING AGREEMENT

                                 JANUARY 9, 2004


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


<PAGE>


                               AMENDING AGREEMENT

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

     RECITALS:

     (a)  Penex  Winston  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 Oakville  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:
   --------------------------------         ------------------------------------



                                         PENEX WINSTON LTD., in its capacities
                                         as general partner and nominee of
                                         Oakville Centrum Limited Partnership


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


<PAGE>



                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.










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


                               AMENDING AGREEMENT

                                JANUARY 16, 2004


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




                               AMENDING AGREEMENT

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

     RECITALS:

     (a)  Penex  Winston  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 Oakville  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:
   --------------------------------         ------------------------------------



                                         PENEX WINSTON LTD., in its capacities
                                         as general partner and nominee of
                                         Oakville Centrum Limited Partnership


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


<PAGE>



                         ENTERTAINMENT PROPERTIES TRUST




                                       and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.










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


                               AMENDING AGREEMENT

                                JANUARY 21, 2004


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

<PAGE>



                               AMENDING AGREEMENT

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

     RECITALS:

     (a)  Penex  Winston  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 Oakville  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:
   --------------------------------         ------------------------------------



                                         PENEX WINSTON LTD., in its capacities
                                         as general partner and nominee of
                                         Oakville Centrum Limited Partnership


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

<PAGE>

                                     NOTICE

TO:      Penex Winston 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 Oakville
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
     Consent,  which remain a condition to Closing as provided in Section 8.2(f)
     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
common stock      =                   Canadian $8,368,708.00
                        --------------------------------------------------------
                         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:
   --------------------------------         ------------------------------------


                                         PENEX WINSTON LTD., in its capacities
                                         as general partner and nominee of
                                         Oakville Centrum Limited Partnership


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



<PAGE>

                         ENTERTAINMENT PROPERTIES TRUST





                                      and




                                 EPR NORTH TRUST




                                       and




                               PENEX WINSTON LTD.









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


                               AMENDING AGREEMENT

                                FEBRUARY 24, 2004


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


<PAGE>


                               AMENDING AGREEMENT

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

     RECITALS:

     (a)  Penex  Winston  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 Oakville  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.$8,368,708 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)  "HEAD  LEASED  LIBERTY  ITM  LEASES"  means the  leases to Fusion
               Restaurants   Oakville  Inc.  of  the  Gordon   Biersch   Brewery
               Restaurant  and  Cafe  Tu Tu  Tango  restaurant  at the  Oakville
               Entertainment Centrum.

          (vi) "HEAD  LEASED  LIBERTY ITM SPACE" has the meaning  given to it in
               Section 6.11.

          (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" "197,997 square feet" is hereby  substituted
               in place of "216,211  square feet" and the following  sentence is
               added:  "The  parties  agree that  "Leased  Built Space" does not
               include the Head Leased Liberty ITM Space".

          (vi) "LEASED UNBUILT SPACE": "1,995 square feet" is hereby substituted
               in place of "NIL square feet".

          (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."

          (xii) "UNLEASED BUILT SPACE": The following is added:

               The Head Leased  Liberty ITM Space shall be  considered  Unleased
               Built Space for  purposes  of this  Agreement  and the  Ancillary
               Agreements."

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   "Fifty   Million,   Seven   Hundred  and
               Seventy-Seven Thousand, and Eighty ($50,777,080.00)  Dollars" and
               substituting  in its place  "Forty-Six  Million,  Six Hundred and
               Thirteen  Thousand,  One  Hundred and  Fifty-Seven  ($46,613,157)
               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  ($8,368,708)  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 One Million,  Five Hundred and
               Ninety-One  Thousand,  Four Hundred and Seventy-One  ($1,591,471)
               Dollars,  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."

          (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." (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  $1,836,400  on account of and
               allocated among the following Leases as follows:

                  LEASE                                       AMOUNT

                  Gordon Biersch                              $883,100

                  Cafe Tu Tu Tango                            $753,800

                  Thai Restaurant                             $199,500


          (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)  A new section 6.11 shall be inserted as follows:

               "6.11 LIBERTY ITM HEAD LEASE.

               (i)  The  space at the  Property  leased  to  Fusion  Restaurants
                    Oakville Inc.  ("FUSION  OAKVILLE")  carrying on business as
                    Gordon  Biersch  Brewery  Restaurant  and  Cafe Tu Tu  Tango
                    (collectively,  the "HEAD LEASED  LIBERTY ITM SPACE") shall,
                    on Closing,  be leased by the  Purchaser  to the Vendor (the
                    "LIBERTY HEAD  LEASES"),  subject to the existing  leases to
                    Fusion Oakville,  for a term ending on the earliest of (A) 5
                    years from Closing,  (B) delivery of a notice as provided in
                    clause (ii)(A) following, and (c) delivery and approval of a
                    Lease  Proposal with respect to a substituted  tenant and on
                    the date on which  payment of the  Special  Adjustment  with
                    respect  thereto was  required to be made by the  Purchaser.
                    The Vendor  shall pay rent  pursuant  to such  Liberty  Head
                    Leases in the amount of $11 per square  foot for such space,
                    payable  quarterly,  plus additional amounts if any provided
                    for in Section 3.10 for such Head Leased  Liberty ITM Space.
                    The  Purchaser  shall  acknowledge  that the Vendor may deal
                    with Fusion Oakville with respect to the Leases for the Head
                    Leased Liberty ITM Space in its sole discretion.

               (ii) When the  Vendor  submits  either  (A) a notice  that it has
                    elected  to put  the  applicable  Liberty  ITM  Tenant  into
                    occupancy of the  applicable  Head Leased Liberty ITM Space,
                    (in which case,  the  applicable  Liberty  ITM Tenant  shall
                    become a Tenant of the Purchaser and the Purchaser agrees to
                    execute an  agreement  to lease with the  Liberty ITM Tenant
                    substantially  in the form of the lease  between  the Vendor
                    and the Liberty ITM Tenant at the Date of Closing), or (B) a
                    Lease Proposal for a substituted  tenant with respect to any
                    of the Head Leased Liberty ITM Space which Lease Proposal is
                    accepted  and  approved  by the  Purchaser  as  provided  in
                    Section 5.2 hereof,  the Purchaser shall pay the appropriate
                    Special  Adjustment as provided  herein save and except that
                    (i) there shall be no Construction  Advance Adjustment,  and
                    (ii) there shall be an adjustment for any accrued and unpaid
                    rent under the  applicable  Liberty  Head Lease.  Such Lease
                    Proposal  described  in  clause  (B) above  shall  include a
                    termination  of the  applicable  Liberty  Head Lease and the
                    lease to Fusion  Oakville.  If the new lease in  relation to
                    such Lease Proposal is to a Liberty ITM Tenant,  it shall be
                    included under the Liberty ITM Guarantee."

          (t)  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."

          (u)  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."

          (v)  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).

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

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

          (x)  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."

          (y)  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:"

          (z)  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).

          (aa) 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."

          (bb) 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."

          (cc) 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:"

          (dd) 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:"

          (ee) 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:"

          (ff) 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."

          (gg) Schedule "B" is hereby deleted.

          (hh) 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:                                      By:
   --------------------------------         ------------------------------------



                                         PENEX WINSTON LTD., in its capacities
                                         as general partner and nominee of
                                         Oakville Centrum Limited Partnership


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


</TEXT>
</DOCUMENT>
