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

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

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

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

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

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

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

                         ENTERTAINMENT FINANCE SERVICES,
INC.,
                         Administrative General Partner


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