FIRST AMENDMENT TO GDB LOAN AGREEMENT

         This Amendment Agreement ("the Amendment Agreement"), entered into this
5th day of May, 1992, by and between:

         THE  GOVERNMENT  DEVELOPMENT  BANK FOR PUERTO  RICO,  (hereinafter  the
"GDB"),  a banking  institution of the Government of the  Commonwealth of Puerto
Rico,  created by Act 17, enacted on September 23, 1948, with principal  offices
in San Juan,  Puerto Rico,  represented  herein by its Executive Vice President,
Mr. Hiram Melendez Carrucini, of legal age, married, bank executive and resident
of San Juan, Puerto Rico; and

         EL  CONQUISTADOR  PARTNERSHIP  L.P.  (hereinafter  the  "BORROWER"),  a
limited  partnership  organized  and  existing  under  the laws of the  state of
Delaware,  duly  qualified  and  authorized  to do  business  in and  within the
Commonwealth  of Puerto Rico,  herein  represented  by its partners,  WKA EL CON
ASSOCIATES,  a partnership organized and existing under the laws of the State of
New York,  duly  qualified  and  authorized  to do  business  in and  within the
Commonwealth of Puerto Rico, herein represented by its General Partner, Mr. Hugh
Andrews, of legal age, business executive and resident of San Juan, Puerto Rico;
and KUMAGAI CARIBBEAN, INC., a corporation organized and existing under the laws
of the State of Texas,  duly  qualified  and  authorized  to do  business in and
within the Commonwealth of Puerto Rico, represented herein by its President, Mr.
Shunsuke Nakane, of legal age and resident of San Juan, Puerto Rico (hereinafter
collectively the "PARTNERS").



 












                                   WITNESSETH

         WHEREAS,  GDB and Borrower on the 7th day of February,  1991 executed a
Loan Agreement (the "GDB Loan Agreement") in the principal amount of TWENTY FIVE
MILLION  DOLLARS  (U.S.  $25,000,000)  to be  used  for  financing  part  of the
Improvements; and

         WHEREAS,  under  Paragraph 4.3 of the GDB Loan  Agreement,  Borrower is
required to deposit certain funds in an escrow fund for the benefit of GDB; and

         WHEREAS,  GDB and Borrower have agreed to amend the GDB Loan  Agreement
to provide  that the amount  deposited  under the GDB  Escrow  Agreement  may be
applied to satisfy accrued but unpaid interest under the GDB Loan Agreement;

         NOW, THEREFORE,  in consideration of the premises and mutual agreements
set forth herein and for other good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1. The GDB  Loan  Agreement  is,  in  accordance  with  Paragraph  11.7
thereof, hereby amended by revising paragraph 4.3(f) to read as follows:

                  "(f)  Amounts in the GDB Escrow may be paid out as follows:

                           (i) The  Borrower  may, at any time after the payment
         or the maturity of the loan under the Bank Loan Documents,  use amounts
         in the GDB Escrow to prepay the outstanding principal amount of the GDB
         Loan;

                           (ii) On the  Maturity  Date,  any  amounts in the GDB
         Escrow shall be applied to the payment of all amounts due under the GDB
         Loan; and

                           (iii) If, in any  calendar  month,  Borrower has paid
         all  interest  and other  fees due under the Bank Loan  Documents  on a
         current basis through and including the


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         15th day of such month,  any amount in the GDB Escrow shall be applied,
         on the last day of such calendar  month,  to the payment  interest that
         has accrued and is due but unpaid  under the GDB Loan." 

         2. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the GDB Loan Agreement.

         3. GDB  acknowledges  that the amount of Deficiency  Loans available to
the Borrowers has been reduced to $14,000,000  pursuant to the First  Amendment,
of even date herewith, to the Letter of Credit and Reimbursement Agreement dated
February 7, 1991,  between  the  Partnership  and the Bank.  All  references  in
Paragraph 8.22 of the GDB Loan  Agreement to  $20,000,000  are hereby revised to
$14,000,000,  and the  provision  containing  clauses  (a) and (b) in the  first
sentence of Paragraph 8.22 is hereby deleted.


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         IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to
be duly executed and delivered by their proper and duly  authorized  officers as
of the day and year first above written.

EL CONQUISTADOR PARTNERSHIP L.P.       GOVERNMENT DEVELOPMENT BANK
                                       FOR PUERTO RICO

By:  WKA EL CON ASSOCIATES             By:/s/
      Its General Partner                 --------------------------------------
                                             Hiram Melendez Carrucini

Itself by: /s/
          ------------------------
             Hugh A. Andrews
             Authorized Signatory

By:  KUMAGAI CARIBBEAN, INC.

     Its General Partner

Itself by: /s/
          -------------------------
              Shunsuke Nakane
              President


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