EXHIBIT 10.1(d)


                     FIRST AMENDMENT TO MANAGEMENT AGREEMENT
                             OF LAREDO THEATRE, LTD.


         This Amendment to Management Agreement (the "Amendment") is effective
as of December 10, 2003 (the "Effective Date") by and between CNMK Texas
Properties, Ltd., a Texas limited partnership as successor in interest to
Cinemark USA, Inc. ("Manager"), and Laredo Theatre, Ltd., a Texas limited
partnership ("Owner").


                                    RECITALS:

         A. Owner and Manager are parties to that certain Management Agreement
effective as of December 10, 1993 (the "Original Agreement").

         B. The parties hereto desire to amend the Original Agreement to extend
its term in accordance with the provisions of this Amendment.

         C. Unless otherwise defined herein, all capitalized terms used herein
shall have the same meanings as in the Original Agreement unless otherwise
defined herein.

         NOW, THEREFORE, BE IT RESOLVED, that in consideration of the above
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

         1. Extension of Term. The parties hereto agree that Section 5(a) of the
Original Agreement is hereby amended to renew and extend the term of the
Original Agreement for a period of five (5) years from the Effective Date of
this Amendment, which term will expire on December 10, 2008.

         2. Ratification. Except as hereby expressly amended, the Original
Agreement shall remain in full force and effect, and is hereby ratified and
confirmed in all respects on and as of the date hereof.




                            [SIGNATURE PAGE FOLLOWS]






         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                              CNMK TEXAS PROPERTIES, LTD.

                              By:  SUNNYMEAD CINEMA CORP.,
                                   its General Partner


                              By:  /s/ Michael Cavalier
                                   --------------------------------------------
                              Name: Michael Cavalier
                              Title: Vice President-General Counsel



                              LAREDO THEATRE, LTD.

                              By:  CNMK TEXAS PROPERTIES, LTD.,
                                   its General Partner

                                      By:  SUNNYMEAD CINEMA CORP.,
                                           its General Partner

                                       By:  /s/ Michael Cavalier
                                            -----------------------------------
                                       Name:  Michael Cavalier
                                       Title: Vice President-General Counsel





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