EXHIBIT 10.nn

                              AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                               CORONADO SEAS, LLC

                                      AMONG

                          COMMODORE DAY CRUISES LIMITED

                                       AND

                PROMOCIONES TURISTICAS DE ROSARITO, S.A. DE C.V.

                                       AND

                         VIEJAS BAND OF KUMEYAAY INDIANS

                            DATED SEPTEMBER 17, 1999


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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1         DEFINITIONS..................................................1

ARTICLE 2         OFFICES AND STATUTORY AGENT..................................6

         2.1      Principal Executive Office...................................6

         2.2      Other Offices................................................6

         2.3      Statutory Agent..............................................6

ARTICLE 3         ESTABLISHMENT OF THE JOINT VENTURE...........................6

         3.1      Establishment of the Joint Venture; Purpose..................6

         3.2      Organization as a Limited Liability Company..................6

         3.3      Name.........................................................6

         3.4      Charter of Vessel............................................6

         3.5      Operations...................................................7

         3.6      Reservations.................................................9

         3.7      Cost Reimbursement...........................................9

         3.8      Intellectual Property Assets.................................9

         3.9      Representations and Warranties of the Members................9

         3.10     Covenants of Members........................................10

ARTICLE 4         MEMBERS; MANAGEMENT; VOTING RIGHTS; MEETINGS OF DIRECTORS...11

         4.1      Members.....................................................11

         4.2      Management Committee........................................11

         4.3      Management Committee Meetings...............................11

         4.4      Voting......................................................12

         4.5      Intentionally Deleted.......................................13

         4.6      Chief Executive Officer.....................................14

         4.7      Executive Officers..........................................14

         4.8      Business Plan...............................................14

         4.9      Budget Approval.............................................15

         4.10     Employees and Employee Benefits.............................15

         4.11     Arrangements with Members or Affiliates.....................16

         4.12     Duty of Members to Cooperate................................16

         4.13     Insurance and Risk Management...............................16

         4.14     Limitations on Member's Authority...........................16

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ARTICLE 5         CAPITAL CONTRIBUTIONS.......................................16

         5.1      Initial Capital Contributions...............................16

         5.2      Adjustments to Capital Accounts.............................17

         5.3      Additional Capital Contributions............................18

         5.4      Procedure for Making Capital Calls by the Management
                  Committee...................................................18

         5.5      Failure of Member to Contribute Capital.....................18

         5.6      No Third Party Beneficiaries................................18

         5.7      No Withdrawal of, or Payment of Interest on, Capitals
                  Accounts....................................................19

         5.8      Obligation to Restore.......................................19

ARTICLE 6         ALLOCATIONS, DISTRIBUTIONS, ACCOUNTING AND TAX MATTERS......19

         6.1      Allocations.................................................19

         6.2      Distributions and Reserves..................................19

         6.3      Accounting Matters..........................................21

         6.4      Tax Status and Returns......................................21

         6.5      Tax Matters Member..........................................21

         6.6      754 Election................................................22

         6.7      Membership Classification...................................22

ARTICLE 7         TRANSFER OF INTERESTS; ADMISSION AND RESIGNATION OF
                  MEMBERS.....................................................22

         7.1      Transfer of Interests.......................................22

         7.2      Right of First Refusal......................................23

         7.3      Exempt Transfers............................................23

         7.4      Legend......................................................24

         7.5      Admission of New Members....................................25

         7.6      Resignation of Members......................................24

ARTICLE 8         DISSOLUTION/MANDATORY SALE..................................25

         8.1      No Default Dissolution......................................25

         8.2      Default Dissolution.........................................25

         8.3      Mandatory Sale..............................................26

         8.4      Notice......................................................27

         8.5      Dissolution Procedures......................................27

         8.6      Settling of Accounts........................................28

         8.7      Distribution of Proceeds....................................28

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         8.8      Certified Liquidation Statement.............................28

         8.9      Mandatory Sale Procedures...................................29

ARTICLE 9         OUTSIDE ACTIVITIES; CONFIDENTIALITY.........................30

         9.1      Outside Activities..........................................30

         9.2      Duties of Members...........................................31

         9.3      Confidential Information....................................31

ARTICLE 10        INDEMNIFICATION.............................................32

         10.1     Limitation of Liability.....................................32

         10.2     Indemnification: Proceeding other than by Joint Venture.....32

         10.3     Indemnification: Proceeding by Joint Venture................33

         10.4     Mandatory Indemnification...................................33

         10.5     Authorization of Indemnification............................33

         10.6     Mandatory Advancement of Expenses...........................33

         10.7     Effect and Continuation.....................................34

         10.8     Insurance and Other Financial Arrangements..................34

         10.9     Limitation on Liability.....................................34

         10.10    Notice of Indemnification and Advancement...................34

         10.11    Repeal or Modification......................................34

ARTICLE 11        INSPECTION OF JOINT VENTURE RECORDS; ANNUAL AND OTHER
                  REPORTS.....................................................34

