EL CONQUISTADOR PARTNERSHIP L.P. VENTURE AGREEMENT Dated January 12, 1990 EL CONQUISTADOR PARTNERSHIP L.P. VENTURE AGREEMENT Table of Contents

EL CONQUISTADOR PARTNERSHIP L.P.

VENTURE AGREEMENT

Dated January 12, 1990

EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT

Table of Contents

ARTICLE PAGE
------- ----
1. DEFINED TERMS.......................................................... 1
1.01. Act........................................................... 2
1.02. Additional Loans.............................................. 2
1.03. Additional Projects........................................... 2
1.04. Adjusted Capital Account...................................... 2
1.05. Annual Budgets................................................ 2
1.06. Appendix...................................................... 2
1.07. Approved Budgets.............................................. 2
1.08. Bankruptcy.................................................... 2
1.09. Basic Management Fee.......................................... 3
1.10. Call Notice................................................... 3
1.11. Capital Accounts.............................................. 3
1.12. Capital Contribution.......................................... 3
1.13. Capital Transaction........................................... 3
1.14. Class A Limited Partner....................................... 3
1.15. Class B Limited Partner....................................... 3
1.16. Code.......................................................... 3
1.17. Commencement Date............................................. 4
1.18. Construction Management Agreement............................. 4
1.19. Construction Manager.......................................... 4
1.20. Construction Phase............................................ 4
1.21. Contribution Ratio............................................ 4
1.22. Deferred Preferred Return..................................... 4
1.23. Deficiency.................................................... 4
1.24. Deficiency Loan............................................... 4
1.25. Depreciation.................................................. 4
1.26. Development Budget............................................ 5
1.27. Development Committee......................................... 5
1.28. Distributable Cash............................................ 5
1.29. Distributable Cash from a Capital Transaction................. 5
1.30. Economic Risk of Loss......................................... 5
1.31. Extraordinary Cashflow........................................ 5
1.32. Final Completion Date......................................... 6
1.33. First Mortgage Loans.......................................... 6
1.34. First Mortgage Loan Documents................................. 6

EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT

Table of Contents (Continued)

ARTICLE PAGE
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1.35. Fiscal Year.................................................... 6
1.36. Gain from a Capital Transaction................................ 6
1.37. General Partners............................................... 6
1.38. Hard Costs..................................................... 7
1.39. Incentive Management Fee....................................... 7
1.40. Interest ...................................................... 7
1.41. KG Loan........................................................ 7
1.42. KG General Partner............................................. 7
1.43. Limited Partner................................................ 7
1.44. Major Decision................................................. 7
1.45. Management Agreement........................................... 7
1.46. Minimum Gain Attributable to Partner Nonrecourse Debt.......... 7
1.47. Mitsubishi Credit Facility..................................... 8
1.48. Net Income..................................................... 8
1.49. Net Loss....................................................... 8
1.50. Net Loss from a Capital Transaction............................ 8
1.51. Nonrecourse Deductions......................................... 8
1.52. Nonrecourse Liability.......................................... 8
1.53. Offer.......................................................... 8
1.54. Offering Price................................................. 8
1.55. Operating Cashflow............................................. 8
1.56. Partner........................................................ 9
1.57. Partner Nonrecourse Debt....................................... 9
1.58. Partner Nonrecourse Deductions................................. 9
1.59. Partnership.................................................... 9
1.60. Partnership Minimum Gain....................................... 9
1.61. Partner's Share of Partnership Minimum Gain.................... 9
1.62. Partner's Share of Minimum Gain Attributable to Partner
Nonrecourse Debt............................................... 9
1.63. Plans and Specifications....................................... 9
1.64. Preferred Return............................................... 9
1.65. Pre-Opening Budgets............................................ 10
1.66. Pre-Opening Period............................................. 10
1.67. Project........................................................ 10
1.68. Recapture...................................................... 10

EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT

Table of Contents (Continued)

ARTICLE PAGE
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1.69. Regulations.................................................... 10
1.70. Residual Partnership Interest.................................. 10
1.71. Resort......................................................... 10
1.72. Resort Gross Revenues.......................................... 10
1.73. Resort Manager................................................. 11
1.74. Resort Operating Profits....................................... 11
1.75. Security Agreement............................................. 12
1.76. Selling Partner................................................ 12
1.77. Soft Costs..................................................... 12
1.78. Subordinated Mortgage Loan..................................... 12
1.79. Subordinated Mortgage Loan Documents........................... 12
1.80. Target Capital Account......................................... 12
1.81. Tax Matters Partner............................................ 12
1.82. Total Project Costs............................................ 13
1.83. Treas. Reg.'SS'................................................ 13
1.84. Unrecovered Capital............................................ 13
1.85. Venture Agreement.............................................. 13
1.86. WKA............................................................ 13
1.87. WKA General Partner............................................ 13

2. FORMATION AND ORGANIZATION.............................................. 13
2.01. Formation...................................................... 13
2.02. Name, Place of Business and Office............................. 13
2.03. Purpose........................................................ 14
2.04. Term........................................................... 15

3. PARTNERS AND CAPITAL.................................................... 15
3.01. General Partners............................................... 15
3.02. Limited Partners............................................... 16
3.03. Capital Contributions of the Partners.......................... 17
3.04. Contributions of Right to Acquire El Conquistador Land and
Buildings...................................................... 18
3.05. No Right to Return of Capital.................................. 18
3.06. No Obligation to Restore Deficits.............................. 18

iii

EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT

Table of Contents (Continued)

ARTICLE PAGE
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4. MANAGEMENT OF THE PARTNERSHIP........................................... 19
4.01. Authority of General Partners.................................. 19
4.02. Operation of the Partnership................................... 22
4.03. Liability of Partners.......................................... 22
4.04. Major Decisions Requiring Consent.............................. 22
4.05. Consent of General Partners.................................... 25
4.06. Financial Information.......................................... 26
4.07. Accountants.................................................... 27
4.08. Tax Returns.................................................... 27
4.09. Fiscal Year.................................................... 27
4.10. Tax Matters Partner............................................ 27
4.11. Delegation of Authority........................................ 29
4.12. General Partners or Affiliates Dealing with the Partnership.... 29
4.13. Other Business Activities...................................... 30
4.14. Additional Projects............................................ 31
4.15. Initial Condominium Units...................................... 32
4.16. Additional Financial Information............................... 36

5. THE PRE-OPENING PERIOD.................................................. 37
5.01. The Development Committee...................................... 37
5.02. Reimbursement of Expenses...................................... 38
5.03. Conduct of Negotiations........................................ 38
5.04. Conditions to Acquiring the Project............................ 39
5.05. Contractors.................................................... 41
5.06. Cooperation.................................................... 41

6. LOANS TO THE PARTNERSHIP................................................ 42
6.01. Deficiency Loans............................................... 42
6.02. Additional Loans............................................... 43
6.03. KG Loans....................................................... 44
6.04. Repayment of Loans............................................. 46
6.05. Assumption of Letter of Credit Obligations..................... 47

7. CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES...................... 47
7.01. Definitions.................................................... 47

EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT

Table of Contents (Continued)

ARTICLE PAGE
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7.02. Definition of Capital Accounts................................. 48
7.03. Allocations of Income and Loss................................. 49
7.04. Special Partnership Election................................... 50

8. PARTNERSHIP DISTRIBUTION................................................ 51
8.01. Distributable Cash from Operations............................. 51
8.02. Distributable Cash from a Capital Transaction.................. 52

9. TRANSFERABILITY OF PARTNERS' INTERESTS.................................. 54
9.01 No Transfer.................................................... 54
9.02. No Withdrawal.................................................. 56
9.03. Permitted Sales of Limited Partners' Interests................. 56
9.04. Permitted Security Interest.................................... 58
9.05. Withdrawal or Transfer by General Partner...................... 58
9.06. Effect of Bankruptcy, Death or Incompetence of a Limited
Partner........................................................ 60
9.07. Bankruptcy of a General Partner................................ 60
9.08. Effect of Transfer............................................. 61

10. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.............................. 62
10.01. Management of the Partnership.................................. 62
10.02. Limitation on Liability of Limited Partners.................... 62
10.04. Power of Attorney.............................................. 63

11. APPROVALS............................................................... 64
11.01. Puerto Rico Gaming Authority Approval.......................... 64
11.02. Approval of Japanese Ministry of Finance....................... 64

12. PARTNERSHIP OBLIGATIONS................................................. 65
12.01. Nature of Obligations.......................................... 65
12.02. Indemnities.................................................... 66

13. TERMINATION AND LIQUIDATION............................................. 68
13.01. Termination.................................................... 68
13.02. Winding Up..................................................... 68

EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT

Table of Contents (Continued)

ARTICLE PAGE
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14. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS.................... 70
14.01. Due Organization............................................... 70
14.02. Due Execution and Delivery..................................... 70
14.03. Binding Obligations............................................ 70
14.04. Investment..................................................... 70
14.05. Ownership of KG General Partner................................ 71
14.06. Ownership of WKA General Partner............................... 71

15. MISCELLANEOUS........................................................... 71
15.01. Further Assurances............................................. 71
15.02. Expenses....................................................... 71
15.03. Notices........................................................ 72
15.04. Equitable Remedies............................................. 72
15.05. Remedies Cumulative............................................ 72
15.06. Captions; Partial Invalidity................................... 73
15.07. Entire Agreement............................................... 73
15.08. Applicable Law................................................. 73
15.09. Counterparts................................................... 74
15.10. Successors..................................................... 74
15.11. Confidentiality................................................ 74

APPENDIX................................................................... A-1
I. Allocations of Net Income, Net Loss, Gain or Net Loss from a
Capital Transaction and Depreciation.......................... A-2
1. Net Income............................................... A-2
2. Net Loss................................................. A-2
3. Gain from a Capital Transaction.......................... A-4
4. Net Loss from a Capital Transaction...................... A-5
5. Allocation of Depreciation............................... A-6
II. Allocations to Conform to Target Capital Accounts............. A-8
III. Exceptions.................................................... A-8
1. General Limitation....................................... A-8
2. Partner Nonrecourse Deductions........................... A-9
3. Partnership Minimum Gain................................. A-9
4. Minimum Gain Attributable to Partner Nonrecourse Debt... A-10
5. Qualified Income Offset................................. A-11
IV. Special Allocation Rules and Partnership Elections:.......... A-12

EXHIBITS
--------

Exhibit A Hard Costs

Exhibit B Project Description

Exhibit C Soft Costs

Exhibit D Signatures for Major Decisions

Exhibit E Costs Incurred and Commitments Made

Exhibit F Security Agreement

Exhibit G Assumption of Letter of Credit by Kumagai

Exhibit H Addresses for Notices

Exhibit I Kumagai Guaranty (Re: Capital Contributions and Deficiency Loans)

Exhibit J Kumagai Guaranty (Re: Letter of Credit)

Exhibit K Assumption of Letter of Credit by WKA

VENTURE AGREEMENT
OF
EL CONQUISTADOR PARTNERSHIP L.P.

THIS LIMITED PARTNERSHIP AGREEMENT (the "Venture Agreement") is made
the 12th day of January 1990, between KUMAGAI CARIBBEAN, INC., a Texas
corporation, having an office at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxxx,
Xxxxxx 00000 and WKA EL CON ASSOCIATES, a New York general partnership, having
an office at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.

W I T N E S S E T H:

WHEREAS, the parties hereto desire to form a limited partnership for
the purpose of acquiring certain real property and improvements thereon located
in Fajardo, Puerto Rico, formerly known as "El Conquistador Hotel," (sometimes
referred to herein as the El Conquistador land and buildings) and to undertake
the renovation, improvement, construction and development thereof and to operate
the same as a first class, luxury destination mega-resort; and

WHEREAS, the parties desire to set forth the terms and understandings
of their association and their rights and obligations with respect to the
Partnership.

NOW THEREFORE, in consideration of the premises and of the respective
representations, warranties, covenants and conditions contained herein, the
parties hereto agree as follows:

ARTICLE ONE

DEFINED TERMS

The capitalized terms used in this Venture Agreement and the Appendix
shall,

unless the context otherwise requires, have the meanings specified in this
Article One. The singular shall include the plural and the masculine gender
shall include the feminine, the neuter and vice versa, as the context requires.

SECTION 1.01. "ACT" means the Delaware Revised Uniform Limited
Partnership Act, 6 Del. C, Section 17-101 et seq., as amended from time to time.

SECTION 1.02. "ADDITIONAL LOANS" means a loan or loans made to the
Partnership pursuant to Section 6.02 hereof.

SECTION 1.03. "ADDITIONAL PROJECTS" is defined in Section hereof.

SECTION 1.04. "ADJUSTED CAPITAL ACCOUNT" means the Capital Account of
a Partner reduced by any adjustments, allocations or distributions described in
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations.

SECTION 1.05. "ANNUAL BUDGETS" means the proposed operating and
capital budgets of the Resort which shall have been prepared and submitted by
the Resort Manager to the Partnership for its approval in respect of each fiscal
year of the Partnership pursuant to the terms of the Management Agreement.

SECTION 1.06. "APPENDIX" means the Appendix attached to this Venture
Agreement.

SECTION 1.07. "APPROVED BUDGETS" means the Annual Budgets as the same
shall have been approved by the Partnership as provided in the Management
Agreement.

SECTION 1.08. "BANKRUPTCY" means the initiation of any proceeding,
whether voluntary or involuntary, under the federal bankruptcy laws or any
state, local or foreign bankruptcy act, including without limitation, an
assignment for the benefit of creditors, if not

discharged, in the case of any involuntary proceeding, within sixty (60) days.

SECTION 1.09. "BASIC MANAGEMENT FEE" means the 3.5% of Resort Gross
Revenues payable to the Resort Manager as its basic compensation for management
services under the Management Agreement.

SECTION 1.10. "CALL NOTICE" is defined in Section 6.01 hereof.

SECTION 1.11. "CAPITAL ACCOUNTS" is defined in Section 7.02 hereof.

SECTION 1.12. "CAPITAL CONTRIBUTION" means the amount to be
contributed to the Partnership by any Partner pursuant to Article Three hereof.

SECTION 1.13. "CAPITAL TRANSACTION" means any sale, condemnation or
insured casualty loss of all or any substantial part of the Resort and, after
the Final Completion Date, refinancings of the Resort. Loans to be made by any
Partner under the terms hereof and the initial permanent financing arrangements
under the Mitsubishi Credit Facility to replace the construction financing under
such facility shall not be deemed a refinancing of the Resort.

SECTION 1.14. "CLASS A LIMITED PARTNER" means initially Kumagai
Caribbean, Inc. in its capacity as a limited partner of the Partnership and any
transferee of all or any portion of such limited partnership Interest who is
admitted to the Partnership as a Class A Limited Partner pursuant to the terms
of this Venture Agreement.

SECTION 1.15. "CLASS B LIMITED PARTNER" means initially WKA in its
capacity as a limited partner of the Partnership and any transferee of all or
any portion of such limited partnership Interest who is admitted to the
Partnership as a Class B Limited Partner pursuant to the terms of this Venture
Agreement.

SECTION 1.16. "CODE" means the Internal Revenue Code of 1986, as
amended.

SECTION 1.17. "COMMENCEMENT DATE" means the first day the Resort opens
to the general public and commences business.

SECTION 1.18. "CONSTRUCTION MANAGEMENT AGREEMENT" means the
construction management agreement of even date herewith entered into between the
Construction Manager and the Partnership pursuant to which the Construction
Manager will render services to the Partnership during the Construction Phase in
connection with the Project.

SECTION 1.19. "CONSTRUCTION MANAGER" means KG (Caribbean) Corporation,
a Texas corporation.

SECTION 1.20. "CONSTRUCTION PHASE" means the period from the date
hereof through the Final Completion Date.

SECTION 1.21. "CONTRIBUTION RATIO" means with respect to each Partner,
the ratio that such Partner's Capital Contribution as set forth in Sections 3.01
and 3.02 hereof bears to the Capital Contributions of a specified group of
Partners.

SECTION 1.22. "DEFERRED PREFERRED RETURN" means the amount of any
Preferred Return unpaid from all prior fiscal year(s) of the Partnership,
together with interest thereon at the rate of 10% per annum from the end of the
Fiscal Year to which such Preferred Return relates to the date of payment.

SECTION 1.23. "DEFICIENCY" is defined in Section 6.01 hereof.

SECTION 1.24. "DEFICIENCY LOAN" means a loan or loans made to the
Partnership pursuant to Section 6.01 hereof.

SECTION 1.25. "DEPRECIATION" means, for each fiscal year of the
Partnership, the deductions for depreciation under Sections 167 and 168 of the
Code (or any similar provision

hereafter enacted), with respect to the Project and amortization deductions
under Sections 195 and 709(b) of the Code.

SECTION 1.26. "DEVELOPMENT BUDGET" means the budgets for all phases of
the Project as the same shall be approved by the Partnership from time to time.
Initially the Development Budget consists of the Hard Costs and Soft Costs set
forth in Exhibits A and C annexed hereto, and shall hereafter mean such
Development Budget as the same shall be amended, changed, modified and refined
from time to time by the mutual agreement of the General Partners as provided in
Section 4.04 hereof.

SECTION 1.27. "DEVELOPMENT COMMITTEE" means the committee established
pursuant to Section 5.01 hereof to administer the Partnership from the date
hereof through the Final Completion Date in connection with the development of
the Project.

SECTION 1.28. "DISTRIBUTABLE CASH" means Operating Cashflow less all
payments made in respect of Deficiency Loans and Additional Loans.

SECTION 1.29. "DISTRIBUTABLE CASH FROM A CAPITAL TRANSACTION" means
Extraordinary Cashflow less all payments made in respect of Deficiency Loans and
Additional Loans.

SECTION 1.30. "ECONOMIC RISK OF LOSS" shall have the meaning set forth
in Section 1.704-1T(b)((4)(iv)(k)(1) of the Regulations.

SECTION 1.31. "EXTRAORDINARY CASHFLOW" means the gross cash proceeds
received by the Partnership resulting from a Capital Transaction, reduced by all
costs, expenditures, fees, amounts needed for any required debt repayments,
funds reserved for repair, replacement or reconstruction of the Project and any
other reserves established by mutual agreement of the

General Partners to meet obligations of the Partnership, but before providing
for the payment of (i) the Preferred Return and Deferred Preferred Return, (ii)
the Incentive Management Fee, and (iii) the Deficiency Loans and Additional
Loans.

SECTION 1.32. "FINAL COMPLETION DATE" means the date of final
completion of the last portion of the physical construction and renovation
aspects of the Project.

SECTION 1.33. "FIRST MORTGAGE LOANS" means the construction and
initial permanent loan for the Project, obtained by the Partnership with the
consent of both General Partners as provided in Section 4.04 hereof, repayment
of which is secured by a first mortgage lien on the Project, and any
refinancings or replacements thereof. It is contemplated that the First Mortgage
Loan shall initially be the Mitsubishi Credit Facility.

SECTION 1.34. "FIRST MORTGAGE LOAN DOCUMENTS" means all documents and
all instruments evidencing the Partnership's obligations under the First
Mortgage Loan including the notes, loan agreements, mortgages, and deeds of
trust relating to the construction or permanent financing thereof and all other
documents and instruments executed and delivered in connection therewith.

SECTION 1.35. "FISCAL YEAR" is defined in Section 4.09 hereof.

SECTION 1.36. "GAIN FROM A CAPITAL TRANSACTION" is defined in
paragraph (B) of Section 7.01 hereof.

SECTION 1.37. "GENERAL PARTNERS" means initially the KG General
Partner and the WKA General Partner in their capacities as general partners of
the Partnership, and their successors or transferees who are admitted as general
partners of the Partnership under the terms of this Venture Agreement.

SECTION 1.38. "HARD COSTS" means the cost for the items listed on
Exhibit A annexed hereto and such other items as may hereafter be included as
Hard Costs with the consent of both General Partners as provided in Section 4.09
hereof.

SECTION 1.39. "INCENTIVE MANAGEMENT FEE" means the 10% of Resort
Operating Profits payable to the Resort Manager under the Management Agreement.

SECTION 1.40. "INTEREST" means the entire ownership interest of a
Limited Partner or General Partner of the Partnership at any particular time,
including the right of any such Partner to any and all benefits to which such
Partner may be entitled under this Venture Agreement, together with the
obligations of such Partner to comply with all the terms and provisions of this
Venture Agreement and the Act.

SECTION 1.41. "KG LOAN" means a loan made by the KG General Partner to
the WKA General Partner pursuant to Section .

SECTION 1.42. "KG GENERAL PARTNER" means Kumagai Caribbean, Inc.

SECTION 1.43. "LIMITED PARTNER" means any Class A Limited Partner and
any Class B Limited Partner.

SECTION 1.44. "MAJOR DECISION" is defined in Section 4.04 hereof.

SECTION 1.45. "MANAGEMENT AGREEMENT" means the development services
and management agreement of even date herewith entered into between the
Partnership and the Resort Manager pursuant to which the Resort Manager will
render services to the Partnership during the Construction Phase and become
manager of the Resort on the Commencement Date.

