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            IN THE COURT OF CHANCERY OF THE STATE OF DE:LAWARE                                   T

                                 IN AND FOR NEW CASTLE COUNTY                                      
CHRISTOPHER  BANCROFT

                          Plaintiff,

                   V.
                                                         1
HOLLYWOOD THEATER                                        >
HOLDINGS, INC.                                           >

                   Defendant.                            1

                                 COMPLAINT UNDER 8 DEL. C. 6 220

                   Plaintiff Christopher Bancroft, by and through his attorneys, Potter Anderson &

Corroon LLP, for his complaint against defendant, alleges upon knowledge as to himself and

otherwise upon information and belief as follows:

                                        NATURE OF THE ACTION

             1.           This action, brought under Section  220(c) of the Delaware General

Corporation Law  ("DGCL"),  seeks relief in the form of an order compelling defendant,

Hollywood Theater Holdings, Inc. ("Holdings"), summarily to make available to the Plaintiff

for inspection and copying certain books and records of Holdings and its wholly-owned

subsidiary, Hollywood Theater, Inc. ("Hollywood"), as demanded by the Plaintiff in a letter

dated April 13, 1999.

                                            THE PARTIES

             2.           Plaintiff Bancroft is, and was at all times relevant. hereto, a record

of common stock of Holdings.



             3.        Holdings is a Delaware corporation with its principal place of business

located at 2911 Turtle Creek Boulevard, Dallas, Texas 75219. Holdings' registered agent for