         11.1     Records to be Kept..........................................34

         11.2     Inspection of Joint Venture Records.........................35

         11.3     Financial Reports...........................................35

         11.4     Joint Venture Auditors......................................35

ARTICLE 12        DEFAULTS AND REMEDIES.......................................35

         12.1     Defaults....................................................35

         12.2     Remedies....................................................35

         12.3     No Waiver...................................................35

ARTICLE 13        DISPUTE RESOLUTION..........................................36

         13.1     Disputes....................................................36

         13.2     Arbitration.................................................36

ARTICLE 14        MISCELLANEOUS...............................................39

         14.1     Term........................................................39

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                                                                            PAGE

         14.2     Amendments..................................................39

         14.4     Nature of Membership Interest; Agreement Is Binding
                  Upon Successors.............................................39

         14.5     Title to Property...........................................39

         14.6     Attorney Fees...............................................39

         14.7     Venue, Jurisdiction; Service of Process.....................40

         14.8     Seal........................................................40

         14.9     Entire Agreement............................................40

         14.10    Third Parties...............................................40

         14.11    Governing Law...............................................40

         14.12    Counterparts................................................40

         14.13    Titles and Subtitles; Form of Pronouns; Construction
                  and Definitions.............................................41

         14.14    Severability................................................41

         14.15    Costs.......................................................41

SCHEDULE 1 - PIER LOAN AND INVESTOR LOAN REPAYMENT SCHEDULE..................  1

SCHEDULE 2 - NAMES, ADDRESSES AND INITIAL CAPITAL CONTRIBUTIONS
             OF MEMBERS......................................................  2

SCHEDULE 3 - INITIAL PERCENTAGE INTERESTS....................................  3

EXHIBIT A - AMENDED GUARANTY.................................................  A

EXHIBIT B - DOCKING AGREEMENT................................................  B

EXHIBIT C - LOAN DOCUMENTS...................................................  C

EXHIBIT D - COMMODORE WARRANT................................................  D

EXHIBIT E - LICENSE AGREEMENT................................................  E

EXHIBIT F - BUSINESS PLAN....................................................  F

EXHIBIT G - BUDGET...........................................................  G

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                              AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                               CORONADO SEAS, LLC

         THIS OPERATING AGREEMENT is made and entered into as of the 17th day of
September, 1999 by and among COMMODORE DAY CRUISES LIMITED, a Bermuda
corporation ("Commodore"), PROMOCIONES TURISTICAS DE ROSARITO, S.A. de C.V., a
Mexican corporation ("Proturo"), and VIEJAS BAND OF KUMEYAAY INDIANS, a
federally recognized Indian Tribe ("Viejas").

                               W I T N E S S E T H

         WHEREAS, on April 6, 1999, Commodore and Proturo entered into an
operating agreement in connection with the formation of Coronado Seas, LLC (the
"Joint Venture") under and pursuant to Chapter 18 of the Delaware Statutes (the
Revised Delaware Limited Liability Company Act);

         WHEREAS, the parties hereto wish to amend and restate the operating
agreement for the Joint Venture to admit Viejas as an additional Member of the
Joint Venture;

         WHEREAS, the purpose of the Joint Venture shall be to operate a cruise
ship from San Diego and Los Angeles and to engage in such other business
activities as shall be approved by the Members from time to time; and

         WHEREAS, the parties agree that their respective rights, powers, duties
and obligations as Members of the Joint Venture, and the management, operations
and activities of the Joint Venture, shall be governed by this Agreement.

         NOW, THEREFORE, in consideration of the mutual terms, covenants, and
conditions contained herein, the parties hereby agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         Capitalized terms used in this Agreement without other definition
shall, unless expressly stated otherwise, have the meanings specified in this
Article 1.

         "ACT" means Chapter 18 of the Delaware Statutes (the Revised Delaware
Limited Liability Company Act), as from time to time in effect in the State of
Delaware, or any corresponding provision or provisions of any succeeding or
successor law of such State; provided, however, that in the event that any
amendment to the Act, or any succeeding or successor law, is applicable to the
Joint Venture only if the Joint Venture has elected to be governed by the Act as
so amended or by


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such succeeding or successor law, as the case may be, the term "Act" shall refer
to the Act as so amended or to such succeeding or successor law only after the
appropriate election by the Joint Venture has been made and has become
effective.