SECTION 1.46. "MINIMUM GAIN ATTRIBUTABLE TO PARTNER NONRECOURSE DEBT"
shall have the meaning set forth in Section 1.704-1T(b)(4)(iv)(h) of the
Regulations.

SECTION 1.47. "MITSUBISHI CREDIT FACILITY" means the credit facility
to be provided by Mitsubishi Bank, Ltd. in the principal amount of not less than
$113,400,000 to be available as construction financing and thereafter
"permanent" financing for the Project, the proceeds of which will constitute the
First Mortgage Loan.

SECTION 1.48. "NET INCOME" is defined in paragraph (A) of Section 7.01
hereof.

SECTION 1.49. "NET LOSS" is defined in paragraph (A) of Section 7.01
hereof.

SECTION 1.50. "NET LOSS FROM A CAPITAL TRANSACTION" is defined in
paragraph (B) of Section 7.01 hereof.

SECTION 1.51. "NONRECOURSE DEDUCTIONS" shall have the meaning set
forth in Section 1.704-1T-(b)(4)(iv)(b) of the Regulations.

SECTION 1.52. "NONRECOURSE LIABILITY" shall have the meaning set forth
in Section 1.704-1T-(b)(4)(iv)(k)(3) of the Regulations.

SECTION 1.53. "OFFER" is defined in paragraph (B) of Section 9.03
hereof.

SECTION 1.54. "OFFERING PRICE" is defined in paragraph (B) of Section
9.03 hereof.

SECTION 1.55. "OPERATING CASHFLOW" means all cash received by the
Partnership from all sources (including investment income from all reserves and
other liquid investments of the Partnership but excluding proceeds from a
Capital Transaction) less all cash expended or reserved for all due and maturing
liabilities, including debt service (principal and interest) on the First
Mortgage Loan and the Subordinated Mortgage Loan, capital and operating
expenditures, and other obligations of the Partnership whether or not secured by
the assets of the Partnership but no deductions shall be made for (i)
expenditures and reserves actually

deducted in determining Extraordinary Cashflow, (ii) the Preferred Return and
Deferred Preferred Return, (iii) the Incentive Management Fee and (iv) the
Deficiency Loans and Additional Loans.

SECTION 1.56. "PARTNER" shall mean a General Partner, a Limited
Partner or both as the context shall refer.

SECTION 1.57. "PARTNER NONRECOURSE DEBT" shall have the meaning set
forth in Section 1.704-1T(b)(4)(iv)(k)(4) of the Regulations.

SECTION 1.58. "PARTNER NONRECOURSE DEDUCTIONS" is defined in paragraph
III 2. of the Appendix.

SECTION 1.59. "PARTNERSHIP" means the limited partnership formed by
this Venture Agreement.

SECTION 1.60. "PARTNERSHIP MINIMUM GAIN" shall have the meaning set
forth in Section 1.704-1T(b)(4)(iv)(c) of the Regulations.

SECTION 1.61. "PARTNER'S SHARE OF PARTNERSHIP MINIMUM GAIN" shall be
calculated as set forth in Section 1.704-1T(b)(4)(iv)(f) of the Regulations.

SECTION 1.62. "PARTNER'S SHARE OF MINIMUM GAIN ATTRIBUTABLE TO PARTNER
NONRECOURSE DEBT" shall be calculated as set forth in Section
1.704-1T(b)(4)(h)(5) of the Regulations.

SECTION 1.63. "PLANS AND SPECIFICATIONS" means the plans and
specifications relating to the renovation and construction of the Project as the
same shall be initially approved by both General Partners and thereafter
changed, amended, modified or refined from time to time as provided in Section
4.04 hereof.

SECTION 1.64. "PREFERRED RETURN" means for any Fiscal Year or part
thereof an 8.5% annual rate of return on the amount of each Partner's
Unrecovered Capital calculated based upon the amount of each Partner's
Unrecovered Capital from day to day.

SECTION 1.65. "PRE-OPENING BUDGETS" means budgets and requests for
payment approvals submitted by the Resort Manager in connection with the
development of the Project and as provided in the Management Agreement. Once
approved by the Partnership, Pre-Opening Budgets shall be included within the
term Approved Budgets.

SECTION 1.66. "PRE-OPENING PERIOD" means from the date hereof through
and including the Commencement Date.

SECTION 1.67. "PROJECT" means all matters relating to the acquisition
of the El Conquistador land and buildings, all things associated with the
construction, renovation and completion of the Resort including equipping the
Resort and making it operational as a first class, luxury destination
mega-resort.

SECTION 1.68. "RECAPTURE" means that portion of the gain on any sale,
exchange or other disposition of Partnership property which is characterized as
ordinary income by virtue of the recapture rules of Section 1250 or Section 1245
of the Code.

SECTION 1.69. "REGULATIONS" means United States Treasury Regulations.

SECTION 1.70. "RESIDUAL PARTNERSHIP INTEREST" means for each Partner
the percentage set forth as such in Sections 3.01 and 3.02 hereof, as the same
may be amended from time to time.

SECTION 1.71. "RESORT" means the land and all buildings, property and
facilities resulting from completion of the Project as the same may exist from
time to time.

SECTION 1.72. "RESORT GROSS REVENUES" shall mean all gross revenues
from all operations of the Resort, including, without limitation, all revenues
from rooms, golf course (including dues and the first $5,000 of each initiation
or membership fee but not amounts in excess thereof), marina, food and beverage,
telephone, telex, interest, casino net wins, condominium net rentals, rentals or
other payments from lessees, licensees, or concessionaires (but not including
the licensees' or concessionaires' receipts), proceeds of business interruption
insurance, and all other receipts (exclusive of tips, service charges added to a
customer's xxxx or statement in lieu of gratuities, which are payable to Resort
employees, taxes collected and remitted to others, and the value of
complimentary rooms, food and beverages, except those purchased by the casino),
minus actual credits and refunds made to customers, guests or patrons.

SECTION 1.73. "RESORT MANAGER" means Xxxxxxxx Hospitality Management
Corporation as the manager of the Resort including the hotel, casino, golf
course, marina, condominiums and related operations constituting the Resort
pursuant to the Management Agreement, and any permitted assignee thereof.

SECTION 1.74. "RESORT OPERATING PROFITS" shall mean Resort Gross
Revenues less all operating expenses of the Resort whether designated herein as
an obligation of Manager, the Partnership or the Resort, including, without
limitation, (a) the Basic Management Fee; (b) marketing expenses; (c) repair and
maintenance; (d) utility charges; (e) reserve for replacement of furniture,
fixtures and equipment; (f) administrative and general expenses (including bad
debt reserve); and (g) premiums for life, accident, workers compensation, health
and other insurance furnished to or for the benefit of employees of the Resort
and premiums for other insurance of a similar nature; but prior to deducting (i)
premiums for liability, property and casualty

insurance; (ii) depreciation of building, plant, furniture, fixtures and
equipment; (iii) amortization of pre-opening expenses; (iv) financing costs
including interest charges, principal payment and debt service; (v) capital
expenditures and payments on leases other than amounts included in the reserve
for replacement of furniture, fixtures and equipment; (vi) property taxes and
taxes on income; (vii) the Incentive Management Fee; (viii) real property
rentals.

SECTION 1.75. "SECURITY AGREEMENT" is defined in Section 6.03(C).

SECTION 1.76. "SELLING PARTNER" is defined in Section 9.03 hereof.

SECTION 1.77. "SOFT COSTS" means the cost for the items listed on
Exhibit C annexed hereto and such other items as may hereafter be included as
Soft Costs by the consent of both General Partners as provided in Section 4.04
hereof.

SECTION 1.78. "SUBORDINATED MORTGAGE LOAN" means the construction and
permanent loan in an amount not less than $21,000,000 or such other amount as
the General Partners shall approval as provided in Section 4.04 hereof, made by
the Government Development Bank of Puerto Rico, secured by a second mortgage
lien on the Project and any refinancings or replacements thereof.

SECTION 1.79. "SUBORDINATED MORTGAGE LOAN DOCUMENTS" means all
documents and instruments evidencing the Partnership's obligations under the
Subordinated Mortgage Loan including the notes, loan agreements, mortgages, and
deeds of trust relating to the construction and permanent financing thereof and
all other documents and instruments executed and delivered in connection
therewith.

SECTION 1.80. "TARGET CAPITAL ACCOUNT" is defined in paragraph (B) of
Section 7.02 hereof.

SECTION 1.81. "TAX MATTERS PARTNER" is defined in paragraph (A) of
Section 4.10 hereof.

SECTION 1.82. "TOTAL PROJECT COSTS" means the sum of the Hard Costs
and Soft Costs as the same are approved by both General Partners from time to
time as provided in Section 4.04 hereof.

SECTION 1.83. "TREAS. REG. 'SS' means Regulation Section.

SECTION 1.84. "UNRECOVERED CAPITAL" means with respect to each Partner
the amount at any time of such Partner's Capital Contribution actually made to
the Partnership, reduced by distributions made to such Partner pursuant to
paragraph (G) of Section 8.02 hereof.

SECTION 1.85. "VENTURE AGREEMENT" means this agreement of limited
partnership as the same may be amended or restated in writing from time to time.

SECTION 1.86. "WKA" means WKA El Con Associates.

SECTION 1.87. "WKA GENERAL PARTNER" means WKA El Con Associates, a New
York general Partnership.

ARTICLE TWO

FORMATION AND ORGANIZATION

SECTION 2.01. FORMATION. The parties hereto hereby form a limited
partnership under and pursuant to the laws of the State of Delaware and the Act
for the purposes set forth in Section 2.03 hereof. The rights, duties and
liabilities of the Partners shall be as provided by the laws of the State of
Delaware, except as otherwise expressly provided in this Venture Agreement.

SECTION 2.02. NAME, PLACE OF BUSINESS AND OFFICE. The name of the
Partnership shall be EL CONQUISTADOR PARTNERSHIP L.P. The business of the
Partnership shall be conducted under that name or such other name as may be
mutually agreed to by the General Partners. The office and principal place of
business of the Partnership shall be such place or places as the General
Partners may from time to time mutually determine. The WKA General partner shall
promptly notify the Limited Partners of the location of and any change in the
location of the principal office of the Partnership. If required by applicable
law, the WKA General Partner shall file or record an assumed or fictitious name
certificate in the appropriate records in each place in which the nature of the
operations of the Partnership makes such filings or recordings necessary. The
General Partners shall promptly execute and cause to be filed with the Secretary
of State of the State of Delaware an appropriate certificate of limited
partnership as required by the Act. The WKA General Partner shall do all other
acts and things (including publication or periodic filings of any certificate)
that may now or hereafter be required for the perfection and continuing
maintenance of the Partnership as a limited partnership under the laws of the
State of Delaware.

SECTION 2.03. PURPOSE. the business and purpose of the Partnership
shall be to acquire, own, renovate, develop, improve, finance, refinance,
operate, lease and sell the Project and Resort as a first class, luxury
destination mega-resort and perform any and all acts and services necessary or
desirable in connection with the foregoing. The relationship between and among
the Partners shall be limited to the performance of the specific purposes of the
Partnership as set forth in this Venture Agreement. Nothing herein shall be
construed to create a general purpose partnership between or among the Partners
or any of them; to authorize any partner to

act as general agent for any other; or to confer or grant to any Partner any
proprietary interest in, or to subject any Partner to any liability for or in
respect of, the business, assets, profits or obligations of any other Partner,
except only to the extent contemplated by this Venture Agreement.

SECTION 2.04. TERM. The Partnership shall commence on the date that
the certificate of limited partnership of the Partnership as required by the Act
is filed with the Secretary of State of the State of Delaware and shall continue
for a term ending March 31, 2030 unless sooner terminated as provided in Article
Thirteen hereof.

ARTICLE THREE

PARTNERS AND CAPITAL

SECTION 3.01. GENERAL PARTNERS. The names and addresses of each
General Partner, its Capital Contribution and its "Residual Partnership
Interest" in the Partnership are as follows:

=========================================================================================================
Residual
Capital Partnership
Contribution Interest
---------------------------------------------------------------------------------------------------------

Kumugai Caribbean, Inc. $3,150,000 15%
Ala Moana Pacific Center
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
---------------------------------------------------------------------------------------------------------
WKA El Con Associates $1,350,000 15%
c/o WMS Industries Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
=========================================================================================================

SECTION 3.02. LIMITED PARTNERS. The names and addresses of the Limited
Partners, their Capital Contributions and their Residual Partnership Interest in
the Partnership are as follows:

=========================================================================================================
Residual
Capital Partnership
Class A Limited Partner Contribution Interest
---------------------------------------------------------------------------------------------------------

Kumugai Caribbean, Inc. $17,850,000 35%
Ala Moana Pacific Center
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000

=========================================================================================================

=========================================================================================================
Residual
Capital Partnership
Class B Limited Partner Contribution Interest
---------------------------------------------------------------------------------------------------------

WKA El Con Associates $ 7,650,000 35%
c/o WMS Industries Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
=========================================================================================================

SECTION 3.03. CAPITAL CONTRIBUTIONS OF THE PARTNERS. The Partners
shall make up to THIRTY MILLION ($30,000,000) Dollars in aggregate Capital
Contributions to the Partnership in cash, as set forth in this Article 3.
Capital Contributions shall be made in such amounts and at such time or times as
shall be determined jointly by the General Partners. It is expected that Capital
Contributions will be made from time to time in sufficient amounts to reimburse
the General Partners or their affiliates, as the case may be, and the Resort
Manager for expenses incurred by them prior to the date hereof in connection
with the Project and the formation of the Partnership and to provide for timely
payment of expenses incurred in connection with the Project, including the
purchase of the El Conquistador land and buildings. Annexed hereto as Exhibit E
are the expenses incurred and commitments made as of the date set forth therein
in connection with the Project. Such expenses or commitments are hereby

approved by the Partnership and the General Partners and shall be reimbursed or
paid, as applicable, by the Partnership. Whenever Capital Contributions are to
be made, each Partner shall make such Capital Contribution within seven (7)
business days after its receipt of written request therefor signed by the WKA
General Partner, in the same proportion as such Partner's total Capital
Contribution bears to $30,000,000. No partner shall be required to make a
Capital Contribution in excess of its proportionate share and the amount set
forth above as its total Capital Contribution.

SECTION 3.04. CONTRIBUTIONS OF RIGHT TO ACQUIRE EL CONQUISTADOR LAND
AND BUILDINGS. Each of the Partners hereby assigns and contributes to the
Partnership all of its respective rights to negotiate for and acquire the El
Conquistador land and buildings, including, without limitation, all of the
Partners' rights under that certain agreement dated August 18, 1989 between the
Resort Manager and the Government Development Bank for Puerto Rico referred to
in Exhibit G annexed hereto and each of the Partners shall cause their
affiliates to provide the Partnership with any and all rights they may have to
acquire the El Conquistador land and buildings.

SECTION 3.05. NO RIGHT TO RETURN OF CAPITAL. No Partner shall have the
right to withdraw any part of its Capital Contribution or to demand or receive
the return of its Capital Contribution except as expressly set forth herein.

SECTION 3.06. NO OBLIGATION TO RESTORE DEFICITS. No Partner shall be
obligated to restore any deficit balance in its Capital Account upon the
dissolution and liquidation of the Partnership.

ARTICLE FOUR

MANAGEMENT OF THE PARTNERSHIP

SECTION 4.01. AUTHORITY OF GENERAL PARTNERS. The General Partners, as
such, and not the Limited Partners, as such, shall have full and complete
discretion in the management of the Partnership for the purposes set forth in
Section 2.03 and to do all things necessary, desirable or convenient to carry on
the business of the Partnership without notice to or obtaining the consent of
the Limited Partners. Subject to the foregoing, the General Partners shall
perform or cause to be performed, at the Partnership's expense and in its name,
the development and completion of the Project, the negotiation and coordination
of contracts for the acquisition of the Project, the arrangement for long-term
loans and the coordination of all management, leasing and operational functions
relating to the Resort upon its completion. Without limiting the generality of
the foregoing, the General Partners (subject to the provisions of this Venture
Agreement) are expressly authorized on behalf of the Partnership to:

(A) operate any business normal or customary for the owner of a
hotel/casino/resort property similar to the Project;

(B) perform any and all acts necessary or appropriate to the
acquisition, development, leasing, and operation of the Project, including, but
not limited to, making applications for rezoning or objections to rezoning of
other property, and commencing, defending and/or settling litigation regarding
the Partnership, the Project or any aspect thereof;

(C) procure and maintain with responsible companies such
insurance as may be available in such amounts and covering such risks as are
deemed appropriate by the General Partners, but in no event shall the amount of,
or risks covered by, such insurance be

less than that which is required pursuant to the First Mortgage Loan and the
Subordinated Mortgage Loan (during the term of the First Mortgage Loan and the
Subordinated Mortgage Loan), provided that such insurance is available;

(D) take and hold all property of the Partnership, real, personal
and mixed, in the Partnership name, or in the name of a nominee of the
Partnership for the purpose of placing a mortgage on the Project or closing a
loan relating to the Project;

(E) mortgage, lease, sell or otherwise dispose of all or any
portion of the assets of the Partnership and execute and deliver on behalf of
and in the name of the Partnership, or in the name of a nominee of the
Partnership, deeds, deeds of trust, notes, leases, subleases, mortgages, bills
of sale, financing statements, security agreements, easements and any and all
other instruments necessary or incidental to the conduct of the Partnership's
business and the financing thereof;

(F) coordinate all accounting and clerical functions of the
Partnership and employ such accountants, lawyers, managers, agents and other
management, professional or service personnel, including affiliates as may from
time to time be required to carry on the business of the Partnership;

(G) collect all rents and other income accruing to the
Partnership and pay all costs, expenses, debts and other obligations of the
Partnership;

(H) negotiate and execute for and on behalf of the Partnership
leases for space or units in the Project on such terms and conditions as the
General Partners may determine in their sole discretion;

(I) pay the fees, commissions and expense reimbursements provided

for elsewhere in this Venture Agreement;

(J) invest Partnership funds in United States Treasury
obligations, bankers acceptances, money market accounts, certificates of
deposit, investment grade commercial paper and similar money market and short
term instruments;

(K) enter into the Management Agreement and the Construction
Management Agreement;

(L) perform any and all obligations provided elsewhere in this
Venture Agreement to be performed by the General Partners;

(M) otherwise provide for the management of the Project on such
terms as the General Partners shall determine, in the exercise of their sole
discretion;

(N) elect to terminate or dissolve the Partnership;

(O) enter into any contracts, agreements or arrangements with or
make loans to or pay compensation or fees to any Partner or an affiliate of any
Partner or any officer, director, employee or agent of any Partner or any
affiliate of any Partner;

(P) amend this Venture Agreement including any amendment to
create a class or group of partnership interests not previously outstanding,
including any class or group senior in any respect to the Limited Partners;

(Q) admit any Partners to the Partnership;

(R) purchase or otherwise acquire any new or additional projects
which may expand the purposes of the Partnership whether or not located on the
Partnership's property and whether or not providing any ownership or other
economic interest therein to the Limited Partners.

SECTION 4.02. OPERATION OF THE PARTNERSHIP. Except as otherwise set
forth in this Article FOUR and in Article FIVE, from and after the Commencement
Date with respect to the operations of the Resort and from and after the Final
Completion Date with respect to all other matters, the WKA General Partner shall
have the full and exclusive right to manage and control the business and affairs
of the Partnership and to make all decisions regarding the business of the
Partnership and shall otherwise have all of the rights, powers and obligations
of a general partner of a limited partnership under the Act. In performing its
duties under this Venture Agreement, the WKA General Partner shall have all
power and authority to act in the name and on behalf of the Partnership and the
Partners in connection with the affairs of the Partnership necessary to perform
such duties. No Limited Partner in its capacity as such, shall participate in
the management of or have any control of the Partnership's business nor shall
any Limited Partner, as such, have the power to represent, act for, sign for or
bind any General Partner or the Partnership.

SECTION 4.03. LIABILITY OF PARTNERS. No General Partner and none of
its officers, directors, partners, employees or agents, whether acting as a
General Partner, a member of the Development Committee or otherwise, shall have
any liability to the Partnership or to any other Partner for any acts performed
by such General Partner, officer, director, partner, employee or agent, by or on
behalf of the Partnership in its capacity as such except for gross negligence or
willful misconduct.

SECTION 4.04. MAJOR DECISIONS REQUIRING CONSENT. Anything else in this
Venture Agreement notwithstanding, no General Partner shall take any of the
following actions (each a "Major Decision") on behalf of the Partnership without
first obtaining the written

consent of the other General Partner:

(A) Approve the initial plans and specifications for all or any
portion of the Project which, when so approved, shall be deemed the Plans and
Specifications or authorize any amendment, change, modification or refinement in
the Plans and Specifications as previously approved which shall have the effect
of diminishing the scope or quality of the Project or increasing the Total
Project Costs or allocations in the Development Budget.

