Exhibit 10.07 AGREEMENT

                                                                   Exhibit 10.07
                                    AGREEMENT



     WHEREAS, the undersigned has executed a Stock Subscription Agreement dated
the date hereof pursuant to which the undersigned has purchased 16 shares of
Common Stock, par value $0.01 per share, of Clearview Cinema Group, Inc. (the
"Company"), a Delaware corporation (the "Shares"); and

     WHEREAS, transfer of the Shares is restricted pursuant to the terms and
provisions of the Stockholders and Registration Rights Agreement, dated as of
May 29, 1996, by and among the Company, and its stockholders (the "Stockholders
Agreement"); and

     WHEREAS, the parties to the Stockholders Agreement have waived compliance
with Article 2 of the Stockholders Agreement in connection with the transactions
contemplated by the Subscription Agreement upon condition that the undersigned
execute this Agreement;

     NOW, THEREFORE, the undersigned hereby joins in and agrees to be bound by
the terms and provisions of the Stockholders Agreement, as are applicable to
Stockholders (as defined therein) generally.


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                                           Xxxxx X. Xxxxxx

                                           Date:  _____________________________