         "AFFILIATE" means any Person other than a Member directly or indirectly
controlling, controlled by, or under common control with, a Member; provided,
however, that no party to this Agreement shall be considered to be an affiliate
of any other party solely by reason of its membership in the Joint Venture.

         "AGREEMENT" means this Amended and Restated Operating Agreement. Words
such as "herein," "hereafter," "hereof," "hereto," "hereby" and "hereunder,"
when used with reference to this Agreement, refer to this Agreement as a whole,
unless the context otherwise requires.

         "BUSINESS" means the operation of a day cruise ship from San Diego or
Los Angeles to Rosarito, and such other business activities as shall be approved
by the Members from time to time.

         "BUSINESS PLAN" means the business plan of the Joint Venture attached
hereto as Exhibit "F," as amended from time to time by the Management Committee.

         "CAPITAL ACCOUNT" means a Member's account, calculated in accordance
with, and intended to comply with, Treasury Regulations section 1.704-1(b),
pursuant to Article 5 hereof.

         "CAPITAL CONTRIBUTION" means the contribution made by each Member to
the Joint Venture pursuant to Article 5 hereof and, in the case of all the
Members, the aggregate of all such Capital Contributions.

         "CODE" means the United States Internal Revenue Code of 1986, as
amended, and as to any specific Code section, any corresponding provision or
provisions of any succeeding law.

         "COMMENCEMENT OF CRUISE OPERATIONS" means the date the Joint Venture
first embarks passengers and sails to another port.

         "CONCESSION" means the right to construct and operate a pier in
Rosarito, granted by the Mexican Secretaria de Comunicaciones y Transportes to
Banco International, S.A. on March 12, 1998, which right was placed in trust on
June 2, 1998, the trustee and beneficiary of which is IRO.

         "CONCESSION FEES" means those sums due and payable to Proturo, as agent
for IRO, pursuant to Section 7 of the Docking Agreement.

         "CONFIDENTIAL INFORMATION" means all confidential documents and
information (including, without limitation, confidential commercial information
and information with respect to customers and proprietary processes and the
design and development of new services) concerning the Joint Venture or the
Joint Venture Business, any Member, or any Affiliate of a Member furnished to a
Member, an Affiliate of a Member or the Joint Venture in connection with the
transactions leading up to and contemplated by this Agreement and the operation
of the Joint Venture or its Business, except to the extent that such information
can be shown to have been (a) generally available to the

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public other than as a result of a breach of the provisions of Article 9.3 of
this Agreement; (b) already in the possession of the receiving Person (as
defined below in this Article) or its Representatives (as such term defined in
Article 9.3 hereof) without restriction (including restrictions contained in any
confidentiality agreement or other nondisclosure obligation entered into by the
Member) and prior to any disclosure in connection with the Joint Venture or
pursuant to any of the terms of this Agreement; (c) lawfully disclosed to the
receiving Person or its Representatives by a third party who is free lawfully to
disclose the same; or (d) independently developed by the receiving Person
without use of any Confidential Information obtained in connection with the
transactions leading up to and contemplated by this Agreement and the operation
of the Joint Venture or its Business.

         "DEFAULT RATE" means the rate announced from time to time by
NationsBank N.A. as its prime rate plus 5%.

         "DOCKING AGREEMENT" means the Agreement, as amended, between the Joint
Venture and IRO attached hereto as EXHIBIT "B."

         "GAAP" means generally accepted United States accounting principles,
applied on a basis consistent with the basis on which the balance sheet and the
other financial statements preceding the ones with respect to which such term is
used were prepared.

         "GOVERNMENTAL BODY" means any: (a) nation, state, county, city, town,
village, district, or other jurisdiction of any nature; (b) federal, state,
local, municipal, foreign, or other government; (c) governmental or
quasi-governmental authority of any nature (including any governmental agency,
branch, department, official, or entity and any court or other tribunal); (d)
multi-national organization or body; or (e) body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature.

         "GUARANTY" means the Amended Guaranty executed by each of Commodore,
Proturo and Viejas, in the form of EXHIBIT "A" hereto.

         "GUARANTY LOAN" means a Guaranty Loan as defined in the Guaranty.

         "INTELLECTUAL PROPERTY ASSETS" means:

         (a) all patents, patent applications and inventions and discoveries
that may be patentable;

         (b) all copyrights in both published and unpublished works;

         (c) all know-how, trade secrets, confidential information, customer
lists, software, programs, prototypes, designs, technical information, data,
process technology, engineering and manufacturing information, procedures,
specifications, plans, drawings and blue prints; and

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         (d) all trademarks (whether registered or unregistered) and trademark
applications owned, used, or licensed by the Person with respect to whom the
term is used either as licensee or licensor.