(B) Authorize budgets to implement the Project including
amendments, changes, modifications and refinements of the Development Budget,
Pre-Opening Budgets or Annual Budgets, authorize any increase in the Total
Project Costs, the Hard Costs, the Soft Costs or any item thereof or authorize
any reallocation of amounts designated for categories of items included in the
Development Budget.

(D) Grant any consent or approval of the Partnership under the
Construction Management Agreement or accept the Project or any portion thereof
under any agreement with a general contractor.

(E) Accept bids from contractors, award contracts relating to the
Project, or approval change orders under any construction agreement.

(F) Apply for, execute, amend or modify the First Mortgage Loan
Documents or the Subordinated Mortgage Loan Documents, approve the amounts
thereof, or apply for, execute, amend or modify in any material respect any
other material mortgage, deed of trust, pledge, encumbrance or other
hypothecation or security agreement affecting the Project

or any interest therein, or execute any financing statement in connection
therewith except, if necessary, a third mortgage on the Project to be granted to
the KG General Partner to secure the KG Loans.

(G) Execute, enter into, amend or terminate any material
agreement of the Partnership including, without limitation, the Management
Agreement, the Construction Management Agreement and the agreement between the
Partnership and the Land Administration of Puerto Rico pursuant to which the
Partnership intends to acquire the El Conquistador land and buildings except
that the KG General Partner, acting alone on behalf of the Partnership, shall
have the right to exercise the Partnership's right under Section 8.1.2. of the
Management Agreement to terminate the Management Agreement as provided therein.

(H) Execute or enter into any contract or agreement (including
any financing or refinancing arrangement or undertaking) relating to borrowed
money on behalf of the Partnership or amend in any material respect any
contract, agreement or undertaking relating to borrowed money.

(I) Abandon the Project or terminate the Partnership.

(J) Purchase, acquire or undertake any Additional Projects beyond
the scope of the initial Resort whether or not located on the Partnership's
property.

(K) Sell, assign, transfer, exchange, grant or otherwise dispose
of the Project or any substantial portion thereof.

(L) Make, execute or deliver on behalf of the Partnership any
assignment for the benefit of creditors or any guarantee, indemnity bond or
surety bond, or file any Bankruptcy proceeding on behalf of the Partnership.

(M) Obligate the Partnership or any Partner as a surety,
guarantor or accommodation party except as specifically provided in this Venture
Agreement.

(N) Have any property of the Partnership partitioned or file a
complaint or institute any proceeding at law or in equity to have any such
property partitioned.

(O) Amend this Venture Agreement or admit any Partners to the
Project except as specifically provided in this Venture Agreement.

(P) Terminate, change or appoint the firm of independent
certified public accountants designated for the Partnership or authorize or
approve the terms of the Partnership's business relationship with such
accountants.

(Q) Enter into or amend or terminate any agreement with any
Partner or any affiliate of any Partner except as otherwise provided in this
Venture Agreement.

(R) Authorize disbursement of Partnership funds other than in
accordance with the Development Budget or approved Budgets.

(S) Require Capital Contributions to be made.

(T) Change the Partnership's Fiscal Year.

(U) Amend, change, modify, extend or otherwise alter that certain
agreement dated August 18, 1989 between the Resort Manager and the Government
Development Bank for Puerto Rico referred to in Exhibit G annexed hereto, or the
letter of credit deposited pursuant thereto.

SECTION 4.05. CONSENT OF GENERAL PARTNERS. The written consent of a
General Partner to a Major Decision shall be evidenced by the signatures of such
General Partner as set forth in Exhibit D hereto. Any General Partner can change
the signatures necessary for a Major

Decision by written notice to the other General Partner signed by a person
authorized to sign on behalf of such General Partner immediately prior to such
notice. Each General Partner shall use its best efforts to respond promptly to
all requests for consent and shall cooperate with the other General Partner in a
prompt and timely manner to resolve or compromise any differences between the
General Partners in respect of any Major Decision so as to avoid and prevent any
adverse affect on the Partnership's business.

SECTION 4.06. FINANCIAL INFORMATION. The WKA General Partner shall, at
the expense of the Partnership, maintain or cause to be maintained the books and
records of the Partnership (including all items of income and loss) in
accordance with generally accepted accounting principles consistently applied.
The WKA General Partner shall prepare or cause to be prepared and delivered to
each of the Partners the following financial statements:

(A) not later than 120 days after the end of each Fiscal Year of
the Partnership, a balance sheet, an income statement and a statement of cash
flows of the Partnership for such fiscal year, certified by the independent
certified public accountants then servicing the Partnership as having been
prepared in accordance with generally accepted accounting principles
consistently applied; and

(B) not later than 45 days after the end of each of the first
three quarters of the Partnership's Fiscal Year, an unaudited balance sheet,
income statement and statement of cash flows for such quarter.

In addition, the WKA General Partner shall cause to be furnished to
each General Partner the monthly financial reports provided to the Partnership
by the Resort Manager under the terms of the Management Agreement.

SECTION 4.07. ACCOUNTANTS. Initially the firm of Ernst & Young shall
serve as the independent certified public accountants for the Partnership.

SECTION 4.08. TAX RETURNS. The WKA General Partner shall engage and
instruct the independent certified public accountants or other professionals
then servicing the Partnership to prepare income tax returns for the Partnership
as soon as practical after the end of each of the Partnership's fiscal years and
shall instruct such accountants to deliver such tax returns to each of the
General Partners for their review and reasonable approval prior to their
delivery to each Partner and the filing thereof with the appropriate
governmental agencies.

SECTION 4.09. FISCAL YEAR. The Fiscal Year of the Partnership shall
end on each March 31 or on such other date as shall be agreed to by both General
Partners as provided in Section 4.04 hereof.

SECTION 4.10. TAX MATTERS PARTNER.

(A) Designation of Tax Matters Partner. The WKA General Partner
shall be the tax matters partner as defined in Section 6231(a)(7) of the Code
(the "Tax Matters Partner").

(B) Duties of Tax Matters Partner. To the extent and in the
manner provided by applicable law and regulations, the Tax Matters Partner
shall:

(1) furnish the name, address, partnership interest and
taxpayer identification number of each Partner, including any successor to a
Partner, to the Secretary of the Treasury or his delegate (the "Secretary"); and

(2) keep each Partner informed of the administrative and
judicial proceedings for the adjustment at the Partnership level of any item
required to be taken into

account by a Partner for income tax purposes (such administrative proceeding
referred to hereinafter as a "tax audit" and such judicial proceeding referred
to hereinafter as "judicial review").

(C) Authority of Tax Matters Partner. Without the consent of the
other General Partner, the Tax Matters Partner shall not:

(1) enter into any settlement with the Internal Revenue
Service, the Secretary or other taxing authority;

(2) seek judicial review of any administrative adjustment;

(3) file a request for an administrative adjustment or a
petition for judicial review with respect thereto;

(4) enter into any agreement with the Internal Revenue
Service or other taxing authority to extend the period for assessing any tax
which is attributable to any item required to be taken into account by a Partner
for tax purposes, or an item affected by such item; or

(5) take any other action or behalf of the Partners or the
Partnership in connection with any tax audit or judicial review regardless of
whether or not permitted by applicable law or regulations.

(D) Participation by other General Partner. The Tax Matters
Partner shall give reasonable advance notice to the other General Partner of all
meetings and discussions between the Partnership and the Internal Revenue
Service, the Secretary and all other governmental authorities and courts
asserting jurisdiction with respect to tax matters and all agents and
representatives of the foregoing and the KG General Partner shall have the
right,

together with the Tax Matters Partner, to meet, discuss and negotiate with such
persons and entities.

SECTION 4.11. DELEGATION OF AUTHORITY. Except as otherwise set forth
in this Venture Agreement, the General Partners jointly or any one of them with
the consent of the other, may appoint, employ, contract or otherwise deal with
any person for the transaction of the business of the Partnership, which person
may, under supervision of the General Partners, perform any acts or services for
the Partnership as the General Partners may approve.

SECTION 4.12. GENERAL PARTNERS OR AFFILIATES DEALING WITH THE
PARTNERSHIP.

(A) Nothing in this Venture Agreement shall be construed to
prevent any Partner or any affiliate thereof from acting as resort manager for
the Resort and/or construction manager or general contractor for the Project.
The Partners acknowledge that it is presently contemplated that an affiliate of
WKA shall be engaged by the Partnership to render development services to the
Partnership during the Construction Phase and to act as the Resort Manager and
that an affiliate of the KG General Partner shall be engaged to render services
to the Partnership during the Construction Phase. The Partners acknowledge that
no General Partner shall be entitled to payment of any fee for its services as a
General Partner but the Partners acknowledge that various fees will be paid to
Partners for services rendered by them in their capacities other than as
Partners.

(B) In addition to services elsewhere set forth in this Venture
Agreement, the General Partners or any affiliate thereof shall have the right to
contract or otherwise deal with the Partnership for the purchase or sale of
property or services or for other purposes upon such terms as the General
Partners in their sole discretion shall determine and

the General Partners shall have no duty to disclose such arrangements or such
relationships to the Limited Partners.

SECTION 4.13. OTHER BUSINESS ACTIVITIES. No General Partner shall be
obligated to devote its full time to the Partnership, or to devote its
financial, personnel or other services or resources exclusively for the benefit
or on behalf of the Partnership or to the activities in which the Partnership is
participating, but shall only be obligated to devote such time, attention and
resources to the conduct of the business of the Partnership as it shall deem
reasonably necessary for the conduct of such business and the performance of
such parties obligations hereunder, and the General Partners are expressly
authorized to exercise their powers and discharge their duties hereunder through
their affiliates and employees of such affiliates. Any General Partner and any
shareholder, partner or affiliate of a General Partner, direct or indirect, may
engage in or possess an interest in other business ventures of every nature and
description and in any vicinity whatsoever, including the ownership, operation,
management and development of real property or resorts, and, except as otherwise
provided in this Article, neither the Partnership, nor any other Partner, shall
have any rights in or to such independent ventures or to any profits therefrom.
Any of such activities may be undertaken with or without notice to or
participation therein by the other Partners. Each Partner and the Partnership
hereby waive any right or claim that they may have against any Partner (or any
shareholder or partner of a partner) now or hereafter conducting such activity
with respect to the income or profits therefrom. The Partners acknowledge that
affiliates of WKA are engaged and affiliates of the KG General Partner expect to
become engaged in Puerto Rico in the business of owning, operating, managing and
developing hotel and casino resorts and that nothing in the Venture

Agreement or otherwise shall be construed to limit, prevent or otherwise impair
such activities. Except as otherwise provided in this Article, no General
Partner or any of its affiliates shall have any obligation to offer any
opportunity to the Partnership or any Partner or allow the Partnership to invest
in any property or business of any General Partner or of any of their
affiliates. Neither the Partnership nor any Partner shall by virtue of this
Venture Agreement have any right, title or interest in or to such permitted
independent activities or ventures. Notwithstanding the foregoing, if a General
Partner of an affiliate thereof undertakes or has an opportunity to undertake or
participate in any project any portion of which is located within a one mile
radius from the Resort's property line, then it shall offer the other General
Partner individually, not the Partnership, an opportunity to participate
therein. If such other General Partner desires to participate, either directly
or through an affiliate, then the General Partners shall negotiate in good faith
equitable terms upon which they both may participate in such project, and, in
the event of any failure to reach agreement, each of the General Partners shall
have the right to participate in such project on an equal basis.

SECTION 4.14. ADDITIONAL PROJECTS. The General Partners acknowledge
that this Partnership has been formed for the purpose of developing the Project
in accordance with the description of the Project set forth in Exhibit B
attached hereto and thereafter operating the Resort as first class, luxury
destination mega-resort. It is the present intention of the General Partners,
however, to consider the pursuit of further development of the real estate on
which the Project is located and the acquisition and development of related real
estate opportunities in connection with the Resort such as condominiums,
time-sharing units and an additional gift course (herein referred to as
"Additional Projects"). The undertaking of such Additional

Projects may be undertaken by the Partnership, by the General Partners for their
own benefit or a new partnership or other entity formed for such purpose. Except
as otherwise provided in Sections 4.13 and 4.15 of this Venture Agreement, the
General Partner shall have no obligation to the Partnership or the Limited
Partners with respect to such Additional Projects. In the event a new or
different partnership or other entity is formed for any Additional Project, it
is the present intention of the General Partners that such new partnership or
other entity be jointly owned in equal shares by WKA and the KG general partner,
for their own benefit, and that all funds required to be contributed by such
General Partners to such entity and participation in the profits and losses of
such entity shall be on an equal basis. The foregoing is merely an expression of
the General Partners' present intentions and shall not be construed as a binding
agreement of the General Partners to undertake such Additional Projects or to
participate in such Additional Projects. Nothing contained herein shall obligate
any General Partner to engage in any Additional Project unless such General
Partner shall specifically agree to do so in writing. The General Partners shall
be free to form such new entities and to enter into any arrangements on behalf
of the Partnership with such new entities as they in their sole discretion shall
determine.

SECTION 4.15. INITIAL CONDOMINIUM UNITS.

(A) The parties contemplate that at least 100 condominium units
(each unit being capable of rental as three separate hotel rooms thereby
resulting in the potential availability of at least 300 hotel rooms upon
completion of all such units and each unit being referred to as a "Condominium"
and all units being collectively referred to as the "Condominiums") will be
constructed between 1992 and 1995. These Condominiums are

anticipated to be constructed in sections consisting of at least 25 Condominiums
per section on that portion of the present El Conquistador land situated south
of the "clifftop" building, on the bluff, overlooking the golf course, having
Fajardo Bay to the East and the golf course and spa to the West. Each section is
contemplated to include a swimming pool. It is also contemplated that prior to
the commencement of construction, each Condominium shall be sold to private
investors purchasing such Condominium pursuant to contracts executed prior to
the commencement of construction of each Condominium. The Condominiums will be
offered and sold on substantially the same terms as similar units are then being
offered at Palmas del Mar and the Hyatt Dorado Beach Hotel and the Partnership
will offer to manage such units on the same terms contained in management
agreements covering similar units at Palmas del Mar and the Hyatt Dorado Beach.
In the event the KG General Partner elects, in writing delivered to WKA by not
later than one year after the Commencement Date, not to participate in the
construction and sale of the Condominiums, WKA shall thereafter, in its
discretion, be entitled to do so directly or through its affiliates. In such
event, WKA's construction of the Condominiums shall occur without participation
in the profit, loss, construction or financing of such Condominiums by the
Partnership or the KG General Partner and all profits and losses with regard to
the construction or sale of such Condominiums shall inure to the benefit of WKA.

(B) Unless the KG General Partner has elected not to participate
in the construction and development of the Condominiums, then development and
construction thereof shall be accomplished by a new entity (the "Condo Entity"),
separate and different, from the Partnership which Condo Entity shall have been
formed for that purpose by WKA and the KG General Partner. The Condo Entity
shall be jointly owned in equal shares by WKA and the KG

General Partner, for their own benefit and not for the benefit of the
Partnership or any other Partners thereof, and all funds required to be
contributed by such General Partners to the Condo Entity and participation in
the profits and losses of the Condo Entity shall be on an equal basis, unless
agreed otherwise by the General Partners. Provided that KG General Partner has
not elected to exercise its right not to participate in the construction and
development of the Condominiums, all decisions regarding the Condominiums shall
require the approval of WKA and the KG General Partner.

(C) If requested to do so by WKA (after the KG General Partner
has elected not to participate in the construction and sale of the Condominiums)
or by the Condo Entity, the land to be used for such purpose shall be conveyed
to (i) WKA or its affiliate if the KG General Partner has elected not to
participate in the construction and sale of the Condominiums or (ii) to the
Condo Entity, by the Partnership together with all other legal rights sufficient
to permit WKA or the Condo Entity, as applicable, to construct the Condominiums
in the manner currently envisioned by the General Partners. Such conveyance
shall occur prior to the commencement of construction of any such Condominium,
or section thereof, and concurrently with or after financing for the
construction thereof has been obtained.

(D) The Partnership shall be paid a purchase price for any land
so conveyed in an amount equal to the Partnership's cost per acre of land
conveyed, as determined below. For purposes of this Paragraph D, the
Partnership's cost per acre of the land initially acquired by the Partnership
from the Land Administration of Puerto Rico shall be the result of multiplying
(a) the sum of (i) $10,000,000 and (ii) interest on the sum specified in (i)
above from the date the Partnership acquires title to the Resort to the date of
such conveyance,

calculated at a rate equal to the average blended rate of the cost of funds
incurred by the Partnership on the First Mortgage Loan (including all fees
payable under the Mitsubishi Credit Facility) and the Subordinated Mortgage
Loan, times (b) a fraction, the numerator of which is the number of acres so
conveyed and the denominator of which shall be the total number of acres
contained in the Resort at the time of acquisition thereof by the Partnership
from the Land Administration of Puerto Rico. The Partnership's cost per acre of
other land acquired by the Partnership which may be transferred to WKA or the
Condo Entity as provided herein shall be the sum of the Partnership's actual
cost for such land and interest on such amount at the average blended rate of
the Partnership's cost of funds incurred to finance such purchase price. The
amount of the purchase price shall be paid simultaneously with such conveyance
provided that the construction financing lender has agreed to loan such amount
to WKA or the Condo Entity, as applicable (each of WKA and the Condo Entity, as
applicable, agree to use its best efforts to cause such construction financing
lender to do so) or, if such construction financing lender has not agreed to do
so, the purchase price shall be paid simultaneously with the closing of the sale
of such Condominiums to third party investors and the Partnership shall be
entitled to retain a lien against such property to receive the payment thereof.

(E) Because it is anticipated that the Condominiums will be
constructed in sections, the provisions above relating to the transfer of and
payment for the land on which the Condominiums will be built shall be applicable
to each section.

(F) In the event WKA or the Condo Entity, as applicable,
undertakes construction of the Condominiums (or any of them), WKA or the Condo
Entity, as applicable, and not the Partnership, shall indemnify, defend, and
hold harmless the Partnership, the Partners

and their respective agents, officers, directors, shareholders, successors and
assigns from and against any and all liability, damage, cost and expense
(including legal fees and court costs) associated with the development,
financing, construction and sale of the Condominiums upon the procedures set
forth in Section 12.02(D) hereof.

(G) The Partnership shall offer to place such Condominiums into a
rental pool program operated by the Partnership under the Management Agreement
pursuant to which a percentage of gross revenues derived from the occupancy of
such Condominiums shall be paid to the Partnership in consideration for its
conducting the program. The terms of such rental pool arrangements shall be
substantially similar to the arrangements for similar units at the Hyatt Dorado
Beach Hotel and Palmas del Mar. Neither WKA nor any of its affiliates will offer
or otherwise make available to any owner of a Condominium any rental pool
arrangement or similar arrangement with respect to such Condominiums except
through the Partnership. Each guest occupying a Condominium (and owner, when
occupying such Condominium) shall be entitled to use the facilities of the
Project on the same terms as are generally made available to guests of the
Resort.

SECTION 4.16. ADDITIONAL FINANCIAL INFORMATION. The Partner
acknowledge that because the fiscal years of the Partnership, the Resort and
each of the General Partners are different, certain additional financial
information and accounting reviews may be necessary in order to provide each
General Partner with sufficient information to meet its own financial reporting
needs and obligations. The Partnership, at its sole cost and expense shall
furnish or cause to be furnished to each General partner such additional
information as each General Partner shall reasonably request. Such additional
information may be furnished or provided by

the accountants for the Partnership or the accountants for the General Partner
requesting such information at the Partnership's expense, or a combination of
both. The General Partners shall cause the Partnership to furnish such
information so that each of the General Partner's needed are met in the manner
most economical to the Partnership.

ARTICLE FIVE

THE PRE-OPENING PERIOD

SECTION 5.01. THE DEVELOPMENT COMMITTEE. The Partnership hereby
establishes a committee (the "Development Committee") to consist of two persons;
one person designated by the WKA General Partner and one person designated by
the KG General Partner. The person initially designated by the WKA General
Partner shall be Xxxx X. Xxxxxxx and the person initially designated by the KG
General Partner shall be Shunsuke Nakane. Either General Partner shall have the
right to change such designee upon written notice given to the other General
Partner and such other General Partner's designee. The designation set forth in
such notice shall not be effective until actually received by the other General
Partner and its designee. Subject to the direction and control of the General
Partners, the Development Committee shall be responsible for administering the
Partnership's activities in connection with the Project, the disbursement of
amounts relating to the Construction Phase as the same shall been approved by
the Partnership, the solicitation of bids for construction contracts relating to
the Project and the negotiation of the terms thereof, the making of
recommendations as to the Development Budget, the setting of the Commencement
Date and the administration of the overall design and development of the Project
in accordance with the Development Budget and the Plans and

Specifications. The Development Committee shall respond to questions, initiate
correspondence, submit appropriate information to the General Partners in
connection with Major Decisions and otherwise administer the day to day affairs
of the Partnership to effect completion of the Project. The Development
Committee may only act by joint consent of its members. The Committee shall not,
however, have the authority to authorize a Major Decision, it being the
intention of the Partners that any action involving a Major Decision be made
exclusively as provided in Section 4.05. Unless otherwise determined by mutual
consent of the General Partners, the power and authority of the Development
Committee shall cease upon the Final Completion Date.

