FIRST AMENDMENT TO LEASE

      THIS FIRST AMENDMENT TO LEASE is made as of the 10th day of May, 1995, by
and between Palma Real Associates, S.E., a Puerto Rico special partnership
("Landlord"), and Reading Cinemas of Puerto Rico, Inc. (successor by merger to
"Theater Acquisitions of Puerto Rico, Inc."), a Puerto Rico corporation
("Tenant").

                              W I T N E S S E T H:

      A. Landlord and Tenant entered into that certain Lease (the "Lease"),
dated July 13, 1994, in connection with that certain Shopping Center known as
Plaza Palma Real. The defined terms set forth in the Lease are incorporated
herein by this reference.

      B.  Landlord and Tenant wish to amend the Lease.

      NOW, THEREFORE, for and in consideration of the premises, the parties
hereto, intending to be legally bound hereby, hereby amend the Lease as follows:

1. Section 1.1(a) of the Lease is hereby amended to increase the square footage
of the Leased Premises from 18,850 square feet to 22,404 square feet.

2.  The Minimum Rent set forth in Section 1.1(c) of the Lease is
hereby amended as follows:

            Each of Lease Years:                      Annual Amount:
            --------------------                      --------------

            Years 1 through 10:                       $196,035.00, or
                                                      $8.75 per annum per
                                                      square foot in the
                                                      Leased Premises.

            Minimum Rent for each Lease Year of the Option Terms (if properly
            and validly exercised) shall be as follows:

                                                     Annual Amount
                                                     -------------
            Option Term 1
            (each of Lease Years 11 - 15)             $225,440.25
            Option Term 1
            (each of Lease Years 16 - 20)             $259,256.29
            Option Term 2
            (each of Lease Years 21 - 25)             $298,144.73
            Option Term 3
            (each of Lease Years 26 - 30)             $342,866.44
            Option Term 4
            (each of Lease Years 31 - 35)             $394,296.41
            Option Term 5
            (each of Lease Years 36 - 40)             $453,440.87
          
3. Section 1.1(e)(i) is hereby amended to delete reference to the maximum number
of seats to be contained in the Leased Premises.

4. Tenant hereby agrees that if Landlord enters into a lease for the operation
of a "Time Out" game room in the Shopping Center, Tenant will only operate coin-
or token-operated amusement devices, including, but not limited to, video games,
pinball machines, redemption games, kiddie rides, or the like, pursuant to a
license agreement between Tenant and the operator of such game room, provided
that the terms and conditions of such license agreement, insofar as the split of
revenues is concerned, are competitive with other similar license arrangements
available to Tenant at the Leased Premises and under such license agreement, the
licensor is obligated to supply and maintain "state of the art" games for the
amusement devices.

5.  The $200,000.00 Tenant Allowance specified in Exhibit B of the
Lease is hereby increased to $237,708.22.

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6. Except as modified hereby, the Lease shall remain in full force and effect.

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this First
Amendment as of the day and year first above written, each acknowledging hereby
receipt of an executed copy hereof.


                                     TENANT:

                                    Reading Cinemas of Puerto Rico,
                                      Inc.


                                    By: /s/  Robert F. Smerling
                                       ----------------------------

                                    Date:    May 4, 1995
                                          -------------------------


                                    LANDLORD:

                                    Palma Real Associates, S.E.


                                    By:   /s/ Mark B. Davis
                                       ----------------------------

                                    Date:    5/10/95
                                          -------------------------



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State of Florida              )                                         P.R.
                                   )SS:
City of Boca Raton            )


AFFIDAVIT NUMBER: __________


      Before me a Notary Public, personally appeared Mark B. Davis, to me
personally known as a partner of Palma Real Associates, S.E., a Puerto Rico
special partnership, who acknowledged execution of the foregoing Amendment for
and on behalf of said special partnership.

      WITNESS my hand and Notarial seal, this 10th day of May, 1995.


                                      /s/ Lynn M. Johnson
                                      -------------------
                                      NOTARY PUBLIC

(SEAL)



___________ of ______________)
                                  )SS:
City of _____________________)


AFFIDAVIT NUMBER: 6429


      Before me a Notary Public, personally appeared Robert Smerling, of legal
age, to me personally known married and resident of New York, NY as President of
Reading Cinemas of Puerto Rico, Inc., a Puerto Rico corporation, who
acknowledged execution of the foregoing Amendment for and on behalf of said
corporation by authorization of its Board of Directors.

      WITNESS my hand and Notarial seal, this fourth (4th) day of May, 1995.


                                     /s/ Leopoldo J. Cabassa Sauri
                                    NOTARY PUBLIC

(SEAL)

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