         "INITIAL START-UP CAPITAL" means the capital necessary and required by
the Joint Venture to establish and commence operations, and shall include, but
shall not be limited to, the costs incurred in connection with the acquisition,
fitting, and preparation of the Vessel, its relocation to San Diego, advertising
and marketing for the Joint Venture and other amounts set forth on the Joint
Venture's Initial Budget, which is attached hereto as EXHIBIT "G."

         "INTEREST" means the entire ownership interest of a Member in the Joint
Venture at any particular time, including, without limitation, the right of such
Member to participate in the Joint Venture's income or losses and its Net Cash
Flow, and any and all other benefits to which a Member may be entitled as
provided in this Agreement and the Act, subject to the obligations of such
Member to comply with all the terms and provisions of this Agreement.

         "IRO" means Inversiones Rosarito, S.A. de C.V., a Mexican corporation.

         "LOS ANGELES" means the Los Angeles, California metropolitan area.

         "MANAGEMENT COMMITTEE" means the governing body with the exclusive
power to direct and control the business affairs or the Joint Venture. The
members of the Management Committee shall be selected in accordance with Article
4.

         "MEMBER" shall mean each of the parties to this Agreement and any
Person who becomes a Member of the Joint Venture pursuant to the Act and the
terms of this Agreement provided that such party or Person has not disposed of
its entire Interest in the Joint Venture pursuant to Article 7 hereof.

         "NET CASH FLOW" means, with respect to any fiscal period, the excess of
operating revenues and receipts over operating expenses and other expenditures
for such fiscal period, (a) decreased by any amounts added to Reserves during
such fiscal period, and (b) increased by the amount (if any) of all allowances
for cost recovery, amortization or depreciation with respect to property of the
Joint Venture for such fiscal period, and (c) increased by any amounts withdrawn
from Reserves during such fiscal period. The foregoing computation shall be
performed in accordance with GAAP, consistently applied.

         "OPERATIONS" means all transactions in the ordinary course of the Joint
Venture's Business, but does not include the making of Capital Contributions to
the Joint Venture.

         "OWNER"  means Albuferra Investments, Inc., a Panama corporation.

         "PARENT ENTITY" means, as to any Member, an Affiliate of which such
Member is a wholly or majority owned subsidiary.

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         "PERCENTAGE INTEREST" means the allocable interest of each Member in
the income, gain, losses, deductions or credits of the Joint Venture. The
Percentage Interests of the Members are as set forth in SCHEDULE 3 hereto.

         "PERSON" means any partnership, joint venture, association,
corporation, limited liability company, trust or other entity, or, where the
contexts so permits or requires, a natural person.

         "PRESENT OPERATIONS" means the Operations of the Joint Venture as
described in the Business Plan for its then present fiscal year.

         "PROTURO FEES" means those amounts payable by the Joint Venture to
Proturo at the rate of * per day, payable monthly, in arrears, and shall be paid
in addition to those sums payable as "Concession Fees" to Proturo, as IRO's
agent, pursuant to the Docking Agreement.

         "REFERENCE RATE" means the rate announced from time to time by Citibank
N.A. as its prime rate.

         "RESERVES" means the reserves established and maintained from time to
time by the Management Committee for the purposes set forth in Article 6.2(b).

         "ROSARITO" means the city of Rosarito, Baja California, Mexico.

         "SAN DIEGO" means the San Diego, California metropolitan area.

         "SEAWORTHINESS" means that the Vessel complies with all requirements of
its classification society, country of registry, United States Public Health
Service, United States Coast Guard, the International Convention of Safety of
Life at Sea, and that all equipment aboard the Vessel, including air
conditioning systems, water pumps and desalinization systems, are operational.

         "TREASURY REGULATIONS" means the regulations issued by the Treasury
Department under the Code, as such regulations may be amended form time to time,
including any successor regulations.

         "VESSEL" means the M/V Enchanted Sun f/k/a Sofia, or any other ships as
may be operated by the Joint Venture in the future.

         "VESSEL PRE-OPERATING FEES" means the amount of * per month plus
interest at the rate of * per annum, which amount shall accrue beginning on the
date the renovation of the Vessel has been substantially completed and the
Vessel is ready for redelivery by the shipyard and ending on the date the
construction of the Rosarito Pier (including the seawall) has been substantially
completed and the Rosarito Pier is capable of receiving the Vessel safely
alongside.

         "VESSEL RULES" means the Vessel's operating manual and such rules and
regulations concerning safety, discipline, shipboard conduct and compliance with
applicable laws as may be promulgated by Commodore and the Vessel's captain from
time to time.