SECTION 5.02. REIMBURSEMENT OF EXPENSES. Annexed hereto as Exhibit E
are to the expenses incurred and commitments made to date by the General
Partners or their affiliates and by the Resort Manager in connection with the
Project. The General Partners shall promptly submit to the Partnership an
estimate of expenses to be incurred by the Partnership prior to its purchase of
the Project, in such detail and with such supporting data as the Partnership
shall reasonably request. The Partners shall make their respective Capital
Contributions to provide for prompt reimbursement of all such expenses and
commitment incurred to date and all such expenses and commitments reasonably
incurred or made by such General Partners, as determined by the Partnership, and
to provide for payment in a timely manner of all expenses to be incurred by or
on behalf of the Partnership or the General Partners in connection with the
Project. The Partners anticipate that initial Capital Contributions will be
required shortly after the execution of this Venture Agreement and that
additional amounts will be required prior to the acquisition of the El
Conquistador land and buildings by the Partnership.

SECTION 5.03. CONDUCT OF NEGOTIATIONS. The WKA General Partner shall
be

primarily responsible for conducting negotiations on behalf of the Partnership
with the Land Administration of Puerto Rico and other government agencies in
connection with the acquisition of the El Conquistador land and buildings and
related parcels of real property for the Project. The other General Partner
shall have the right to participate in such negotiations but shall have no right
to independently conduct such negotiations on behalf of the Partnership. All
material decisions with respect to such negotiations shall be made by the
General Partners.

SECTION 5.04. CONDITIONS TO ACQUIRING THE PROJECT. The Partnership
shall not close the acquisition of the El Conquistador land and buildings from
the Land Administration of Puerto Rico until the following conditions shall have
been satisfied or waived by the written consent of the General Partners:

(A) The KG General Partner shall have received a copy of the
written arrangements among the partners of WKA concerning their ownership of and
investment in WKA and such arrangements shall be reasonably satisfactory to the
KG General Partner.

(B) The General Partners shall have received all environmental,
engineering, toxic waste and other professional studies which they shall require
and the results of such studies shall be reasonably satisfactory to each of the
General Partners.

(C) All governmental approvals, including zoning and building
permits necessary for the commencement of the construction and renovation of the
Project shall have been obtained, including the following:

(i) Endorsements of an Engineering and Planning Approvals of
the Puerto Rico Aqueduct and Sewer Authority and Puerto Rico Electric Power
Authority;

(ii) Approval of Puerto Rico Environmental Quality Board;

(iii) Approval of an environmental impact statement for the
Project by the Puerto Rico Planning Board, Municipality of Fajardo, Puerto Rico
Highway Authority, Puerto Rico Tourism Company, Puerto Rico Telephone Company,
Puerto Rico Electric Power Authority, United States Fish and Wildlife Service,
Department of Natural Resources, and the Puerto Rico Environmental Quality
Board;

(iv) Siting Permit from the Puerto Rico Planning Board;

(v) Approval of preliminary development plans for the first
construction stage of the Project by the Administration of Regulations and
Permits; and

(vi) Construction Permit.

(D) The KG General Partner shall have received any necessary
approvals of the Japanese Ministry of Finance with respect to the KG General
Partner's investment in the Partnership.

(E) Each of the General Partners shall have approved the Total
Project Costs including the respective amounts of the Hard Costs and the Soft
Costs and the items thereof.

(F) Each of the General Partners shall be satisfied as to the
terms and commitments of the First Mortgage Loan and the Subordinated Mortgage
Loan.

(G) Each of the General Partners shall have received title and
survey reports with respect to the Project and such reports shall be reasonably
satisfactory to each General Partner.

(H) Each of the General Partners shall have approved the terms
and conditions of the contract to acquire the existing El Conquistador and
buildings from the Land

Administration of Puerto Rico.

(I) Each of the General Partners shall be satisfied that the
Partnership will be acquiring all the real property or the sufficient rights
thereto, including Palominos Island, which is contemplated to constitute the
Project.

SECTION 5.05. CONTRACTORS. Without the consent of the General Partners
as provided in Section 4.05 hereof as required for a Major Decision, the
Partnership shall not enter into any agreement with a general contractor or any
subcontractor for the provision of any labor or materials in connection with the
construction, renovation or development of the Project unless such contract or
subcontract provides for a guaranteed maximum price for the furnishing of such
labor or materials in accordance with Plans and Specifications and further
provides for delivery to the Partnership of a full and complete performance (and
payment, if applicable) bond in respect of such contract, issued by a
financially responsible surety acceptable to the General Partners.

SECTION 5.06. COOPERATION. Each General Partner shall cause its
designee on the Development Committee to act reasonably and to cooperate with
the other member of the Development Committee to make decisions and take action
necessary and advisable to complete the Project in a prompt and efficient manner
within the Development Budget and within the current expectations of the General
Partners that the Resort will be a first class, luxury destination mega-resort.
Each of the General Partners will use their best efforts to ascertain and
confirm as soon as practical and with a high degree of certainty that the
Construction Phase of the Project can be completed within the budgeted Hard
Costs, such certainty to include the obtaining of guaranteed maximum
construction contracts with respect to the construction aspects

and renovations of the Project, and to ascertain and confirm that the entire
Project can be completed within the budgeted Total Project Costs, such certainty
to include bids for and to the extent practical actual pricing of items included
in the Soft Costs.

6.01.

ARTICLE SIX

LOANS TO THE PARTNERSHIP

SECTION 6.01. DEFICIENCY LOANS. If at any time after all Capital
Contributions of the Partners have been made but prior to the expiration of five
years from the Commencement Date, the Partnership has insufficient funds
available to pay any portion of the Total Project Costs, operating costs or any
other fees or expenses related to the Project or operation of the Resort, the
Partnership's business or the liquidation or winding up of the Partnership,
including payment of liabilities or reserves for liabilities, the WKA General
Partner shall notify (the "Call Notice") each of the General Partners in writing
of the amount needed (the "Deficiency") pay such costs, fees or expenses. With
thirty (30) days after the receipt of the Call Notice each of the KG General
Partner and the WKA General Partner shall advance to the Partnership one-half of
the amount of the Deficiency. All such advances shall constitute loans
("Deficiency Loans") to the Partnership, shall be non-recourse to the
Partnership and the General Partners of the Partnership and shall be subordinate
to the First Mortgage Loan and the Subordinated Mortgage Loan. Deficiency Loans
shall be repaid on or before the expiration of nine years from the Commencement
Date (subject to prepayment as provided in Section 6.03 hereof) and shall bear
interest at the same rate of interest as the First Mortgage Loan (computed with
respect to all costs of such financing, including fees payable to credit
enhancers, trustees and others).

Notwithstanding the foregoing, at no time shall either the KG General Partner or
the WKA General Partner be required to make Deficiency Loans to the Partnership
in excess of $10,000,000 in principal amount each outstanding at any time.

SECTION 6.02. ADDITIONAL LOANS. If at any time after all Capital
Contributions have been made and either (i) there is outstanding Deficiency
Loans in the aggregate principal amount of $20,000,000 or (ii) the obligation of
the General Partners to make Deficiency Loans has terminated, the Partnership
has insufficient funds to meet any of its obligations other than obligations to
any of its Partners, then the General Partners shall have the right, but not the
obligation, to fund such deficiencies by making additional loans ("Additional
Loans") to the Partnership in the amounts necessary to meet such obligations but
only if the reasonable needs of the Partnership's business so require. If both
General Partners desire to make such Additional Loans to the Partnership, each
shall have the right to do so up to 50% of the amount needed or in such other
proportion as they shall agree. If only one General Partner desires to make an
Additional Loan, such General Partners shall have the right to make such
Additional Loan for the full amount needed. Additional Loans shall be repaid on
or before the expiration of ten years from the date each is made (subject to
prepayment as provided in Section 6.05 hereof) and shall bear simple interest at
the rate per annum equal to the lesser of the prime rate announced in New York
City by The Chase Manhattan Bank, N.A. from time to time as its "Prime Rate" or
the maximum lawful rate under applicable law. All Additional Loans shall be
non-recourse to the Partners of the Partnership and shall be subordinate to the
First Mortgage Loan and Subordinated Mortgage Loan but senior to Deficiency
Loans and all other distributions to the Partners hereunder and shall be paid
only in accordance with Section 6.04 hereof.

SECTION 6.03. KG LOANS.

(A) At the time of delivery of the Call Notice with respect to
any Deficiency Loan, the WKA General Partner may include in the Call Notice a
request that the KG General Partner make a loan (the "KG Loan") to the WKA
General Partner in principal amount up to one-half of the amount of the
Deficiency. In such event, within thirty (30) days after the receipt of the Call
Notice, the KG General Partner shall advance to the WKA General Partner such
amount.

(B) Upon receipt of such amount, the WKA General Partner shall
use such funds to immediately make its share of the Deficiency Loan to the
Partnership as provided in Section 6.01. Anything in Section 6.01 to the
contrary notwithstanding, and provided the WKA General Partner has requested
that the KG General Partner make a KG Loan, the WKA General Partner shall have
no obligation to make any Deficiency Loan to the Partnership unless it
concurrently receives the proceeds of a KG Loan in like amount.

(C) All KG Loans shall be for a term ending nine years after the
Commencement Date, shall bear interest at the same rate as the First Mortgage
Loan (computed with respect to all costs of such financing, including fees
payable to credit enhancers, trustees and others), and shall be secured by all
of WKA's Interests in the Partnership, both as a General and a Limited Partner,
pursuant to the terms of a security agreement (the "Security Agreement") in the
form of Exhibit F annexed hereto which shall be executed and delivered
concurrently herewith. The KG General Partner shall only be obligated to make a
KG Loan if, at the time such loan is made, the security interest granted under
the Security Agreement constitutes a valid first priority lien on such
Interests. The Partnership shall grant the KG General Partner a third

mortgage on the Resort (and in the form and of substance reasonably satisfactory
to the KG General Partner), subordinate to the First Mortgage Loan and the
Subordinated Mortgage Loan, as security for Deficiency Loans made by the WKA
General Partner which Deficiency Loans have been assigned to the KG General
Partner as additional security for the KG Loans. This mortgage shall be released
upon payment in full of the KG Loans. The costs and expenses associates with the
preparation and recording of such mortgage and assignment thereof shall be paid
by the Partnership.

(D) The obligation to pay principal and interest to the KG
General Partner in respect of any KG Loan shall be non-recourse to WKA or any
successor thereto or transferee thereof, or any partner, employee or agent of
WKA or such successor or transferee.

(E) WKA shall be obligated to pay principal and interest on the
KG Loans solely from (i) the proceeds of loans received by WKA from the Resort
Manager out of the Basic Management Fee as provided in that certain agreement of
even date herewith among WKA, the KG General Partner and the Resort Manager, a
copy of which is annexed as Exhibit F to the Management Agreement, (ii) amounts
paid by the Partnership to WKA in respect of Deficiency Loans and (iii) the
proceeds of any collateral securing such KG Loans, except that WKA shall have
the right, but not the obligation, to pay the KG Loans from any other sources.
WKA hereby assigns to the KG General Partner its right to receive payments from
the Partnership in respect of Deficiency Loans. WKA hereby authorizes and
directs the Partnership, for so long as the KG Loans are outstanding, to pay to
the KG General Partner at the address provided herein all sums which WKA is
entitled to receive from the Partnership in repayment of Deficiency Loans.
Notwithstanding the payment of such sums to the KG General Partner,

such sums shall be deemed to be in payment of the obligations of the Partnership
to WKA under the terms hereof with respect to Deficiency Loans owed to WKA.

(F) Upon the foreclosure of the security interest granted the KG
General Partner pursuant to the terms of the Security Agreement and the
substitution of the party acquiring the Interest of WKA under the Venture
Agreement in accordance with the Act, as both a Limited Partner and a General
Partner for WKA, the obligations of WKA under this Venture Agreement shall
terminate.

(G) The Partnership and WKA will, at all times, maintain accurate
books and records duly marked with an entry showing the assignment of the
Interest of WKA, as both a Limited Partner and a General Partner, to Secured
Party under the Security Agreement as contemplated herein.

SECTION 6.04. REPAYMENT OF LOANS. Subject to appropriate subordination
agreements which may be required by the holders of the First Mortgage Loan, the
Partnership shall be required to pay interest and principal on Deficiency Loans
and Additional Loans solely from Operating Cashflow and Extraordinary Cashflow
in the following manner and shall not be required to pay such Deficiency Loans
from any other sources:

FIRST: In payment of interest and then principal of all
outstanding Additional Loans. If Additional Loans have been made by more than
one General Partner, then such funds shall be applied to such loans in the same
proportion as each General Partner's Additional Loan bears to the total
outstanding Additional Loans, first in payment of interest and then principal;

SECOND: one-half to interest and then principal of Deficiency
Loans

made by the KG General Partner and one-half to interest and then principal of
Deficiency Loans made by the WKA General Partner.

Operating Cashflow shall be paid in reduction of such loans at
least once per year on or before the 120th day following the end of the
Partnership's fiscal year. Extraordinary Cashflow shall be paid in reduction of
such loans as soon as practical after the receipt of such proceeds.

SECTION 6.05. ASSUMPTION OF LETTER OF CREDIT OBLIGATIONS. Concurrently
herewith, the KG General Partner is executing an assumption agreement in the
form of Exhibit G annexed hereto pursuant to which it is assuming 70% of the
liability under the irrevocable letter of credit in the principal amount of
$1,650,000 which was furnished by Xxxxxxxx Hospitality Management Corporation to
secure the performance of the Partnership in negotiating the acquisition from
the Land Administration for Puerto Rico of the existing El Conquistador land and
buildings and Kumuagai Properties, Inc. is executing a guaranty of such
assumption in the form of Exhibit I annexed hereto. Concurrently herewith, the
WKA General Partner is executing an assumption agreement in the form of Exhibit
K annexed hereto pursuant to which it is assuming 30% of the liability under the
aforesaid irrevocable letter of credit. The Partnership hereby assumes and
agrees to defend, indemnify and hold the Resort Manager harmless from and
against any liability it may have whatsoever arising under such irrevocable
letter of credit.

ARTICLE SEVEN

CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES

SECTION 7.01. DEFINITIONS. As used in this Venture Agreement, the
following

terms shall have the meanings hereinafter set forth:

(A) "Net Income" and "Net Loss" shall mean, for each fiscal year
of the Partnership, the Partnership's taxable income or loss for such fiscal
year as determined under Code Section 703(a) and Treas. Reg. 'SS' 1.703-1, but
with the following adjustments:

(1) Net Income and Net Loss shall be adjusted to treat items
of tax-exempt income described in Code Section 705(a)(1)(b) as items of gross
income, and to treat as deductible items all nondeductible, noncapital
expenditures (other than expenses in respect of which an election is made under
Code Section 709) describe in Code Section 705(a)(2)(B), including any items
treated under Treas. Reg. 'SS' 1.704-1(b)(2)(iv)(i) as items described in Code
Section 705(a)(2)(B).

(2) Items of Depreciation, and Gain from a Capital
Transaction and Net Loss from a Capital Transaction shall be excluded from the
computation of Net Income or Net Loss.

(B) "Gain from a Capital Transaction" and "Net Loss from a
Capital Transaction" shall mean, for each fiscal year of the Partnership, the
gain and loss, respectively, realized by the Partnership from a Capital
Transaction.

SECTION 7.02. DEFINITION OF CAPITAL ACCOUNTS.

(A) Capital Accounts. The Partnership shall establish and
maintain "Capital Accounts" for each Partner throughout the full term of the
Partnership in accordance with Treas. Reg. 'SS' 1.704-1(b)(2)(iv), as such
regulation may be amended from time to time. To the extent not inconsistent with
such rules, the following provisions shall apply:

The Capital Account of each Partner shall be credited with (i)
each

Partner's Capital Contribution and (ii) such Partner's share of Net Income and
Gain from a Capital Transaction (or items thereof). The Capital Account of each
Partner shall be debited by (i) the amount of distributions made to such Partner
(other than distributions in repayment of debt, as payment of interest or as
fees (including the Incentive Management Fee) or reimbursement of expenses) and
(ii) such Partner's share of Net Loss, Net Loss from a Capital Transaction and
Depreciation (or items thereof) including expenditures which can neither be
capitalized nor deducted for tax purposes.

(B) "Target Capital Account" shall mean for any Partner the
Capital Account of such Partner as of the most recently completed fiscal year
which would equal the hypothetical distribution that any such Partner would
receive if the Partnership sold all of its assets (including cash) for cash
equal to the tax basis of such assets as of the end of such fiscal year (or book
value if an adjustment has been made pursuant to Regulation
'SS'1.704-1(b)(2)(iv)(g) and all liabilities allocable to those assets were due
and satisfied according to their terms (limited with respect to each nonrecourse
liability to the book basis of the assets securing that liability (or book value
if an adjustment has been made pursuant to Regulation 'SS'1.704-1(b)(2)(iv)(g))
and all net assets of the Partnership (including the proceeds from the
disposition) were distributed pursuant to Section 8.02 hereof as of the last day
of such fiscal year reduced by each Partner's share of Partnership Minimum Gain
and Partner Minimum Gain immediately prior to the hypothetical sale and such
Partner's share of Distributable Cash which if taken into account hereunder
shall not be taken into account when distributed.

SECTION 7.03. ALLOCATIONS OF INCOME AND LOSS. Income and losses of the
Partnership shall be allocated and charged to the Capital Accounts of the
Partners in accordance

with the provisions of the Appendix attached hereto, all the terms of which are
incorporated herein by reference.

SECTION 7.04. SPECIAL PARTNERSHIP ELECTION. The Partnership and each
of its Partners shall prepare, execute and file appropriate documents and
returns with the taxing authorities or otherwise in a manner so as to reduce,
minimize or eliminate Puerto Rican income taxes payable including, without
limitation, the election by the Partnership to be treated for Puerto Rican
income tax purposes as a special purpose partnership.

ARTICLE EIGHT

PARTNERSHIP DISTRIBUTION

SECTION 8.01. DISTRIBUTABLE CASH FROM OPERATIONS. Distributable Cash
shall be distributed at least once per year on or before the 120th day following
the end of the Resort's fiscal year and shall be distributed and applied in the
following order of priority:

(A) Payment of the Preferred Return to the KG General Partner and
the Class A Limited Partners for such fiscal year to the extent not previously
paid from Distributable Cash from a Capital Transaction. If the Distributable
Cash is insufficient to pay such Preferred Return in full, then the
Distributable Cash shall be paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate Unrecovered Capital of the
KG General Partner and Class A Limited Partners and the amount of any Preferred
Return unpaid shall become Deferred Preferred Return.

(B) Payment of any Deferred Preferred Return to the KG General
Partner and the Class A Limited Partners. If such Distributable Cash is
insufficient to pay such Deferred Preferred Return in full, then such
Distributable Cash shall be paid to each Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate Unrecovered Capital of the
KG General Partner and Class A Limited Partners and shall be applied first to
the interest portion of such Deferred Preferred Return and then to the oldest
Preferred Return portions.

(C) Payment of the Preferred Return to the WKA General Partner
and Class B Limited Partners or such fiscal year to the extent not previously
paid from Distributable Cash from a Capital Transaction. If such Distributable
Cash is insufficient to pay such Preferred Return in full, then such
Distributable Cash shall be paid to each such Partner in the same ratio

as such Partner's Unrecovered Capital bears to the aggregate Unrecovered Capital
of the WKA General Partner and Class B Limited Partners and the amount of any
Preferred Return unpaid shall become Deferred Preferred Return.

(D) Payment of any Deferred Preferred Return to the WKA General
Partner and Class B Limited Partners. If such Distributable Cash is insufficient
to pay such Deferred Preferred Return in full, then such Distributable Cash
shall be paid to each such Partner in the same ratio as such Partner's
Unrecovered Capital bears to the aggregate Unrecovered Capital of the WKA
General Partner and the Class B Limited Partners and shall be applied first to
the interest portion of such Deferred Preferred Return and then to the oldest
Preferred Return portions.

(E) Payment of the Incentive Management Fee.

(F) Any Balance remaining shall be paid to the Partners in
accordance with their Residual Partnership Interests.

SECTION 8.02. DISTRIBUTABLE CASH FROM A CAPITAL TRANSACTION. As soon
as practical after the receipt of the proceeds from a Capital Transaction, the
Partnership shall distribute and apply the distributable Cash from a Capital
Transaction in the following order of priority:

(A) Payment of the Preferred Return to the KG General Partner and
the Class A Limited Partners for the current Fiscal Year. If the Distributable
Cash from a Capital Transaction is insufficient to pay such Preferred Return in
full, then the Distributable Cash from a Capital Transaction shall be paid to
each such Partner in the same ratio as such Partner's Unrecovered Capital bears
to the aggregate Unrecovered Capital of the KG General Partner and

Class A Limited Partners.

