Exhibit 10.46

                            NON-COMPETITION AGREEMENT


              This AGREEMENT (this "Agreement") is dated as of May 29, 1996, by
and among Clearview Cinema Group, Inc., a Delaware corporation ("CCG "); CCC
Emerson Cinema Corp., a Delaware Corporation ("CCC Emerson " and together with
CCG, the Transferees"); and John Nelson, Pamela Ferman, and Seth Ferman (each, a
"Shareholder" and, collectively, the "Shareholders").

              CCG and CCC Emerson are parties to an Agreement and Plan of
Reorganization (the "Emerson Agreement") dated as of the date hereof among
Clearview Cinema Group, Inc., CCC Emerson Cinema Corp., and Emerson Cinema, Inc.
(the "Transferor"), providing for the transfer to CCC Emerson of substantially
all of the assets of Transferor.

              The Shareholders are all of the shareholders of Transferor.

              This Agreement is the Agreement contemplated to be entered into
between the Shareholders and the Transferees pursuant to Section 6.01(h) of the
Emerson Agreement.

              The parties, each intending to be legally bound hereby, agree as
set forth below:

              1. To accord to Transferees the full value of their purchase, no
Shareholder shall, directly or indirectly, (i) for a period of five years after
the date hereof, directly or indirectly, engage or become interested in (as
owner, stockholder, partner or otherwise) the operation of any movie theater
within a seven and one-half mile radius of any Theater (as defined in the
Emerson Agreement), or (ii) disclose to anyone, or use in competition with any
Transferee, any information with respect to any confidential or secret aspect of
the operations of the Business; provided, however, that it is acknowledged that
stockholders, officers, and/or directors of the Transferor currently operate
certain movie theaters and nothing in subsection (ii) of the previous sentence
shall prohibit the such persons from operating such theaters in their present
locations.

              2. Each Shareholder acknowledges that the remedy at law for breach
of the provisions of this Agreement will be inadequate and that, in addition to
any other remedy Transferees may have, they will be entitled to an injunction
restraining any such breach or threatened breach, without any bond or other
security being required.






              3. If any court construes the covenant in this Agreement or any
part thereof, to be unenforceable because of its duration or the area covered
thereby, the court shall have the power to reduce the duration or area to the
extent necessary so that such provision is enforceable.

              4. Until the third anniversary of the date hereof, no Shareholder
shall directly or indirectly solicit or offer employment to any person who is
then an employee of any Transferee was an employee of any Transferee at any time
after the date hereof to engage in any business similar to or in competition
with the business of the Transferor (as defined in the Emerson Agreement) as it
has been conducted prior to the date hereof.

              5. To be effective, any amendment or waiver under this Agreement
must be in writing and be signed by the party against whom enforcement of the
same is sought. Neither the failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or to insist upon compliance by
any other party with its obligations hereunder, nor any custom or practice of
the parties at variance with the terms hereof shall constitute a waiver by such
party of its right to exercise any such right, power or remedy or to demand such
compliance. The rights and remedies of the parties hereto are cumulative and not
exclusive of the rights and remedies that they otherwise might have now or
hereafter, at law, in equity, by statute or otherwise.

              6. This Agreement sets forth all of the agreement between the
parties hereto with respect to the subject matter hereof, and supersede all
prior or contemporaneous agreements and understandings, negotiations,
inducements or conditions, express or implied, oral or written. This Agreement
is not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.

              7. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall
be deemed to be one and the same instrument.




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              IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                                  CLEARVIEW CINEMA GROUP, INC.



                                  By: _____________________________
                                      A. Dale Mayo,
                                      President


                                  CCC EMERSON CINEMA CORP.



                                  By: _____________________________
                                      A. Dale Mayo,
                                      President


                                      -----------------------------
                                      John Nelson

                                      -----------------------------
                                      Pamela Ferman

                                      -----------------------------
                                      Seth Ferman