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*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

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         "WHOLLY OWNED SUBSIDIARY" means, as to any Person, a corporation or
other entity of which all of the capital stock or other equity interest is
owned, directly or indirectly, through one or more intermediaries, or both, by
such Person.

                                   ARTICLE 2

                           OFFICES AND STATUTORY AGENT

         2.1 PRINCIPAL EXECUTIVE OFFICE. The principal executive office for the
transaction of the Business of the Joint Venture shall initially be at 4000
Hollywood Boulevard, Suite 385-S, South Tower, Hollywood, Florida 33021, and may
be changed from time to time by the Members within or without the State of
Florida.

         2.2 OTHER OFFICES. The Members may at any time and from time to time
establish other business offices within or without the State of Florida.

         2.3 STATUTORY AGENT. The initial registered agent for the Joint Venture
shall be Corporate Service Company, 1013 Centre Road, Wilmington, Delaware
19805, which registered agent may be changed from time to time by the Joint
Venture.

                                   ARTICLE 3

                       ESTABLISHMENT OF THE JOINT VENTURE

         3.1 ESTABLISHMENT OF THE JOINT VENTURE; PURPOSE. The Joint Venture
commenced its existence on January 11, 1999. The purpose of the Joint Venture
shall be for each of the Members to provide its unique expertise and experience
to the joint project of operating a cruise ship between San Diego or Los Angeles
and Rosarito, and to engage in such other business activities as shall be
approved by the Members from time to time so as to maximize the profitability
and value of the Joint Venture.

         3.2 ORGANIZATION AS A LIMITED LIABILITY COMPANY. Notwithstanding the
reference to the Joint Venture as a "Joint Venture," the Joint Venture shall
operate as a Delaware Limited Liability Company. The Joint Venture will be
managed by a Management Committee and no Member shall have the authority to bind
the Joint Venture by virtue of its status as a Member.

         3.3 NAME. The name of the Joint Venture shall be Coronado Seas, LLC and
the Joint Venture shall make such filings and take such other actions as shall
be necessary to conduct the business of the Joint Venture under such name.

         3.4 CHARTER OF VESSEL. All expenses associated with relocating the
Vessel from its then-current location to San Diego will be borne by the Joint
Venture. The Owner shall charter the M/V Enchanted Sun to the Joint Venture (the
"Joint Venture Charter") at a rate equal to * per day. Each of Commodore,
Proturo and Viejas shall execute an amended guaranty (the "Guaranty") in the
form of EXHIBIT "A," attached hereto.

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*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

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         3.5 OPERATIONS. The Members shall operate the Joint Venture so as to
take advantage of their particular areas of expertise and experience.
Accordingly, the operation of the Joint Venture shall be divided among the
Members in the following manner:

                  (a) Commodore will operate the Vessel, including providing
hotel and technical management services, in exchange for reimbursement of its
costs. Proturo will operate the Mexican pier located in Rosarito (the "Rosarito
Pier") on behalf of IRO for Proturo Fees. The Members shall jointly select the
decor, layout and equipment for the casino on board the Vessel, decide whether
to engage a consultant with respect to such tasks, and establish the policies
for the operation of the casino. Viejas will be responsible for operating the
casino in exchange for reimbursement of its costs, and for implementing policies
adopted with respect to the casino. Viejas shall use its best efforts to
effectively market the Vessel's cruises to the database customers of its
land-based casino. Commodore may provide services for the Vessel directly or
through contractors. The Joint Venture shall provide Viejas with a reasonable
amount of concession selling space on board the Vessel from which to sell its
products at a rate *.

                  (b) Commodore shall establish a sales and marketing office for
the Joint Venture in San Diego to market, promote, and operate the Vessel, and
Proturo shall coordinate and operate all facets of the Rosarito Pier, including,
but not limited to, obtaining all port and pier permits and permissions,
ensuring that passengers are able to safely and legally disembark at Rosarito,
B.C., Mexico and complying with all immigration and customs matters pertaining
to docking the Vessel and disembarking numerous passengers of U.S. and other
citizenship.

                  (c) MARKETING. The marketing for the Joint Venture will be
shared between the Members, with Commodore marketing the base cruise from its
office in Florida and the Joint Venture's office in San Diego, Proturo marketing
the Rosarito Pier (including shore excursions) and Viejas marketing the casino.
The Management Committee of the Joint Venture will agree upon the marketing and
pricing schedule, which plans will be included in the proposed Business Plan and
Budget submitted to the Management Committee of the Joint Venture on an annual
basis by the CEO of the Joint Venture pursuant to Article 4.9.