(B) Payment of any Deferred Preferred Return to the KG General
Partner and the Class A Limited Partners. If such Distributable Cash from a
Capital Transaction is insufficient to pay such Deferred Preferred Return in
full, then such Distributable Cash from a Capital Transaction shall be paid to
each such Partner in the same ratio as such Partner's Unrecovered Capital bears
to the aggregate Unrecovered Capital of the KG General Partner and Class A
Limited Partners and shall be applied first to the interest portion of such
Deferred Preferred Return and them to the oldest Preferred Return portions.

(C) Payment of the Preferred Return to the WKA General Partner
and Class B Limited Partners for the current Fiscal Year. If such Distributable
Cash from a Capital Transaction is insufficient to pay such Preferred Return in
full, then such Distributable Cash from a Capital Transaction shall be paid to
each such Partner in the same ratio as such partner's Unrecovered Capital bears
to the aggregate Unrecovered Capital of the WKA General Partner and Class B
Limited Partners.

(D) Payment of any Deferred Preferred Return to the WKA General
Partner and Class B Limited Partners. If such Distributable Cash from a Capital
Transaction is insufficient to pay such Deferred Preferred Return in full, then
such Distributable Cash from a Capital Transaction shall be paid to each such
Partner in the same ratio as such Partner's Unrecovered Capital bears to the
aggregate Unrecovered Capital of the WKA General Partner and the Class B Limited
Partners and shall be applied first to the interest portion of such Deferred
Preferred Return and then to the oldest Preferred Return Portions.

(E) Payment of any Incentive Management Fee in respect of the
fiscal

year in which the funds constituting Distributable Cash from a Capital
Transaction were received by the Partnership.

(F) Payment of any Incentive Management Fee in respect of any
preceding fiscal year of the Resort which was earned and not previously paid.

(G) To the Partners as return of their respective Capital
Contributions in an amount equal to their respective Unrecovered Capital. If the
remaining Distributable Cash from a Capital Transaction is less than the
Partners' Unrecovered Capital, then the remaining Distributable Cash from a
Capital Transaction shall be paid to each Partner in the same proportion as each
Partner's Unrecovered Capital bears to the aggregate Unrecovered Capital of all
Partners.

(H) Any balance remaining shall be paid to the Partners in
accordance with their respective Residual Partnership Interests.

ARTICLE NINE

TRANSFERABILITY OF PARTNERS' INTERESTS

SECTION 9.01 NO TRANSFER.

(A) Except as otherwise set forth in this Article Nine, no
Partner may assign, transfer, sell, pledge, hypothecate, exchange or otherwise
transfer or dispose of all or any part of its Interest, without the written
consent of the General Partners. Any such attempted sale, assignment, transfer,
pledge, encumbrance, hypothecation, mortgage or other disposition by a Partner
without such consent shall be null and void. No sale, assignment, transfer or
other alienation permitted by this Venture Agreement shall constitute or result
in a termination of the

Partnership unless otherwise expressly provided for herein. For purposes of this
Section 9.01, a sale or transfer of all or any portion of the beneficial
ownership of any General Partner shall be deemed a transfer of such General
Partner's Interest.

(B) Notwithstanding anything contained in this Article Nine, no
Partner shall sell or offer for sale or solicit offers to purchase or effect any
transfer of any Interest in the Partnership whether or not otherwise permitted
under this Article Nine to any person

(i) in such a manner as to require the registration or
qualification of such interest under the Securities Act of 1933, as amended, or
under any applicable state, local or foreign securities laws;

(ii) if such sale or transfer would result in or create a
prohibited transaction under, or cause the Partnership to become a "party in
interest" as defined in Section 3(14) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or otherwise result in the holder of an
Interest in the Partnership or the assets of the Partnership being subject to
the provisions of ERISA;

(iii) if any part of the funds to be used in such purchase
or transfer to acquire an interest in the Partnership constitutes assets of an
employee benefit plan within the meaning of Section 3(3) of ERISA or any trust
created under any such plan, or assets of a plan as defined in Section
4975(e)(i) of the Code, or any trust created under any such plan;

(iv) if such sale or transfer would constitute or result in
a termination of the Partnership under Section 708 (or any successor provision)
of the Code;

(v) if such sale or transfer would cause the Partnership to
cease to be classified as a partnership for federal income tax purposes or the
Interest of each Partner

to cease to be treated as a partnership interest for federal income tax
purposes;

(vi) if such sale or transfer would constitute a default
under or cause the acceleration of the First Mortgage Loan or Subordinated
Mortgage Loan;

(vii) if the Puerto Rico Gaming Authorities require such
person to be qualified or approved and such person has not been so qualified or
approved prior to becoming a Partner; or

(viii) if such sale or transfer would adversely affect any
tax exemptions granted to the Partnership by the Commonwealth of Puerto Rico.

In connection with any sale or transfer, the General Partners or
either of them may request counsel to the partnership to render its opinion to
the Partnership as to whether such sale or transfer would cause a termination of
the Partnership for federal income tax purposes. No offer, sale, transfer,
hypothecation or pledge of any Interest may be made unless the Partnership shall
have received an opinion of counsel satisfactory to the General Partners that
such proposed sale or transfer is exempt from registration under the federal
securities laws and any applicable state or local securities laws.

SECTION 9.02. NO WITHDRAWAL. Prior to the Commencement Date, no
Partner shall withdraw, retire or resign from the Partnership or sell, assign,
transfer, pledge or hypothecate its Interest. After the Commencement Date,
except as provided in Section 9.06 or 9.07 hereof, no General Partner shall
withdraw, retire or resign from the Partnership without the prior written
consent of the other General Partner.

SECTION 9.03. PERMITTED SALES OF LIMITED PARTNERS' INTERESTS.

(A) After the Commencement Date, any Limited Partner may sell,

assign or transfer all or any portion of its limited partnership Interest to any
of its affiliates, provided that such affiliate is admitted to the Partnership
as a Class A or B Limited Partner, as the case may be, as hereinafter provided.

(B) Any Limited Partner (the "Selling Partner") desiring to sell
or otherwise dispose of all or any part of its Interest as a Limited Partner to
an unaffiliated third party after the Commencement Date shall first offer (the
"Offer") in writing to sell such Interest or part thereof to the General
Partners in equal shares. If the Selling Partner is also a General Partner, such
Offer shall only be made to the other General Partner. Such Offer shall set
forth the price (the "Offering Price") and the terms at which the Selling
Partner desires to sell such Interest including copies of any third party offer
received by such Selling Partner. The General Partner(s) receiving such Offer
shall have the right, but not the obligation, to accept such Offer by written
notice of acceptance within 30 days from their receipt of the Offer. If the
Offer is not accepted in full by such General Partners, the Selling Partner
shall offer the Interest not so accepted to the General Partner who shall have
accepted the Offer and such General Partner shall have the right, but not the
obligation, to accept such additional Offer by written notice of acceptance
within 30 days from its receipt of such additional Offer. If the Selling Partner
is also a General Partner, such additional offer need not be made to such
General Partner. The General Partners shall have the right to accept the Offer
in such other proportion as they shall agree. If the Offers are not accepted by
the General Partners with respect to the entire Interest being offered by such
Selling Partner, then the Selling Partner shall be free for a period of 180 days
thereafter to enter into a binding contract with an unaffiliated third party for
the sale of such Interest for a price not less than 95% of the Offering Price
and otherwise on such material terms

and conditions as are not more favorable to the purchaser than those contained
in the Offer; provided, however, that if the sale of such Interest is not
consummated within 60 days after the entry into such contract, the Selling
Partner's Interest in the Partnership shall again be subject to the restrictions
of this Section 9.03.

(C) Upon the consummation of sale or transfer permitted under
this Section 9.03, the purchaser or transferee of such Interest shall be
admitted as a Class A or Class B Limited Partner, as the case may be.

SECTION 9.04. PERMITTED SECURITY INTEREST. WKA shall have the right to
grant a security interest in all or any part of its Interests in the
Partnership, both as a General Partner and a Limited Partner, to secure payment
of the KG Loans as provided in Section 6.03 hereof.

SECTION 9.05. WITHDRAWAL OR TRANSFER BY GENERAL PARTNER.

(A) A General Partner shall be entitled to withdraw from the
Partnership only in connection with a transfer of its General Partner Interest
otherwise permitted under this Venture Agreement.

(B) Any General Partner (the "Selling General Partner") desiring
to sell or otherwise dispose of all of its Interest as a General Partner to an
unaffiliated third party at any time after the expiration of nine years after
the Commencement Date, shall first Offer in writing to sell such Interest to the
other General Partner. Such Offer shall set forth the Offering Price and the
terms at which the Selling General Partner desires to sell such Interest
including copies of any third party offer received by such Selling General
Partner. The other General Partner shall have the right, but not the obligation,
to accept such offer, in whole but not in part, by written notice of acceptance
within 30 days from their receipt of the Offer. If the Offer is

not accepted in full by such General Partner or the Selling General Partner is
the sole remaining General Partner, then the Selling General Partner shall offer
the Interest to the Limited Partners, other than Limited Partners who are also
General Partners, and such Limited Partners shall have the right to accept such
additional Offer in proportion to their respective Residual Partnership
Interests, by written notice of acceptance within 30 days from their receipt of
such additional Offer. If the Offer is not accepted in full by such Limited
Partners, the Selling General Partner shall Offer the Interest not so accepted
to the Limited Partners who shall have accepted the Offer and such Limited
Partners shall have the right, but not the obligation, to accept such additional
Offer in proportion to their respective Residual Partnership Interests, by
written notice of acceptance given within 15 days of their receipt of such
additional offer. The Limited Partners entitled to receive an Offer from the
General Partner shall have the right to accept the Offers in such other
proportion as they shall agree. If the Offers are not accepted by the General
and/or Limited Partners with respect to the entire General Partner Interest of
such Selling General Partner, then the Selling General Partner shall be free for
a period of 180 days thereafter to enter into a binding contract with an
unaffiliated third party for the sale of such Interest for a price not less than
95% of the Offering Price for such Interest and otherwise on such material terms
and conditions as are not more favorable to the purchaser than those contained
in the Offer; provided, however, that if the sale of such Interest is not
consummated within 60 days after entry into such contract, the Selling General
Partner's Interest in the Partnership shall again be subject to the restrictions
of this Section 9.05;

(C) Upon the consummation of any sale or transfer permitted under
this Section 9.05, the purchasers or transferees of such Interest shall be
admitted as a General

Partner except that if the Selling Partner is not the sole remaining General
Partner, the remaining General Partner(s) may require that such purchaser or
transferee be admitted only as a Limited Partner: a Class A Limited Partner if
the Selling General Partner was the KG General Partner and a Class B Limited
Partner if the Selling General Partner was the WKA General Partner.

SECTION 9.06. EFFECT OF BANKRUPTCY, DEATH OR INCOMPETENCE OF A LIMITED
PARTNER. The Bankruptcy, death or dissolution of a Limited Partner or an
adjudication that a Limited Partner is incompetent (which term shall include,
but not be limited to, insanity), shall not cause the termination or dissolution
of the Partnership, and the business of the Partnership shall continue. In the
event of the Bankruptcy, death or dissolution of a Limited Partner, the trustee,
receiver, executor, administrator or trustee of its estate, or if he is
adjudicated incompetent, his committee, guardian or conservator, shall have the
rights of such Limited Partner for the purpose of settling or managing his
estate or property and such power as the Bankrupt, deceased, dissolved or
incompetent Limited Partner possessed to assign all or any part of its Interest
and to join with the assignee in satisfying conditions precedent to the
admission of the assignee as a Limited Partner. The estate of a deceased,
dissolved or incompetent Limited Partner shall not be relieved of any
liabilities and obligations of the deceased, dissolved or incompetent Limited
Partner to the Partnership under this Agreement.

SECTION 9.07. BANKRUPTCY OF A GENERAL PARTNER. In the event of the
Bankruptcy or dissolution of a General Partner, the Partnership shall not be
dissolved unless such General Partner is the sole remaining General Partner.
Upon the Bankruptcy or dissolution of a General Partner, provided the
Partnership is not thereby dissolved, such Genal Partner shall immediately cease
to be a General Partner and its Interest as a General Partner shall become the
Interest of

a Limited Partner (Class A Limited Partner if such Bankrupt General Partner is
the KG General Partner and a Class B General Partner if such Bankrupt General
Partner is the WKA General Partner). Such event shall not affect any rights,
including rights to fees hereunder, or liabilities of the former General Partner
which matured or were earned prior to the Bankruptcy or dissolution or the value
at the time of such Bankruptcy or dissolution of its Interest. If at the time of
the Bankruptcy or dissolution of a General Partner such General Partner was not
the sole General Partner of the Partnership, the remaining General Partner shall
immediately make such amendments of this Venture Agreement and execute and file
such amendments, certificates or other instruments as are necessary to reflect
the withdrawal.

SECTION 9.08. EFFECT OF TRANSFER. A Partner selling, transferring or
assigning all or any portion of its Interest hereunder shall pay all taxes and
fees incurred by the Partnership or any other Partner as a result of any
transfer of all or any portion of such Partner's Interest in the Partnership.
Any purchaser, transferee or assignee of a Partner's Interest shall be bound by
all of the terms and conditions of this Venture Agreement, including this
Article Nine, with the same force and effect as if such transferee had been a
signatory and an original party to this Venture Agreement in the place and stead
of its transferor. No sale, transfer or assignment shall be effective and no
purchaser, transferee or assignee of any Interest shall be admitted to the
Partnership unless and until such purchaser, transferee or assignee shall have
accepted and agreed to be bound by the terms and conditions of this Venture
Agreement and expressly assumed all obligations of the transferor with respect
to such Interest, except those obligations which are enforceable against the
transferor only by foreclosure of a lien or encumbrance on the Project or the
other property or assets of the Partnership by executing a

counterpart hereof and other appropriate instruments and shall have delivered
such executed counterparts and instruments to each of the General Partners.

ARTICLE TEN

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

SECTION 10.01. MANAGEMENT OF THE PARTNERSHIP. No Limited Partner as
such shall take part in the management or control of the business of the
Partnership or transact any business in the name of the Partnership. No Limited
Partner as such shall have the power or authority to bind the Partnership or
to sign any agreement or document in the name of the Partnership. No Limited
Partner shall have any power or authority with respect to the Partnership.

SECTION 10.02. LIMITATION ON LIABILITY OF LIMITED PARTNERS. The
liability of each Limited Partner shall be limited to its Capital Contribution
as and when it is payable under the provisions of this Venture Agreement. No
Limited Partner as such shall have any other liability to contribute money to,
or in respect of the liabilities or obligations of, the Partnership, nor shall
any Limited Partner as such be personally liable for any obligations of the
Partnership except as otherwise provided by law. No Limited Partner as such
shall be obligated to make loans to the Partnership.

SECTION 10.03. LIABILITY TO LIMITED PARTNERS. The General Partners
shall have no fiduciary obligations to the Limited Partners as provided by the
Act or the law of the State of Delaware or any other jurisdiction absent gross
negligence or willful misconduct on the part of the General Partner sought to be
held liable. The Limited Partners shall look solely to the

assets of the Partnership for any liability owed to them including any return of
their Capital Contributions and shall not look to the General Partners to
satisfy any such liabilities.

SECTION 10.04. POWER OF ATTORNEY. Each Class A Limited Partner hereby
makes, constitutes and appoints the KG General Partner and each Class B Limited
Partner hereby makes, constitutes and appoints WKA, its true and lawful attorney
for itself and in its name, place and stead to make, execute, sign, acknowledge,
file for recording at the appropriate public offices, and public such documents
as may be necessary to carry out the provisions of this Venture Agreement,
including (i) this Venture Agreement and amendments to this Venture Agreement,
(ii) any certificate and such other certificates or instruments as may be
required by law or are necessary to the conduct of the Partnership business.
Each Class A Limited Partner shall execute and deliver to the KG General Partner
and each Class B Limited Partner shall execute and deliver to WKA, within five
(5) days after receipt of the respective General Partner's written request
therefor, such other and further powers of attorney and instruments as the KG
General Partner or WKA deems necessary to carry out the purpose of this Section.
The foregoing grant of authority is hereby declared to be irrevocable and a
power coupled with an interest and shall not be affected by the Bankruptcy,
death or disability of any Limited Partner and the assignment by any Limited
Partner of its Interest; provided that in the event of an assignment of its
entire Interest, the foregoing power of attorney of an assignor Limited Partner
shall survive such assignment only until such time as the assignee is admitted
to the Partnership as a Limited Partner and all required documents and
instruments have been duly executed, filed and recorded to effect such
substitution. In the event of any conflict or inconsistency between the
provisions of this Venture Agreement and any document executed, signed or
acknowledged

by the KG General Partner and/or WKA or filed for recording or published
pursuant to the power of attorney granted in this Section, this Venture
Agreement shall govern.

ARTICLE ELEVEN

APPROVALS

SECTION 11.01. PUERTO RICO GAMING AUTHORITY APPROVAL. Each General
Partner shall use its best efforts to obtain and thereafter maintain all
consents, approvals and authorizations which must be obtained and maintained by
such party in order to consummate the transactions contemplated thereby and
operate the Project as a first class luxury resort as presently contemplated,
including, without limitation, all consents, approvals and authorizations from
the Treasury of the Commonwealth of Puerto Rico and any other governmental body
or agency having authority over licensing of gambling in the Commonwealth of
Puerto Rico and any tax exemption granted to the Partnership by the Commonwealth
of Puerto Rico; provided. however, that nothing contained in this Article Eleven
shall require any General Partner to consent to modify any provisions of this
Venture Agreement or any other document referred to herein in any manner
materially adverse to its best interests.

SECTION 11.02. APPROVAL OF JAPANESE MINISTRY OF FINANCE. The KG
General Partner shall use its best efforts to obtain as promptly as practical
all approvals of the Japanese Ministry of Finance or other governmental
authorities as may be necessary to permit the KG General Partner to invest in
the Partnership and perform its obligations hereunder.

ARTICLE TWELVE

PARTNERSHIP OBLIGATIONS

SECTION 12.01. NATURE OF OBLIGATIONS. The General Partners are acting
as joint developers of the Project and are sharing responsibility for completing
the Project on time and within a budget mutually agreed to by the General
Partners, all in accordance with the terms of this Venture Agreement. Except as
provided in Article Three with respect to Capital Contributions and Article Six
with respect to Deficiency Loans and KG Loans, all obligations of and expenses
and losses incurred by the Partnership or any General Partner on behalf of the
Partnership, and all payments made by the General Partners in connection with
the Partnership and the Project, including any liability for damages arising out
of claims or actions against any of the General Partners on account of the
ownership or operation of the Project, shall be obligations of the Partnership
and shall be satisfied out of the assets of the Partnership. Any indebtedness of
this Partnership, including any loans contemplated by this Venture Agreement,
which is secured by a mortgage, security interest or other lien or encumbrance
on the Project or the interests of the Partners in the Partnership, its assets,
profits and distributions and any mortgages, security interests or other liens
or encumbrances executed or granted in connection therewith, shall expressly
provide (unless the General Partners shall otherwise agree in writing) that the
obligee shall look solely to its security interest in the Project or the
interests of the Partners in the Partnership, its assets, profits and
distributions for the payment of any and all amounts due under the term of such
instruments and that the Partners shall have absolutely no personal liability
for the payment of such indebtedness or for any deficiency judgment resulting
from the foreclosure of such mortgage, security interest or liens.

SECTION 12.02. INDEMNITIES.

(A) The Partnership shall defend, indemnify and hold harmless
each General Partner from and against all claims, demands, actions, suits,
proceedings, losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonably, attorneys fees and disbursements
(collectively, "Losses") arising from (i) any act taken on behalf of or
reasonably believed by such General Partner to be taken on behalf of the
Partnership other than willful misconduct or gross negligence of the indemnified
General Partner.

(B) Each General Partner shall defend, indemnify and hold the
Partnership and the other General Partner harmless against and from all Losses
which shall or may arise by reason of anything done or omitted to be done by the
indemnifying General Partner (through or by its agents, employees or other
representatives) constituting gross negligence or willful misconduct.

(C) Each General Partner shall defend, indemnify and hold the
Partnership and the other General Partner harmless against and from any Loss
asserted by a transferee of all or any portion of such General Partner's
Interest as a Limited Partner.

(D) For purposes of this Section, the party entitled to
indemnification shall be known as the "Injured Party" and the party required to
indemnify shall be known as the "Other Party." In the event that the Other Party
shall be obligated to the Injured Party pursuant to this Section or in the event
that a suit, action, investigation, claim or proceeding is begun, made or
instituted as a result of which the Other Party may become obligated to the
Injured Party hereunder, the Injured Party shall give prompt written notice to
the Other Party of the occurrence of such event. The Other Party shall have the
right to defend, contest or otherwise

protect against any such suit, action, investigation, claim or proceeding at the
Other Party's own cost and expense by counsel of its own choice reasonably
satisfactory to the Injured Party. The Injured Party shall have the right, but
not the obligation, to participate at its own expense in the defense thereof by
counsel of its own choice. In the event that the Other Party fails timely to
defend, contest or otherwise protect against any such suit, action,
investigation, claim or proceeding, the Injured Party shall have the right to
defend, contest or otherwise protect against the same and may make any
compromise or settlement thereof and recover the entire cost thereof from the
Other Party, including, without limitation, reasonable attorneys fees,
disbursements and all amounts paid as a result of such suit, action,
investigation, claim or proceeding or compromise or settlement thereof. In the
event the Injured Party elects at any time not to seek or continue to rely upon
indemnification from the Other Party with respect to any Loss, it shall have the
right to pay, defend, contest or otherwise protect against the same at its sole
cost and expense and the Other Party shall have no liability to the Injured
Party in respect of such Loss and no right to defend or participate in the
defense of such Loss. Anything to the contrary herein notwithstanding, prior to
finally settling any such claim, suit, action or proceeding, the Other Party
shall give the Injured Party notice of its intention to settle same and the
terms of such proposed settlement. If the Injured Party shall object to such
proposed settlement within ten days after its receipt of such notice, then the
Injured Party shall thereafter, at its sole expense, assume the control and
defense of such claim, suit, action or proceeding. In such event, the Other
Party shall not be relieved from its obligations hereunder but such obligation
shall be limited with respect to the amount of such claim, suit, action or
proceeding in the sense that its liability may not be greater than the amount
for which the same could have been settled

as proposed by the Other Party and will not be greater than the amount for which
such suit, action, claim, investigation or proceeding is ultimately resolved. If
the Injured Party does not object to the terms of the proposed settlement within
the aforesaid ten day period, then the Other Party shall have the right to
consummate such proposed settlement upon the terms set forth in the aforesaid
notice. Failure to give the Other Party timely notice of any claim, suit, action
or proceeding shall in no way relieve such party from its obligation to
indemnify the Injured Party except to the extent of losses actually caused to
the Other Party by reason of such failure.

ARTICLE THIRTEEN

TERMINATION AND LIQUIDATION

SECTION 13.01. TERMINATION. The Partnership shall terminate upon the
occurrence of any one of the following events:

(A) The end of its term as provided in Section 2.04 hereof.

(B) Mutual agreement of the General Partners.

(D) Bankruptcy of the sole remaining Genal Partner unless within
90 days after such Bankruptcy, all Partners agree in writing to continue the
business of the Partnership and to the appointment, effective as of the date of
withdrawal of the Bankrupt General Partner, of one or more additional General
Partners.

SECTION 13.02. WINDING UP. Upon termination of the Partnership for any
reason, the Partnership shall continue its business solely for the purpose of
winding up its affairs and shall be liquidated as rapidly as business judgment
permits. All decisions with respect to

disposition of Partnership assets, collection or compromise of any amounts
receivable and payment or compromise of any amounts payable by the Partnership
shall be made only with the consent of all General Partners except any General
Partner who is in Bankruptcy. The assets of the Partnership or proceeds thereof
shall be applied for the following purposes in the following order:

(A) Payment or provision for payment of all just debts and
obligations of the Partnership to creditors (other than Deficiency Loans,
Additional Loans, Preferred Returns, Deferred Preferred Returns and Incentive
Management Fees) and for the expenses of winding up the affairs of the
Partnership.

(B) Payment of interest and then principal on the Deficiency
Loans and Additional Loans in the order of priority and in such proportions as
set forth in Section 6.04 hereof.

(C) Payment of Distributable Cash in accordance with Section 8.01
with respect to any Fiscal Year for which such distributions had not been made.

(D) In accordance with the order of priority of the distribution
of Distributable Cash from a Capital Transaction as provided in Section 8.02
hereof.

ARTICLE FOURTEEN

REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS

SECTION 14.01. DUE ORGANIZATION.

(A) Kumugai Caribbean, Inc. represents and warrants to each
Partner that it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas and has all necessary power and
authority, corporate or otherwise, to enter into this Venture Agreement, own its
Interests and perform its obligations hereunder.

(B) WKA represents and warrants to each Partner that it is a
genal partnership duly organized under the laws of the State of New York and has
all necessary power and authority under its partnership agreement to enter into
this Venture Agreement, own its Interests and perform its obligations hereunder.

SECTION 14.02. DUE EXECUTION AND DELIVERY. Each Partner represents and
warrants to each other Partner that the execution, delivery and performance by
such Partner of this Venture Agreement have been duly authorized by all
necessary corporate or partnership action, as the case may be, on the part of
such Partner, and no further action or approval is required in order to
constitute this Venture Agreement as the valid and binding obligation of such
Partner, enforceable in accordance with its terms.

SECTION 14.03. BINDING OBLIGATION. Each Partner represents and
warrants to each other Partner that this Venture Agreement constitutes the
legal, valid and binding obligation of such Partner, enforceable in accordance
with its terms.

SECTION 14.04. INVESTMENT. Each Partner represents and warrants to
each other

Partner that such Partner is acquiring its interest in the Partnership for its
own account and without a view to sale or distribution.

SECTION 14.05. OWNERSHIP OF KG GENERAL PARTNER. The KG General Partner
represents and warrants to WKA that all of its outstanding capital stock is
issued to and beneficially owned by Kumugai Properties, Inc., that Kumugai
Properties, Inc. has the sole right to own and control the KG General Partner
and that no other person, firm or entity has any rights in or right to acquire
any interest in the KG General Partner.

SECTION 14.06. OWNERSHIP OF WKA GENERAL PARTNER. WKA represents and
warrants to the KG General Partner that it is directly or indirectly controlled
by WMS Industries, Inc., Xxxxxx and Xxxxxxx Xxxxxxx and Xxxx X. Xxxxxxx and that
no unaffiliated person, firm or entity has any rights to acquire any interest in
WKA.

ARTICLE FIFTEEN

MISCELLANEOUS

SECTION 15.01. FURTHER ASSURANCES. Each Partner hereby agrees to
execute and deliver all such other and additional instruments and documents and
do all such other acts and things as may be necessary to more fully effectuate
this Venture Agreement and carry on the business contemplated herein.

SECTION 15.02. EXPENSES. All costs, expenses and fees incurred by any
General Partner in connection with the formation and/or operation of the
business of this Partnership, the preparation, negotiation and execution of this
Venture Agreement and the acquisition of the Project shall be paid for and borne
by the Partnership and each General Partner shall be entitled to be reimbursed
for any of such amounts paid directly by it. All of the foregoing amounts,

other than those incurred in connection with the operation of the business of
the Partnership, shall be included in the Total Project Costs.

SECTION 15.03. NOTICES. All notices, requests, statements, offers,
acceptances or other writings required or permitted to be given or furnished
hereunder to any Partner shall be deemed sufficiently given or furnished if in
writing and delivered personally to such Partner, transmitted by confirmed fax,
deposited in the United States mail, in a sealed envelope, certified, with
postage prepaid, or sent by responsible overnight delivery service addressed to
such Partner, at its address set forth on Exhibit H hereof or at such other
address as such Partner shall have previously designated by written notice to
the other Partners and shall be effective when personally delivered or
transmitted, five business days after mailing or the next business day after
delivery to a responsible overnight delivery service.

SECTION 15.04. EQUITABLE REMEDIES. In the event of a breach or
threatened breach of this Venture Agreement by any Partner, the remedy at law in
favor of the other Partners will be inadequate and such other Partners, in
addition to all other rights which may be available, shall accordingly have the
right of specific performance in the event of any breach, or injunction in the
event of any threatened breach, of this Venture Agreement by any Partner.

SECTION 15.05. REMEDIES CUMULATIVE. Except as otherwise provided
herein, each right, power and remedy provided for herein or now or hereafter
existing at law, in equity, by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for herein, or now or hereafter existing at law, in equity, by statute
or otherwise, and the exercise or beginning of the existence or the forbearance
of exercise by any party of any one or more of such rights, powers or remedies
shall not preclude the

simultaneous or later exercise by such party of any or all of such other rights,
power or remedies.

SECTION 15.06. CAPTIONS; PARTIAL INVALIDITY. The captions, Section
numbers and Article numbers appearing in this Venture Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of such Sections or Articles of this Venture
Agreement nor in any way affect this Venture Agreement. If any term, covenant or
condition of this Venture Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Venture Agreement, or the application of such term, covenant or condition
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or
condition of this Venture Agreement shall be valid and be enforced to the
fullest extent permitted by law.

SECTION 15.07. ENTIRE AGREEMENT. This Venture Agreement and the other
documents and instruments being delivered concurrently herewith shall constitute
the entire agreement among the Partners with respect to the Partnership, all
prior agreements among the partners, whether written or oral, begin merged
herein and of no further force and effect. This Venture Agreement cannot be
changed, modified or discharged orally but only by an agreement in writing
executed by all General Partners. The Venture Agreement shall be amended as may
be necessary to reflect the subsequent addition, substitution or deletion of any
Partner.

SECTION 15.08. APPLICABLE LAW. This Venture Agreement shall be
interpreted and construed under and governed by the Act and the laws of the
State of Delaware applicable to agreements executed and performed entirely
within that State.

SECTION 15.09. COUNTERPARTS. This Venture Agreement may be executed in
several original counterparts, each of which shall for all purposes be deemed an
original, and all of such counterparts shall together constitute but one and the
same agreement.

SECTION 15.10. SUCCESSORS. All of the provisions of this Venture
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Partners hereto. Any Partner who makes a transfer or assignment
of all of its Interest permitted by the terms of this Venture Agreement shall
have no further liability or obligation hereunder, except with (i) respect to
claims arising prior to such transfer or assignment and the obligation to make
Capital Contributions, (ii) that no assignment shall relieve the KG General
Partner from its obligation to make Deficiency Loans or KG Loans, (iii) no
transfer by WKA shall impair or impede the obligation of the WKA General Partner
to repay the KG Loans in accordance with their terms or impair or impede the
validity or integrity of the security interest granted to the KG General Partner
in the Interests of WKA in the Partnership and any such transfer shall be
expressly subject thereto. References in this Venture Agreement to one or more
of the parties hereto, or to a "Partner" or the "Partners" shall, in the case of
a transfer or assignment of any such Partner's Interest which is permitted by
this Venture Agreement, be deemed to be, or to include, as the case may be, a
reference to such permitted assignee or transferee and shall not be deemed to
include a reference to the Partner who has transferred or assigned such
Interest.

SECTION 15.11. CONFIDENTIALITY. Each Partner agrees not to issue any
press release or make any public announcement no public statement regarding this
Venture Agreement without the consent of the other Partner, except as may be
required by law.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first written.

WKA EL CON ASSOCIATES

By: WMS El Con Corp., Partner

By:/s/
............................
Xxxxxx X. Xxxxxx, President

By: International Textile Products
of Puerto Rico, Inc., Partner

By:/s/
............................
Xxxxxxx X. Xxxxxxx,
Vice President

By: KMA Associates of Puerto Rico,
Inc., Partner

By:/s/
............................
Xxxxxxx X. Xxxxxxx,
Vice President

By: Hospitality Investor Group, S.E.,
Partner

By:/s/
............................
Xxxx X. Xxxxxxx, President

KUMAGAI CARIBBEAN, INC.

By:/s/
............................
Xxxxxxxx Xxxxxx, Chairman

State of Hawaii )
: ss.:
City and County of Honolulu )

On January 12, 1990 before me personally came Xxxxxx X. Xxxxxx, to me
known and known to me to be President of WMS El Con Corp., the corporation
described in and who executed the foregoing instrument, and he acknowledged to
me that he executed the same by order of the Board of Directors.

/s/
..............................
Notary Public

State of Hawaii )
: ss.:
City and County of Honolulu )

On January 12, 1990 before me personally came Xxxxxxx X. Xxxxxxx, to
me known and known to me to be Vice President of International Textile Products
of Puerto Rico, Inc., the corporation described in and who executed the
foregoing instrument, and he acknowledged to me that he executed the same by
order of the Board of Directors.

/s/
...............................
Notary Public

State of Hawaii )
: ss.:
City and County of Honolulu )

On January 12, 1990 before me personally came Xxxxxxx X. Xxxxxxx, to
me known and known to me to be Vice President of KMA Associates of Puerto Rico,
Inc., the corporation described in and who executed the foregoing instrument,
and he acknowledged to me that he executed the same by order of the Board of
Directors.

/s/
...............................
Notary Public

State of Hawaii )
: ss.:
City and County of Honolulu )

On January 12, 1990 before me personally came Xxxx X. Xxxxxxx, to me
known and known to me to be President of HASN, Inc., the corporation described
in and who executed the foregoing instrument, and he acknowledged to me that he
executed the same by order of the Board of Directors.

/s/
...............................
Notary Public
79

State of Hawaii )
: ss.:
City and County of Honolulu )

On January 12, 1990 before me personally came Xxxxxxxx Xxxxxx, to me
known and known to me to be Chairman of Kumagai Caribbean, Inc., the corporation
described in and who executed the foregoing instrument, and he acknowledged to
me that he executed the same by order of the Board of Directors.

/s/
...............................
Notary Public

APPENDIX

The following constitutes an Appendix to the EL CONQUISTADOR PARTNERSHIP L.P.
VENTURE AGREEMENT, dated January 12, 1990 and shall be deemed a part thereof as
if fully set forth therein. All capitalized terms used herein shall have the
same meaning ascribed to such terms in the Venture Agreement except as otherwise
defined herein.

The allocations to the Capital Account of each Partner for Federal
income tax purposes of Net Income, Gain from a Capital Transaction, Net Loss,
Net Loss from a Capital Transaction and Depreciation or, where required, the
allocation of items or elements of any of the foregoing, and the allocation of
gross income, if required, shall be made in accordance with this Appendix. The
Partners wish to have the allocations made in accordance with Article I of this
Appendix but recognize that under certain circumstances such allocations may
diverge from allocations that may be required to be made for tax purposes.
Article II of this Appendix sets forth certain targets which must be met by the
Allocations in Article I. To the extent that there is divergence between the
results of allocations under Article I and Article II, Article I is subject to
Article II. Article II prescribes the order in which the allocations in Article
I are to be adjusted if such adjustments are required to bring the Article I
allocations into conformity with the results mandated by Article II. Article III
sets forth certain provisions required by the Regulations and both Article I and
Article II are subject to Article III.

I. ALLOCATIONS OF NET INCOME, NET LOSS, GAIN OR NET LOSS FROM A CAPITAL
TRANSACTION AND DEPRECIATION

1. NET INCOME: For each fiscal year of the Partnership with respect to
which the operations of the Partnership have produced Net Income, 50% of such
Net Income shall be allocated and credited to the Capital Accounts of the Class
A Limited Partners and the KG General Partner in proportion to their respective
Residual Partnership Interests and 50% of such Net Income shall be allocated and
credited to the Capital Accounts of the WKA General Partner and the Class B
Limited Partners in proportion to their respective Residual Partnership
Interests (the foregoing allocation being referred to as the "50-50 ratio")
provided that an amount of Net Income up to the amount of the Preferred Return
for such fiscal year shall first be allocated and credited 70% to the Capital
Accounts of the Class A Limited Partners and the KG General Partner in
proportion to their Contribution Ratios and 30% to the Capital Account of the
WKA General Partner and the Class B Limited Partners in proportion to their
respective Contribution Ratios, and further provided that allocations in the
50-50 ratio shall only exceed the amount of Distributable Cash to be distributed
in such ratio to the extent the Capital Account of each of the Partners after
giving effect to distributions of such Net Income for the Fiscal Year in the 50-
50 ratio would exceed its Unrecovered Capital plus such Partner's Deferred
Preferred Return.

2. NET LOSS: For each year of the Partnership with respect to which
the operations of the Partnership have produced a Net Loss such Net Loss shall
be allocated and charged to the Capital Accounts of the Partners in the
following manner:

FIRST: 50% to the KG General Partner and the Class A Limited
Partners in proportion to their respective Residual Partnership Interests and
50% to the WKA General Partner and the Class B Limited Partners in proportion to
their respective Residual

A-2

Partnership Interests to the extent of the respective allocations to them of the
excess of (X) prior allocations of Net Income made in the 50-50 ratio plus
current and prior allocations of Gain from a Capital Transaction made in the
50-50 ratio over the sum of (Y) distributions of Operating Cashflow and
Extraordinary Cashflow made in the 50-50 ratio and prior allocations made in the
50-50 ratio of (i) Net Loss, (ii) Net Loss from a Capital Transaction, and (iii)
Depreciation;

SECOND: 70% to the KG General Partner and the Class A Limited
Partners in proportion to their respective Contribution Ratios and 30% to the
WKA General Partner and the Class B Limited Partners in proportion to their
respective Contribution Ratios until the Capital Account of any Partner has been
reduced to zero;

THIRD: to any Partner or Partners with a positive balance in its
Capital Account until each Partner's Capital Account has been reduced to zero;
and if more than one Partner has a Positive Capital Account as near as possible
to the ratio set forth in paragraph SECOND, until no Partner has a Positive
Capital Account.

FOURTH: 100% to the KG General Partner and the Class A General
Partners in the ratio of their respective Contribution Ratios up to the lesser
of an additional $20 million or the Partner Nonrecourse Debt in respect of
Deficiency Loans in accordance with and subject to the principles of Section 2
of Article III of this Appendix.

FIFTH: to the General Partners in proportion to their Residual
Partnership Interests.

Notwithstanding the foregoing, Nonrecourse Deductions shall be
allocated 70% to the KG General Partner and the Class A Limited Partners in
proportion to their respective

A-3

Contribution Ratios, and 30% to the WKA General Partner and the Class B Limited
Partners in proportion to their respective Contribution Ratios.

3. GAIN FROM A CAPITAL TRANSACTION. Gain from a Capital Transaction
realized by the Partnership after giving effect to Sections 3 and 4 of Article
III of this Appendix shall be allocated as follows after giving effect for
purposes of paragraph FOURTH of this Section to the distribution of the
Preferred Return and the Deferred Preferred Return but otherwise prior to giving
effect to any other distribution of Extraordinary Cash Flow in respect of such
transaction:

FIRST: up to the deficit balance in each Partner's Capital
Account (i) in the ratio of 50% to the KG General Partner and the Class A
Limited Partners in proportion to their Contribution Ratios and 50% to the WKA
General Partner and the Class B Limited Partners in proportion to their
Contribution Ratios or such other ratio as will cause the deficits in their
Capital Accounts to be in the Prescribed Ratio and (ii) thereafter in the ratio
of 70% to the KG General Partner and the Class A Limited Partners in proportion
to their Contribution Ratios and 30% to the WKA General Partner and the Class B
Limited Partner in proportion to their Contribution Ratios until the Partners'
Capital Accounts shall no longer be negative;

SECOND: to the KG General Partner and the Class A Limited
Partners in proportion to their Contribution Ratios to the extent their Capital
Accounts are less than the amounts distributable to them under paragraphs A and
B of Section 8.02 of the Venture Agreement in respect of such transaction;

THIRD: to the WKA General Partner and the Class B Limited
Partners in proportion to their Contribution Ratios to the extent their Capital
Accounts are less

A-4

than the amounts distributable to them under paragraphs C and D of Section 8.02
of the Venture Agreement in respect of such transaction;

FOURTH: to either the KG General Partner and the Class A Limited
Partners on the one hand, or the WKA General Partner and the Class B Limited
Partners, on the other, the amount or amounts if any necessary to cause the
Capital Account of such Partners to be in the same ratio to their Unrecovered
Capital as the ratio of the other Partners' Capital Accounts is to their
Unrecovered Capital; and thereafter 70% to the KG General Partner and the Class
A Limited Partners in proportion to their Contribution Ratios and 30% to the WKA
General Partner and the Class B Limited Partners in proportion to their
Contribution Ratios until each Partner's Capital Account is equal to its
Unrecovered Capital;

FIFTH: to the Partners in accordance with their respective
Residual Partnership Interests.

4. NET LOSS FROM A CAPITAL TRANSACTION. Net Loss from a Capital
Transaction shall be charged to the Capital Accounts of the Partners and
allocated as follows:

FIRST: 50% to the KG General Partners and the Class A Limited
Partners in proportion to their Residual Partnership Interests and 50% to the
WKA General Partners and the Class B Limited Partners in proportion to their
Residual Partnership Interests to the extent in the case of each Partner of the
excess of (X) current and prior allocations of Net Income plus prior allocations
of Gain from a Capital Transaction made in the 50-50 ratio over the sum of (Y)
distributions made in the 50-50 ratio, current and prior allocations of Net Loss
made in the 50-50 ratio, prior allocations of Net Loss from a Capital
Transaction made in the 50-50 ratio and prior allocations of Depreciation made
in the 50-50 ratio.

A-5

SECOND: 70% to the KG General Partner and the Class A Limited
Partners in proportion to their Contribution Ratios and 30% to the WKA General
Partner and the Class B Limited Partners in proportion to their Contribution
Ratios until the Capital Account of any Partner shall be reduced to zero;

THIRD: to any Partner or Partners with a positive balance in its
Capital Account until each Partner's Capital account has been reduced to zero
and if more than one Partner has a Positive Capital Account in proportion to
their respective Contribution Ratios or as near as possible to such ratios until
no Partner has a Positive Capital Account; and

FOURTH: to the General Partners in proportion to their Residual
Partnership Interests, subject to Section 2 of Article III of this Appendix.