                  (d) PROTURO FEES. Proturo shall ensure that the Rosarito Pier
is fully constructed, operational, and capable of receiving cruise ships, such
as the Vessel, not later than March 10, 2000. Proturo shall also arrange with
IRO for a port pilot or equivalent official to guide the Vessel into port at
Rosarito, B.C., Mexico. As compensation to Proturo for managing the Joint
Venture's use of the Rosarito Pier, the Joint Venture shall pay Proturo Fees to
Proturo at any time when the Joint Venture has use of the Rosarito Pier in
accordance with the Docking Agreement and its paying Concession Fees in
accordance therewith. The Joint Venture shall commence paying Proturo Fees 30
days after repayment in full of the Pier Loan and the Investor Loan (as such
terms are hereafter defined) and shall continue to pay Proturo Fees monthly as
and when required to pay Concession Fees until the expiration or other
termination of the Docking Agreement.

                  (e) DOCKING AGREEMENT. Proturo has caused IRO to enter into
the Docking Agreement with the Joint Venture granting the Joint Venture the
right to land, dock and embark

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*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

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the Vessel at the Rosarito Pier, to the exclusion of any other cruise ship or
cruise line departing from either the greater San Diego or Los Angeles
geographical area.

                  (f) FINANCING OF PIER. Proturo shall arrange for the financing
necessary for IRO to complete the construction of the Rosarito Pier, which
arrangements shall be subject to Commodore's and Viejas's reasonable approval. A
private investor has loaned Proturo * without interest (the "Investor Loan").
Commodore and IRO will loan Proturo an aggregate of * (the "Pier Loan"). Viejas
has purchased * of Commodore's portion of the Pier Loan from it. The Pier Loan
bears interest at the rate of * per cent per annum and, together with the
Investor Loan, shall be repaid in * of principal plus accrued interest, pursuant
to the principal repayment schedule attached hereto as SCHEDULE 1. It is
intended by the parties that * that the Joint Venture uses the Rosarito Pier so
that if the Joint Venture receives continuous use of the Rosarito Pier for the
first * of the Docking Agreement, the Pier Loan and the Investor Loan will be
paid in full, including interest, at the end of such *. To the extent the Joint
Venture receives use of the Rosarito Pier during the * of the Docking Agreement
(as such * period may be extended to the extent the Joint Venture does not
receive use of the Rosarito Pier for any period or periods of time therein), the
scheduled amount of principal and interest due under the Pier Loan and the
Investor Loan (as such amounts may be prorated to reflect the availability of
the Rosarito Pier) shall be credited against amounts due by the Joint Venture to
Proturo, as and when due, and the Joint Venture shall remit such amounts to
Commodore, IRO and the Investor in accordance with SCHEDULE 1 as and when such
payments are due. Commodore's portion of the Pier Loan has been memorialized by
the loan agreement and promissory note (collectively the "Loan Documents"),
attached hereto as EXHIBIT "C." Commodore has assigned a portion of its interest
in the Loan Documents to Viejas.

                  (g) CONCESSION FEES. Pursuant to the terms of this Agreement
and the Docking Agreement, Proturo is entitled to a Concession Fee for the Joint
Venture's use of the Rosarito Pier as set forth in the Docking Agreement. The
Joint Venture shall pay the Concession Fee to Proturo monthly, in arrears,
commencing 30 days after the Vessel first docks at the Rosarito Pier, and
continuing on the same day of each consecutive month thereafter, pursuant to the
terms of the Docking Agreement.

                  (h) COMMODORE WARRANTS. Commodore has granted Proturo warrants
(the "Warrants") to purchase 250,000 shares of common stock of Commodore
Holdings Limited at an exercise price of $6.00 per share, in the form attached
hereto as EXHIBIT "D." Notwithstanding the foregoing, the Warrants may not be
exercised at any time when a Subsequent Capital Loan, Capital Call Loan, Pier
Loan or Guaranty Loan is outstanding and the Warrants shall act as security for
the repayment of any such loans. Upon exercise of any or all of the Warrants,
Proturo may not sell or transfer more than 62,500 shares of common stock of
Commodore Holdings Limited during any 90-day period without Commodore's prior
written consent.

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*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

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                  (i) INITIAL FINANCING OF VENTURE. Subject to Commodore's and
Viejas' rights under Article 8.1(e), during the first two years of this
Agreement, * that are in excess of Proturo's * Capital Contribution set forth on
SCHEDULE 2. The terms of such loans shall vary depending on the nature of each
such loan (Subsequent Capital Loan or Capital Call Loan). Commodore's and
Viejas' obligation to make loans to Proturo shall run solely to Proturo's
benefit and shall not be enforceable by any creditor of the Joint Venture or
Proturo.