5. ALLOCATION OF DEPRECIATION.

(A) For each fiscal year of the Partnership there shall be
charged to the Capital Account of each Partner, and allocated to each Partner
for income tax purposes, an amount of the Depreciation as follows:

FIRST: 50% to the KG General Partner and the Class A Limited
Partners in proportion to their Residual Partnership Interests and 50% to the
WKA General Partner and the Class B Limited Partners in proportion to their
Residual Partnership Interests to the extent of the excess in the case of each
Partner of (X) current and prior allocations of Net Income and Gain from a
Capital Transaction made in the 50-50 ratio over the sum of (Y) distributions of
Operating Cashflow and Extraordinary Cashflow made in the 50-50 ratio, current
and prior allocations of Net Loss and Net Loss from a Capital Transaction made
in the 50-50 ratio, and prior allocations under this paragraph FIRST;

A-6

SECOND: depreciation shall be allocated to the Partners in the
ratio of 70% to the KG General Partner and the Class A Limited Partners in
proportion to their respective Contribution Ratios and 30% to the WKA General
Partner and the Class B Limited Partners in proportion to their respective
Contribution Ratios until the Capital Account of any Partner shall be reduced to
zero;

THIRD: to any Partner or Partners with a positive balance in its
Capital Account until each Partner's Capital Account has been reduced to zero
and if more than one Partner has a Positive Capital Account in proportion to
their Contribution Ratios or as near as possible to such ratios until no Partner
has a Positive Capital Account; and

FOURTH: subject to Section 2 of Article III of this Appendix, any
remaining Depreciation shall be allocated 70% to the KG General Partner and the
Class A Limited Partners in proportion to their Contribution Ratios and 30% to
the WKA General Partner and the Class B Limited Partners in proportion to their
Contribution Ratios.

Notwithstanding the foregoing paragraphs FIRST through FOURTH,
Depreciation which is a Nonrecourse Deduction shall be allocated 70% to the KG
General Partner and the Class A Limited Partners in proportion to their
respective Contribution Ratios and 30% to the WKA General Partner and the Class
B Limited Partners in proportion to their respective Contribution Ratios.

(B) Recapture shall be allocated to the Partners as follows
(i.e., the portion of the gain allocated to a Partner which constitutes
Recapture shall be determined as follows): to the extent possible, there shall
be allocated to each Partner that portion of such Recapture which is equal to
the fraction, the numerator of which is the Depreciation deductions

A-7

that generated such Recapture (or other items of deduction that generated such
Recapture) allowable with respect to the Partnership property being sold
theretofore allocated to such Partner (or a predecessor in interest to such
Partner), and the denominator of which is the total Depreciation deductions that
generated such Recapture (or other items of deduction that generated such
Recapture) allowable with respect to the Partnership property being sold
theretofore allocated to all Partners provided, however, that under no
circumstances shall there be allocated to any Partner Recapture in excess of the
Gain from a Capital Transaction allocated to such Partner (and such excess shall
be allocated instead to the other Partners).

II. ALLOCATIONS TO CONFORM TO TARGET CAPITAL ACCOUNTS.

If the Capital Account of a Partner at the end of any fiscal year as
determined by the application of Articles I and III differs from that Partner's
Target Capital Account, the allocations provided for in Article I of this
Appendix shall be modified so that each Partner's Capital Account shall equal
its Target Capital Account. Modification pursuant to the preceding sentence
shall be subject to the requirements that (i) the ceiling rule as set forth in
Code Section 1.704-1(c)(2) as it may be applied by the Internal Revenue Service
will not be violated and (ii) the provisions of Article III of this Appendix may
not be violated. Subject to the foregoing, the modifications required hereunder
shall be made by first reallocating Net Income or Net Loss, as the case may be,
and then reallocating Gain or Net Loss from a Capital Transaction, as the case
may be, and then by reallocating Depreciation.

III. EXCEPTIONS.

Notwithstanding anything to the contrary contained in this Appendix,
the following shall apply:

1. GENERAL LIMITATION: No allocation shall be made to a Partner which

A-8

would cause such Partner to have a deficit balance in its Adjusted Capital
Account which exceeds the sum of such Partner's share of Partnership Minimum
Gain and such Partner's Share of Minimum Gain Attributable to Partner
Nonrecourse Debt. If the limitation contained in the preceding sentence would
apply to cause an item of Net Loss or deduction to be unavailable for allocation
to all Partners then such item of Net Loss or deduction shall be allocated among
the Partners in accordance with the WKA General Partner's best judgment as to
the manner in which the loss or deduction will be borne.

2. PARTNER NONRECOURSE DEDUCTIONS: Any and all items of Net Loss and
deduction and any and all expenditures described in Section 705(a)(2)(B) of the
Code (or treated as expenditures so described pursuant to Section
1.704-1(b)(2)(iv)(i) of the Regulations) (collectively, "Partner Nonrecourse
Deductions") that are (in accordance with the principles set forth in Section
1.704-IT(b)(4)(iv)(h)(3) of the Regulations) attributable to Partner Nonrecourse
Debt shall be allocated to the Partner that bears the Economic Risk of Loss for
such Partner Nonrecourse Debt. If more than one Partner bears such Economic Risk
of Loss, such Partner Nonrecourse Deductions shall be allocated between or among
such Partners in accordance with the ratios in which they share such Economic
Risk of Loss.

3. PARTNERSHIP MINIMUM GAIN: If there is a net decrease in Partnership
Minimum Gain for any fiscal year of the Partnership, there shall be allocated to
each Partner for such fiscal year, before any other allocation is made of
Partnership items under Article I or Article II of this Appendix, items of
income and gain for such year (and, if necessary, for subsequent years) in
proportion to, and to the extent of, an amount equal to the greater of: (1) the
portion of such Partner's share of the net decrease in Partnership Minimum Gain
during such

A-9

fiscal year that is allocable (in accordance with the principles set forth in
Section 1.704-IT(b)(4)(iv)(e)(2) of the Regulations) to the sale or other
disposition of Partnership property subject to one or more Nonrecourse
Liabilities of the Partnership; or (2) the deficit balance in such Partner's
Adjusted Capital Account at the end of such fiscal year. The amount of such
deficit balance which needs to be eliminated shall be reduced by the amount of
such Partner's Share of Partnership Minimum Gain and such Partner's Share of
Minimum Gain Attributable to Partner Nonrecourse Debt (computed, in each case,
by reference to the amount of Partnership Minimum Gain and Minimum Gain
Attributable to Partner Nonrecourse Debt after taking into account any changes
thereto during such fiscal year). Items of income and gain to be allocated
pursuant to the foregoing provisions of this paragraph shall consist first of
gains recognized from the disposition of items of Partnership property subject
to one or more Nonrecourse Liabilities of the Partnership to the extent of the
decrease in Partnership Minimum Gain attributable to the disposition of such
items of Partnership property (or a proportionate share of each such gain if
such gains exceed the amount of income and gain required to be allocated
pursuant to the foregoing provisions of this paragraph for such fiscal year),
and then of a pro rata portion of the other items of Partnership income and gain
for that year.

4. MINIMUM GAIN ATTRIBUTABLE TO PARTNER NONRECOURSE DEBT: If there is,
for any fiscal year of the Partnership, a net decrease in the Minimum Gain
Attributable to Partner Nonrecourse Debt, there shall be allocated to each
Partner that has a share of Minimum Gain Attributable to Partner Nonrecourse
Debt at the beginning of such fiscal year before any other allocation under
Section 704(b) of the Code is made pursuant to this Appendix (other than an
allocation required pursuant to the provisions of Section 3 of this Article III
of this Appendix)

A-10

items of income and gain for such fiscal year (and, if necessary, for subsequent
years) in proportion to, and to the extent of, an amount equal to the greater
of: (1) the portion of such Partner's share of the net decrease in the Minimum
Gain Attributable to Partner Nonrecourse Debt that is allocable (in accordance
with the principles set forth in Section 1.704-1T(b)(4)(iv)(h)(4) of the
Regulations) to the sale or other disposition of Partnership property subject to
such Partner Nonrecourse Debt; or (2) the deficit balance in such Partner's
Adjusted Capital Account at the end of such fiscal year. The amount of such
deficit balance which needs to be eliminated shall be reduced by the amount of
such Partner's Share of Partnership Minimum Gain and such Partner's Share of
Minimum Gain Attributable to Partner Nonrecourse Debt (computed, in each case,
by reference to the amount of Partnership Minimum Gain and Minimum Gain
Attributable to Partner Nonrecourse Debt after taking into account any changes
thereto during such fiscal year). The determination of which items of income and
gain to be allocated pursuant to the foregoing provisions of this paragraph of
this Section shall be made in a manner that is consistent with the principles
contained in Section 1.704-IT(b)(4)(iv)(e)(2) of the Regulations.

5. QUALIFIED INCOME OFFSET: In the event any Partner unexpectedly
receives any adjustments, allocations or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Regulations (modified, as
appropriate, by Sections 1.704-IT(b)(4)(iv)(e)(3) and (h)(4) of the
Regulations), there shall be specially allocated to such Partner such items of
Partnership income and gain, at such times and in such amounts as will eliminate
as quickly as possible the deficit balance (if any) in its Capital Account (in
excess of the sum of such Partner's share of Partnership Minimum Gain, such
Partner's share of Minimum Gain Attributable to Partner

A-11

Nonrecourse Debt) created by such adjustments, allocations or distributions. To
the extent permitted by the Code and the Regulations, any special allocations of
items of income or gain pursuant to this paragraph 5 shall be taken into account
in computing subsequent allocations of Net Income or Net Loss pursuant to this
Appendix, so that the net amount of any items so allocated and the subsequent
Net Income or Net Loss allocated to the Partners pursuant to Article I and
Article II of this Appendix shall, to the extent possible, be equal to the net
amounts that would have been allocated to each such Partner pursuant to the
provisions of Article I and Article II of this Appendix if such unexpected
adjustments, allocations or distributions had not occurred.

IV. SPECIAL ALLOCATION RULES AND PARTNERSHIP ELECTIONS:

1. Income, gain, loss and deduction with respect to property
contributed to the Partnership by a Partner (and with respect to other
circumstances for which Treas. Reg. 'SS'1.704-1(b) requires Code Section 704(c)
principles to be applied) shall be allocated among the Partners for tax purposes
so as to take account of the variation between the basis (within the meaning of
Section 704(c) of the Code) of the property to the Partnership and its fair
market value at the time of contribution (or the variation between the basis and
value or applicable Capital Account at the time the principles of Section 704(c)
of the Code are to be applied.

2. In the event a Partner transfers all or part of its interest in the
Partnership, or in the event an interest in the Partnership, or in the event an
interest in a Partner that itself is a partnership is transferred, the
Partnership shall, upon request of the transferee, elect, pursuant to Section
754 of the Code, to adjust the basis of the property owned by the Partnership in
accordance with Section 743 of the Code.

A-12

3. The Partnership shall elect the straight line method of
depreciation and the shortest permissible recovery periods (within the meaning
of Section 168 of the Code) with respect to the Resort.

4. Except as otherwise provided in this Partnership Agreement, all
other elections required or permitted to be made by the Partnership under the
Code shall be made by mutual agreement of all the General Partners.

A-13

FIRST AMENDMENT AGREEMENT

This Amendment Agreement (the "Amendment Agreement") is made the 4th
day of May, 1992, between KUMAGAI CARIBBEAN, INC., a Texas corporation, having
an office at Suite 000, Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx Xxxx, Xxx Xxxx, Xxxxxx
Xxxx 00000-0000 and WKA EL CON ASSOCIATES, a New York General Partnership,
having an office c/o WMS Industries Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.

W I T N E S S E T H :

WHEREAS, the parties executed on January 12, 1990, a Venture Agreement
(the "Venture Agreement") for the purpose of acquiring certain real property and
improvements thereon located in Fajardo, Puerto Rico, formerly known as "El
Conquistador Hotel", and to undertake the renovation, improvement, construction
and development thereof and to operate the same as a first-class, luxury
destination mega-resort; and

WHEREAS, the parties desire to amend the Venture Agreement.

NOW, THEREFORE, in consideration of the premises and other respective

representations, warranties, covenants and conditions contained herein, the
parties hereto agree as follows:

1. The Preamble is made to form part hereof.

2. The capitalized terms used herein shall have the same meaning used
in the Venture agreement and the Appendix thereto, unless the context requires
otherwise.

3. It is the intent of the parties that the terms of this First
Amendment

Agreement (the "Amendment Agreement") shall supersede and override any
conflicting provision in the Venture Agreement or other document executed by the
parties hereto and any conflict or ambiguity between this Amendment Agreement
and any other Agreement shall be resolved in favor of this Amendment Agreement.

4. The revised Development Budget for the Project is hereby approved
as delivered by the parties hereto.

5. The Venture Agreement is hereby amended by deleting Sections 1.212
and 1.28 in their entireties and substituting in their places the following:

"Section 1.12 "Capital Contribution" means the amount
to be contributed to the Partnership by any Partner, other
than Supplemental Contributions, pursuant to Article Three
hereof."

"Section 1.28 "Distributable Cash" means Operating
Cashflow plus an amount equal to mandatory prepayments under
the Special Loans less all payments made in respect of
Deficiency Loans and Additional Loans."

6. The Venture Agreement is hereby amended by adding new Sections 1.88
through 1.95 to read as follows:

"Section 1.88 "Supplemental Contribution" means the
amounts contributed to the Partnership by any Partner
designated as a "Supplemental Contribution" in Article
Three.

Section 1.89 "Unrecovered Supplemental Contribution"
means with respect to each Partner the amount at any time of
such Partner's Supplemental Contribution actually made to
the Partnership, reduced by distributions made to such
Partner pursuant to Paragraph J of Section 8.02 hereof.

Section 1.90 "Supplemental Preferred Return" means for
any Fiscal Year or part thereof an 8.5% annual rate of
return on the amount of each Partner's Unrecovered
Supplemental Contribution calculated based upon the amount
of each Partner's Unrecovered Supplemental Contribution from
day to day.

Section 1.91 "Supplemental Deferred Preferred Return"
means the amount of any Supplemental Preferred Return unpaid
from all prior fiscal year(s) of the Partnership, together
with interest thereon at the rate of 10% per annum from the
end of the Fiscal Year to which such Supplemental Preferred
Return relates to the date of payment.

Section 1.92 "GDB" means the Government Development
Bank For Puerto Rico.

Section 1.92 "GDB Loans" shall have the meaning set
forth in Section 6.06 hereof.

Section 1.94 "GDB Loan Agreements" means the Loan
Agreement dated February 7, 1991 between the GDB and the
Partnership and the Credit Facility Agreement dated May 5,
1992 between the GDB, the KG General Partner and the WKA
General Partner, as the same may be amended from time to
time.

Section 1.95 "Special Loans" shall have the meaning set
forth in Section 6.06 hereof.

7. The Venture Agreement is hereby amended by changing the addresses
in the table in Section 3.01 to read as follows:

Kumagai Caribbean, Inc.
Xxxxx 000, Xxxxxxxx Xxxx.
Xxxxx Xxxxxx Xxxx
Xxx Xxxx, Puerto Rico
00920-1706

WKA El Con Associates
c/o WMS Industries Inc.
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

8. The Venture Agreement is hereby further amended by changing the
addresses in the table in Section 3.02 to read as follows:

Class A Limited Partner
-----------------------
3

Kumagai Caribbean, Inc.
Xxxxx 000, Xxxxxxxx Xxxx.
Xxxxx Xxxxxx Xxxx
Xxx Xxxx, Xxxxxx Xxxx
00000-0000

Class B Limited Partner
-----------------------

WKA El Con Associates
c/o WMS Industries Inc.
0000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000

9. Section 3.03 of the Venture Agreement is hereby amended by adding
the following at the end thereof:

"Additionally, the Partners may make Supplemental
Contributions to the Partnership, such Supplemental
Contributions to be made pursuant to the written consent of
the Partners as they may agree upon from time to time."

10. The parties hereby agree that a Call Notice for Deficiency Loans
cannot be made to fund costs, fees or expenses attributable to Total Project
Costs, it being the intention of the parties that the revised Development Budget
not to be exceeded. The first sentence of Section 6.01 of the Venture Agreement
is hereby amended to read as follows:

"If at any time after the Commencement Date but prior
to the expiration of five (5) years from the Commencement
Date, the Partnership has insufficient funds available to
pay any portion of operating costs or any other fees or
expenses related to the operation of the Project or the
Resort, the Partnership's business or the liquidation or
winding up of the Partnership, including payment of
liabilities or reserves for liabilities, the WKA General
Partner shall notify (the "Call Notice") each of the General
Partners in writing of the amount needed (the "Deficiency")
to pay such costs, fees or expenses; no Call Notice should
be made to cover any portion of any costs, fees or expenses
attributable to Total Project Costs, including the
renovation, improvement, construction or development of the
Project or the Resort."

11. Section 6.01 of the Venture Agreement is hereby further amended by
deleting the last sentence thereof and substituting in its place the following:

"Notwithstanding the foregoing, at no time shall either
the KG General Partner or the WKA General Partner be
required to make Deficiency Loans to the Partnership in
excess of $7,000,000 in principal amount each outstanding at
any time."

12. Section 6.02 of the Venture Agreement is hereby amended by
deleting the first sentence thereof and substituting in its place the following:

"If at any time after all Capital Contributions have
been made and either (i) there is outstanding Deficiency
Loans in the aggregate principal amount of $14,000,000 or
(ii) the obligation of the General Partners to make
Deficiency Loans has terminated, the Partnership has
insufficient funds to meet any of its obligations other than
obligations to any of its Partners, then the General
Partners shall have the right, but not the obligation, to
fund such deficiencies by making additional loans
("Additional Loans") to the Partnership in the amounts
necessary to meet such obligations but only if the
reasonable needs of the Partnership's business so require."

13. Contemporaneously herewith the Partners are entering into an
agreement with The Mitsubishi Bank, Limited pursuant to which the Partners,
severally and not jointly, have agreed with The Mitsubishi Bank, Limited to
provide up to $3,000,000 each to the Partnership under certain circumstances to
fund operating deficiencies. Such funds, if provided, will be deemed Additional
Loans under Section 6.02 of the Venture Agreement. Any additional Loans made by
the Partners voluntarily and not at the request of The Mitsubishi Bank, Limited
will not be deemed to satisfy such Partner's obligations to The Mitsubishi Bank,
Limited to make the Additional Loans to fund operating deficiencies as
aforesaid.

14. Section 7.02(A) of the Venture Agreement is hereby amended by
adding the following after the words "Capital Contribution":

"and Supplemental Capital Contribution".

15. There is hereby added a new Section 6.06 to the Venture Agreement
entitled "Special Loans", which reads as follows:

"6.06 Special Loans. The General Partners each expect
to borrow $4,000,000.00 from the GDB (the "GDB Loans") for a
total of $8,000,000.00 The General Partners agree to utilize
the proceeds from the GDB Loans to make a loan to the
Partnership of $4,000,000.00 each (the "Special Loans"). The
terms and conditions of the Special Loans shall be the same
as the terms and conditions of the GDB Loans in all material
respects and shall be in accordance with the form of
Partnership loan agreement annexed hereto as Exhibit A.
Special Loans shall not be deemed to be Deficiency Loans or
Additional Loans for purposes of this Agreement, including
Section 6.04 hereof."

16. Section 6.04 of the Venture Agreement dealing with repayment of
loans is hereby amended by the addition at the end of the section of a new
paragraph which reads as follows:

"The payment of interest and principal on the Special
Loans shall not be subject to the limitations provided above
and the Partnership shall make payments of interest and
principal on the Special Loans in accordance with the terms
and conditions thereof (which reflect the terms and
conditions of the GDB Loans)."

17. The Venture Agreement is hereby amended by deleting ARTICLE EIGHT
in its entirety and substituting in its place the following:

"ARTICLE EIGHT

PARTNERSHIP DISTRIBUTIONS

"Section 8.01 Distributable Cash from Operations.
Distributable cash shall be distributed at least once per
year on or before the 120th day following the end of the
Resort's fiscal year and shall be distributed and applied in
the following order of priority:

(A) Special Loan prepayments required to be deposited
in escrow in respect of such fiscal year for the benefit of
the GDB pursuant to the GDB Loans.

(B) Payment of the Preferred Return to the KG General
Partner and the Class A Limited Partners for such fiscal
year to the extent not previously paid from Distributable
Cash from a Capital Transaction. If the Distributable Cash
is insufficient to pay such Preferred Return in full, then
the Distributable Cash shall be paid to each such Partner in
the same ratio as such Partner's Unrecovered Capital bears
to the aggregate Unrecovered Capital of the KG General
Partner and Class A Limited Partners and the amount of any
Preferred Return unpaid shall become Deferred Preferred
Return.

(C) Payment of any Deferred Preferred Return to the KG
General Partner and the Class A Limited Partners. If such
Distributable Cash is insufficient to pay such Deferred
Preferred Return in full, then such Distributable Cash shall
be paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate
Unrecovered Capital of the KG General Partner and Class A
Limited Partners and shall be applied first to the interest
portion of such Deferred Preferred Return and then to the
oldest Preferred Return portions.

(D) Payment of the Preferred Return to the WKA General
Partner and Class B Limited Partners for such fiscal year to
the extent not previously paid from Distributable Cash from
a Capital Transaction. If such Distributable Cash is
insufficient to pay such Preferred Return in full, then such
Distributable Cash shall be paid to each such Partner in the
same ratio as such Partner's Unrecovered Capital bears to
the aggregate Unrecovered Capital of the WKA General Partner
and Class B Limited Partners and the amount of any Preferred
Return unpaid shall become Deferred Preferred Return.

(E) Payment of any Deferred Preferred Return to the WKA
General Partner and Class B Limited Partners. If such
Distributable Cash is insufficient to pay such Deferred
Preferred Return in full, then such Distributable Cash shall
be paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate
Unrecovered Capital of the WKA General Partner and the Class
B Limited Partners and shall be applied first to the
interest portion of such Deferred Preferred

Return and then to the oldest Preferred Return portions.

(F) Payments of Supplemental Preferred Returns to the
Partners in accordance with their Unrecovered Supplemental
Contributions. If the Distributable Cash is insufficient to
pay such Supplemental Preferred Returns in full, then the
Distributable Cash shall be paid to each such Partner in the
same ratio as such Partner's Unrecovered Supplemental
Contribution bear to the aggregate Unrecovered Supplemental
Contributions of all Partners.

(G) Payment of the Supplemental Deferred Preferred
Return to all Partners. If such Distributable Cash is
insufficient to pay such Supplemental Deferred Preferred
Return in full, then such Distributable Cash shall be paid
to each Partner in the same ratio as such Partner's
Unrecovered Supplemental Contributions bear to the aggregate
Unrecovered Supplemental Contributions of all Partners and
shall be applied first to the interest portion of such
Supplemental Deferred Preferred Return and then to the
oldest Supplemental Preferred Return portions.

(H) Payment of the Incentive Management Fee.

(I) Any balance remaining shall be paid to the Partners
in accordance with their Residual Partnership Interests.

Section 8.02 Distributable Cash from a Capital
Transaction. As soon as practical after the receipt of the
proceeds from a Capital Transaction, the Partnership shall
distribute and apply the Distributable Cash from a Capital
Transaction in the following order of priority:

(A) Special Loan prepayments required to be deposited
in escrow in respect of such fiscal year for the benefit of
the GDB pursuant to the GDB Loans.

(B) Payment of the Preferred Return to the KG General
Partner and the Class A Limited Partners for the current
Fiscal Year. If the Distributable Cash from a Capital
Transaction is insufficient to pay such Preferred Return in
full, then the Distributable Cash from a Capital Transaction
shall be paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate
Unrecovered Capital of the KG General Partner and Class A
Limited Partners.

(C) Payment of any Deferred Preferred Return to the KG
General Partner and the Class A Limited Partners. If such
Distributable Cash from a Capital Transaction is
insufficient to pay such Deferred Preferred Return in full,
then such Distributable Cash from a Capital Transaction
shall be paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate
Unrecovered Capital of the KG General Partner and Class A
Limited Partners and shall be applied first to the interest
portion of such Deferred Preferred Return and then to the
oldest Preferred Return portions.

(D) Payment of the Preferred Return to the WKA General
Partner and Class B Limited Partners for the current Fiscal
Year. If such Distributable Cash from a Capital Transaction
is insufficient to pay such Preferred Return in full, then
such Distributable Cash from a Capital Transaction shall be
paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate
Unrecovered Capital of the WKA General Partner and Class B
Limited Partners.

(E) Payment of any Deferred Preferred Return to the WKA
General Partner and Class B Limited Partners. If such
Distributable Cash from a Capital Transaction is
insufficient to pay such Deferred Preferred Return in full,
then such Distributable Cash from a Capital Transaction
shall be paid to each such Partner in the same ratio as such
Partner's Unrecovered Capital bears to the aggregate
Unrecovered Capital of the WKA General Partner and the Class
B Limited Partners and shall be applied first to the
interest portion of such Deferred Preferred Return and then
to the oldest Preferred Return portions.

(F) Payments of Supplemental Preferred Returns to the
Partners for the current fiscal year in accordance with
their Unrecovered Supplemental Contributions. If the
Distributable Cash form a Capital Transaction is
insufficient to pay such Supplemental Preferred Returns in
full then the Distributable Cash from a Capital Transaction
shall be paid to each such Partner in the same ratio as such
Partner's Unrecovered Supplemental Contributions bear to the
aggregate Unrecovered Supplemental Contributions of all
Partners.

(G) Payment of the Supplemental Deferred Preferred
Return to all Partners. If such Distributable Cash from a
Capital Transaction is insufficient to pay such Supplemental
Deferred

Preferred Return in full, then such Distributable Cash from
Capital Transaction shall be paid to each Partner in the
same ratio as such Partners Unrecovered Supplemental
Contributions bear to the aggregate Unrecovered Supplemental
contributions of all Partners and shall be applied first to
the interest portion of such Supplemental Deferred Preferred
Return and then to the oldest Supplemental Preferred Return
portions.

(H) Payment of any Incentive Management Fee in respect
of the fiscal year in which the funds constituting
Distributable Cash from a Capital Transaction were received
by the Partnership.

(I) Payment of any Incentive Management Fee in respect
of any preceding fiscal year of the Resort which was earned
and not previously paid.

(J) To the Partners as return of their respective
Supplemental Contributions in an amount equal to their
respective Unrecovered Supplemental Contributions. If the
remaining Distributable Cash from a Capital Transaction is
less than the Partners' Unrecovered Supplemental
Contributions, then the remaining Distributable Cash from a
Capital Transaction shall be paid to each Partner in the
same proportion as each Partner's Unrecovered Supplemental
Contribution bears to the aggregate Unrecovered Supplemental
Contributions of all Partners.

(K) To the Partners as return of their respective
Capital Contributions in an amount equal to their respective
Unrecovered Capital. If the remaining Distributable Cash
from a Capital Transaction is less than the Partners'
Unrecovered Capital, then the remaining Distributable Cash
from a Capital Transaction shall be paid to each Partner in
the same proportion as each Partner's Unrecovered Capital
bears to the aggregate Unrecovered Capital of all Partners.

(L) Any balance remaining shall be paid to the Partners
in accordance with their respective Residual Partnership
Interests."

18. All Partners agree that they will request no further design
changes to the Project and will exercise their best efforts not to incur in any
cost overruns and to keep Total Project Costs within the revised Development
Budget.

19. The WKA General Partner acknowledges for itself and for the
Partnership that the Guaranty executed on the 12th day of January, 1990 by
Kumagai Properties, Inc. which formed Exhibit I to the Venture Agreement, is
hereby modified so that the reference to the KG Partner being required to loan
to the Partnership up to $10,000,000.00 as Deficiency Loans and for the KG
Partner to loan to the WKA General Partner up to $10,000,000.00 as the KG Loan
Obligation is hereby amended so that the Guaranty properly refers to the
Deficiency Loan Obligation as $7,000,000.00 and to the KG Loan Obligation as
$7,000,000.

20. The parties hereto acknowledge that certain assets of the
Partnership and the Partners (but excluding the Partners' ownership Interests in
the Partnership) may be encumbered by the GDB Loan Agreements, and each party
agrees to subordinate, assign and pledge its rights and interests under the
Venture Agreement to the extent necessary to comply with the GDB Loan
Agreements, and no such subordination, assignment or pledge shall be deemed a
breach of the Venture Agreement.

21. The parties hereto acknowledge that appropriate technical changes
must be made in the provisions of the appendix to the Venture Agreement relating
to tax matters to reflect the partners' understandings set forth above. The
parties agree to negotiate such changes in good faith and to use their best
efforts to have such changes in effect by May 31, 1992.

WKA EL CON ASSOCIATES
BY: WMS EL CON CORP., PARTNER

By:
.................................
Xxxxx X. Xxxxxxxx
Chairman

BY: AMK CONQUISTADOR, S.E, PARTNER

By:
.................................
Xxxxxxxx Xxxxxxx

By:
.................................
Xxxx Xxxxxxx

BY: HOSPITALITY INVESTMENT GROUP,
S.E., PARTNER

By: HASN, INC., GENERAL PARTNER

By:
.............................
Xxxx X. Xxxxxxx,
President

KUMAGAI CARIBBEAN, INC.

By:
.......................................
Shunsuke Nakane,
President

SECOND AMENDMENT
TO
VENTURE AGREEMENT
OF
EL CONQUISTADOR PARTNERSHIP L.P.

THIS SECOND AMENDMENT (the "Second Amendment"), is made this 31st day
of March, 1998, between PATRIOT AMERICAN HOSPITALITY, INC. ("Patriot"), a
Delaware corporation, and WKA EL CON ASSOCIATES ("WKA"), a New York general
partnership.

W I T N E S S E T H:

WHEREAS, Kumagai Caribbean, Inc., a Texas corporation ("Kumagai"), and
WKA are parties to a Venture Agreement of El Conquistador Partnership L.P. dated
January 12, 1990, as amended by the First Amendment Agreement dated May 4, 1992
(collectively, the "Venture Agreement"); and

WHEREAS, Kumagai has sold and assigned all of its Interest in the
Partnership to Patriot, together with all Deficiency Loans and Additional Loans
made by Kumagai to the Partnership; and

WHEREAS, the parties hereto desire to provide for the admission of
Patriot as both a General Partner and a Class A Limited Partner of the
Partnership in the place and stead of Kumagai and to amend the Venture Agreement
in certain respects.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. All capitalized terms used herein and not otherwise defined shall
have the same meanings ascribed to such terms in the Venture Agreement.

2. WKA hereby consents pursuant to Article NINE of the Venture
Agreement to the sale and assignment by Kumagai of its Interest, Deficiency
Loans and Additional Loans to Patriot, the withdrawal of Kumagai as a General
Partner and a Class A Limited Partner of the Partnership, the admittance of
Patriot as a General Partner and a Class A Limited Partner of the Partnership in
the place and stead of Kumagai and the assumption by Patriot of the obligations
of

Kumagai under the Venture Agreement. Patriot hereby confirms its assumption of
all of Kumagai's obligations under the Venture Agreement including, without
limitation, its obligation to make Deficiency Loans under Section 6.01 thereof.

3. All references to Kumagai and the KG General Partner in the Venture
Agreement shall henceforth be deemed references to Patriot and Patriot shall be
bound by and entitled to the benefits of and shall perform the obligations of
Kumagai and the KG General Partner under the Venture Agreement.

4. Section 3.01 of the Venture Agreement shall be amended and restate
to read as follows:

"Section 3.01. General Partner. The names and addresses of each
General Partner and its Residual Partnership Interest in the Partnership are as
follows:

Entity Residual Partnership Interest
------ -----------------------------

Patriot American Hospitality, Inc. 15%
0000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000

WKA El Con Associates 15%
0000 Xxxx Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000

5. Section 3.02 of the Venture Agreement is hereby amended and
restated to read as follows:

"Section 3.02. Limited Partners. The names and addresses of the
Limited Partners and their Residuary Partnership Interest in the Partnership are
as follows:

Class A Limited Partner Residual Partnership Interest
----------------------- -----------------------------

Patriot American Hospitality, Inc. 35%
0000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000

Class B Limited Partner
-----------------------

WKA El Con Associates 35%
0000 Xxxx Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000"

6. Section 4.04 of the Venture Agreement is hereby amended to delete
the title and introductory paragraph and replace it with the following:

"Major Decisions. Anything else in this Venture Agreement
notwithstanding, Patriot, in its capacity as a General Partner, shall have
the authority, acting alone, to take any of the following actions (each a
"Major Decision") on behalf of the Partnership:"

Paragraphs (a) through (u) of such Section 4.04 shall remain unchanged except
that such paragraphs shall be deemed amended to the extent necessary to be
consistent with the other provisions of this Second Amendment.

7. Section 4.05 of the Venture Agreement is hereby deleted in its
entirety but the balance of the subsections of Section 4 shall not be
renumbered.

8. Section 4.09 of the Venture Agreement shall be amended to delete
the words "as provided in Section 4.04 hereof" from the end of such section.

9. Article FIVE of the Venture Agreement is hereby deleted in its
entirety but the balance of the Articles of the Venture Agreement shall not be
renumbered

10. Section 6.03 of the Venture Agreement is hereby deleted in its
entirety but the balance of the subsections of Section 6 shall not be
renumbered.

11. Section 6.05 of the Venture Agreement is hereby deleted in its
entirety.

12. Article FOURTEEN of the Venture Agreement is hereby deleted in its
entirety but the balance of Articles of the Venture Agreement shall not be
renumbered.

13. WKA and Patriot reconfirm the partnership and agree that the
Partnership shall continue its existence in accordance with the Venture
Agreement, as amended hereby, and reconfirm all of the rights and obligations of
the Partnership, all of which shall remain in full force and effect. WKA and
Patriot hereby release Kumagai from any direct or indirect obligations under the
Venture Agreement.

14. This Second Amendment may be executed in one or more counterparts
which, when taken together, shall constitute one agreement.

15. The amendment set forth herein is limited precisely as written and
shall not be deemed to be a consent to any modification or waiver of any other
term or condition of the Venture Agreement or any documents referred to therein.

16. This Second Amendment, including the validity hereof and the
rights and obligations of the parties hereunder, shall be construed in
accordance with and governed by the laws of the State of Delaware, without
giving effect to the choice of law provisions thereof.

IN WITNESS WHEREOF, the parties hereto have cause this Second
Amendment to be executed by their respective duly authorized officers or
representatives as of the date first above written.

WKA EL CON ASSOCIATES
WHG EL CON CORP.

By: /s/ Xxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer

PATRIOT AMERICAN HOSPITALITY, INC.

By: /s/ Xxxx Xxxxxxxx
-----------------------
Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer

STATE OF TEXAS )
: ss.:
COUNTY OF DALLAS )

On March 31, 1998, before me personally came XXXXX X. XXXXXXXX, to me
known and known to me to be the Chief Executive Officer of WHG EL CON CORP., the
corporation described in and which executed the foregoing instrument, and he
acknowledged to me that he executed the same by order of the Board of Directors
and consent of the Venturers Committee of the Partnership.

/s/ Xxxxxxxxx Xxxxxx
--------------------------------
Notary Public

STATE OF TEXAS )
: ss.:
COUNTY OF DALLAS )

On March 31, 1998, before me personally came XXXX XXXXXXXX, to me
known and known to me to be the Chief Executive Officer of PATRIOT AMERICAN
HOSPITALITY, INC., the corporation described in and which executed the foregoing
instrument, and he acknowledged to me that he executed the same by order of the
Board of Directors of such corporation.

/s/ Xxxx Xxxxx Xxxx
--------------------------------
Notary Public

THIRD AMENDMENT
TO
VENTURE AGREEMENT
OF
EL CONQUISTADOR PARTNERSHIP L.P.

THIS THIRD AMENDMENT (the "Third Amendment"), is made this
29th day of April, 1998 between CONQUISTADOR HOLDING, INC., ("Holding"), a
Delaware corporation, and WKA EL CON ASSOCIATES ("WKA"), a New York general
partnership.

W I T N E S S E T H:

WHEREAS, Patriot American Hospitality, Inc., a Delaware
corporation ("Patriot"), and WKA are parties to a Venture Agreement of El
Conquistador Partnership L.P. dated January 12, 1990, as amended by the First
Amendment Agreement dated May 4, 1992 and as further amended by the Second
Amendment Agreement dated March 31, 1998 (collectively, the "Venture
Agreement"); and

WHEREAS, on March 31, 1998 Kumagai Caribbean, Inc., a Texas
corporation ("Kumagai"), sold and assigned all of its Interest in the
Partnership to Patriot, together with all Deficiency Loans and Additional Loans
made by Kumagai to the Partnership; and

WHEREAS, Patriot desires to assign all of its Interest in the
Partnership to Holding, together with all Deficiency Loans and Additional Loans
made by Patriot (as assignee of Kumagai) to the Partnership; and

WHEREAS, the parties hereto desire to provide for the
admission of Holding as both a General Partner and a Class A Limited Partner of
the Partnership in the place and stead of Patriot and to amend the Venture
Agreement in certain respects.

NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:

1. All capitalized terms used herein and not otherwise defined
shall have the same meanings ascribed to such terms in the Venture Agreement.

2. WKA hereby consents pursuant to Article NINE of the Venture
Agreement to the assignment by Patriot of its Interest, Deficiency Loans and
Additional Loans to Holding, the withdrawal of Patriot as a General Partner and
a Class A Limited Partner of the Partnership, the admittance of Holding as a
General Partner and a Class A Limited Partner of the Partnership in the place
and stead of Patriot and the assumption by Holding of the obligations of Patriot
under the Venture Agreement. Holding hereby confirms its assumption of all of
Patriot's obligations under the Venture Agreement including, without limitation,
its obligation to make Deficiency Loans under Section 6.01 thereof.

3. All references to Patriot in the Venture Agreement shall
henceforth be deemed references to Holding and Holding shall be bound by and
entitled to the benefits of and shall perform the obligations of Patriot under
the Venture Agreement.

4. Section 3.01 of the Venture Agreement shall be amended and
restate to read as follows:

"Section 3.01. General Partner. The names and addresses of
each General Partner and its Residual Partnership Interest in the
Partnership are as follows:

Entity Residual Partnership Interest
------ -----------------------------

Conquistador Holding, Inc.
c/o Patriot American Hospitality, Inc. 15%
0000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
WKA El Con Associates 15%
0000 Xxxx Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000"

5. Section 3.02 of the Venture Agreement is hereby amended and
restated to read as follows:

"Section 3.02. Limited Partners. The names and addresses of
the Limited Partners and their Residuary Partnership Interest in the Partnership
are as follows:

Class A Limited Partner Residual Partnership Interest
----------------------- -----------------------------

Conquistador Holding, Inc.
c/o Patriot American Hospitality, Inc. 35%
0000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000

Class B Limited Partner
-----------------------

WKA El Con Associates 35%
0000 Xxxx Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000"

6. Section 4.04 of the Venture Agreement is hereby amended to
delete the title and introductory paragraph and replace it with the following:

"Major Decisions. Anything else in this Venture Agreement
notwithstanding, Holding, in its capacity as a General Partner, shall
have the authority, acting alone, to take any of the following actions
(each a "Major Decision") on behalf of the Partnership:"

7. WKA and Holding reconfirm the partnership and agree that
the Partnership shall continue its existence in accordance with the Venture
Agreement, as amended hereby, and reconfirm all of the rights and obligations of
the Partnership, all of which shall remain in full force and effect. WKA and
Holding hereby release Patriot from any direct or indirect obligations under the
Venture Agreement.

8. This Third Amendment may be executed in one or more
counterparts which, when taken together, shall constitute one agreement.

9. The amendment set forth herein is limited precisely as
written and shall not be deemed to be a consent to any modification or waiver of
any other term or condition of the Venture Agreement or any documents referred
to therein.

10. This Third Amendment, including the validity hereof and
the rights and obligations of the parties hereunder, shall be construed in
accordance with and governed by the laws of the State of Delaware, without
giving effect to the choice of law provisions thereof.

IN WITNESS WHEREOF, the parties hereto have cause this Third
Amendment to be executed by their respective duly authorized officers or
representatives as of the date first above written.

WKA EL CON ASSOCIATES
WHG EL CON CORP.

By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer

CONQUISTADOR HOLDING, INC.

By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Executive Officer

STATE OF TEXAS )
: ss.:
COUNTY OF DALLAS )

On April 28, 1998, before me personally came XXXXX X.
XXXXXXXX, to me known and known to me to be the Chief Executive Officer of WHG
EL CON CORP., the corporation described in and which executed the foregoing
instrument, and he acknowledged to me that he executed the same by order of the
Board of Directors and consent of the Venturers Committee of the Partnership.

/s/ Xxxxxxx Xxx Xxxxxxx
--------------------------------
Notary Public

STATE OF TEXAS )
: ss.:
COUNTY OF DALLAS )

On April 28, 1998, before me personally came XXXXX X.
XXXXXXXX, to me known and known to me to be the Chief Executive Officer of
CONQUISTADOR HOLDING, INC., the corporation described in and which executed the
foregoing instrument, and he acknowledged to me that he executed the same by
order of the Board of Directors of such corporation.

/s/ Xxxxxxx Xxx Xxxxxxx
----------------------------------
Notary Public

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Table of Contents

EL CONQUISTADOR PARTNERSHIP L.P. VENTURE AGREEMENT Dated January 12, 1990 EL CONQUISTADOR PARTNERSHIP L.P. VENTURE AGREEMENT Table of Contents

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