                  (j) CASINO GAMING EQUIPMENT. The Members agree to honor the
terms of the Gaming Agreement (as defined in Section 3.9(c)) in the procurement
of casino gaming equipment for the Vessel.

         3.6 RESERVATIONS. Reservations for the Joint Venture's Vessel will be
made through Commodore's reservations office using employees of an Affiliate of
Commodore who will be trained regarding the Joint Venture.

         3.7 COST REIMBURSEMENT. In order to best take advantage of the
experience, expertise and economies of scale which each of the Members can
provide to the Joint Venture, the Members may, where necessary and appropriate,
utilize the services of employees of each of the Members to provide services to
the Joint Venture instead of hiring new employees specifically for the Joint
Venture. As such, the cost of each Member's services that it provides to the
Joint Venture will be charged to the Joint Venture, at cost, with the amounts
proposed to be charged set forth in the proposed Budget submitted to the
Management Committee by the CEO each year and as may be approved by such
Management Committee. In addition, each Member will be reimbursed by the Joint
Venture for all out-of-pocket monies expended on behalf of the Joint Venture, to
be budgeted and approved by the Joint Venture's Management Committee in advance.
The Members anticipate that these costs will relate primarily to marketing costs
and management staff, and reimbursement for advances made in connection with the
formation and operation of the Joint Venture. The parties shall be required to
provide such back-up documentation of such expenses as shall be required by the
Joint Venture's public accountants and in such detail as shall be required by
the Joint Venture. To the extent such Budgets include a salary for any officer
of Proturo, the Budget shall allocate the same amount of money to each of
Commodore and Viejas as reimbursement for a portion of the salaries of its
executive officers who dedicate time to the Joint Venture.

         3.8 INTELLECTUAL PROPERTY ASSETS. Each of the Members, as needed, shall
grant a limited non-exclusive license with respect to certain of its
Intellectual Property Assets to the Joint Venture for a fee equal to US$1 per
year for as long as such Member owns an Interest in the Joint Venture and the
Vessel is operating. Specifically, Commodore shall license its Intellectual
Property Assets related to its "Commodore Cruise Lines" products and services to
the Joint Venture and Viejas shall license its Intellectual Property assets
related to its "Viejas" products and services to the Joint Venture. The Joint
Venture has entered into a license agreement with Commodore and shall enter into
a license agreement with Viejas on terms substantially similar to the those
contained in EXHIBIT "E" hereto.

         3.9 REPRESENTATIONS AND WARRANTIES OF THE MEMBERS. Each Member
represents and warrants to each other Member and the Joint Venture as follows:

--------
*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

                                       9
<PAGE>

                  (a) Each of Commodore and Proturo is a corporation duly
incorporated, validly existing, and in good standing under the laws of its state
or country of incorporation, with full corporate power and authority to own,
lease, and operate its properties and to carry on its business as it is now
being conducted. Each such corporation is in good standing as a foreign
corporation in each jurisdiction in which the ownership of its property or the
conduct of its business makes such qualification necessary. Each such
corporation has taken all action necessary to authorize the execution, delivery,
and performance of this Agreement. Viejas is a federally recognized Indian
Tribe. Viejas has adopted Tribal Council Resolutions authorizing it to enter
into this Agreement and the transactions contemplates hereby, authorizing the
creation of the rights, duties and obligations hereunder and authorizing the
person(s) executing this Agreement on behalf of Viejas to execute such Agreement
(and the agreements contemplated hereby) on behalf of Viejas.

                  (b) Neither the execution nor the delivery of this Agreement
or any document or instrument contemplated hereby to be executed and delivered
by any Member or its Affiliate, nor the fulfillment of or compliance with the
terms and provisions of this Agreement and such other documents and instruments,
will conflict with or will result in a breach of the terms, conditions, or
provisions of, or constitute a default under, or result in any violation of, any
judgment, decree, or any order of any court or any arbitration authority, or any
statute, law, rule, or regulation by which any such Member, or its Affiliate, or
its respective assets are affected or bound.

                  (c) Except for that agreement dated February 26, 1999 between
New Gaming Systems and Rosarito Marina Resort d/b/a Promociones Turisticas de
Rosarito, S.A. de C.V. relative to the procurement of certain gaming devices
(the "Gaming Agreement"), there are no oral or written contracts, agreements, or
undertakings binding upon or affecting any Member or its Affiliate, or its
respective assets that would alter or impair the ability of such Member or
Affiliate to enter into and perform its obligations under this Agreement or any
document or instrument contemplated hereby to be executed and delivered by any
Member or its Affiliate. Proturo and its principal shareholder shall indemnify
the Joint Venture, Commodore and Viejas from any losses or expenses any of them
may incur as a result of any claims by New Gaming Systems that any agreements
other than the Gaming Agreement are binding upon the Joint Venture.

         3.10 COVENANTS OF MEMBERS. Each Member covenants to each other Member
as follows:

                  (a) Commodore will use its reasonable best efforts to operate
the Vessel in accordance with industry practices and to cause the Joint Venture
to remain in compliance with the terms of the Joint Venture Charter (and to
notify the Management Committee promptly if it appears that the Joint Venture
may fail to comply with the terms of the Joint Venture Charter in any material
respect).

                  (b) Proturo will use its reasonable best efforts to operate
the Rosarito Pier on behalf of IRO, in accordance with applicable Mexican law
and the Docking Agreement and to implement and maintain internal controls with
respect to the Rosarito Pier as customarily implemented in the industry.

                                       10
<PAGE>

                  (c) Viejas will use its reasonable best efforts to operate the
casino on board the Vessel in accordance with industry practices and to
implement and maintain internal controls with respect to the casino as customary
in such industry.

                                   ARTICLE 4

            MEMBERS; MANAGEMENT; VOTING RIGHTS; MEETINGS OF DIRECTORS

         4.1 MEMBERS. Each of the parties to this Agreement, and each Person
admitted as a Member of the Joint Venture pursuant to the Act and Article 7 of
this Agreement, shall be a Member of the Joint Venture until ceasing to be a
Member as a result of the provisions of the Act or this Agreement. The names of
the Members are set forth on SCHEDULE 2 hereto.

         4.2 MANAGEMENT COMMITTEE.

                  (a) Except as otherwise provided in this Agreement, complete
and exclusive power to direct and control the business affairs of the Joint
Venture is delegated to a Management Committee, which will consist of 6 members.
Each Member shall appoint two members of the Management Committee (the
"Directors").

                  (b) Effective upon the giving of written notice to the other
Member, a Member may, at any time in its sole discretion, remove, replace or
fill a vacancy relating to any or all of its appointed Directors with other
individuals and may designate one or more alternates for any or all of its
Directors. Each Director must be an officer or employee of a Member or an
Affiliate thereof. Each Director shall serve on the Management Committee until
his successor is appointed or until his earlier death, resignation or removal.

                  (c) Except as otherwise provided in this Agreement, the
Management Committee shall have the exclusive authority and power to act on
behalf of the Joint Venture on all matters, including without limitation on the
matters set forth in Article 4.4 or elsewhere herein and including without
limitation the following matters:

                           (i) The approval of the Business Plan and Budget (as
defined in Article 4.9) or any material change to it and the determination to
require any additional capital contributions; and

                           (ii) any other matters coming before the Management
Committee.

Each Member agrees to, consents to and acknowledges the delegation of powers and
authority to such Management Committee.

                  (d) Any member of the Management Committee may receive all
reports and information from the CEO and the Executive Officers as he shall
request, in his sole discretion.

                  (e) The Management Committee may delegate any portion of its
authority (other than with respect to the matters set forth in Article 4.4(b))
to the CEO or to any other Executive Officer.

         4.3 MANAGEMENT COMMITTEE MEETINGS.

                  (a) The Management Committee shall hold regular meetings (at
least monthly) at such time and place as shall be determined by the Management
Committee (or by the

                                       11
<PAGE>

CEO). Special meetings of the Management Committee may be called at any time by
any Director by delivering the notice as provided in Subsection (g) below.

                  (b) The Management Committee shall appoint a Chairman from
among the Directors. The Chairman shall establish the agendas for, and regulate
the proceedings of the Management Committee, and must include on such agendas
matters requested by any Director in writing received at least two business days
prior to the meeting.

                  (c) Directors may participate in a meeting of the Management
Committee by conference telephone or similar communications equipment by means
of which all Persons participating in the meetings can hear each other, and such
participation shall constitute presence in person or at such a meeting.

                  (d) Any action required or permitted to be taken at any
meeting of the Management Committee may be taken without a meeting upon the
unanimous written consent of the Directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the Management Committee
and shall have the same force and effect as a vote of the Directors required to
approve the actions contained in such consent (in accordance with Article 4.4).

                  (e) The Management Committee shall appoint a Secretary from
time to time. The Secretary shall keep written minutes of all Management
Committee meetings and written consents, a copy of which meetings shall be
provided to each Director.

                  (f) The Management Committee shall appoint such other officers
as it deems appropriate. Such additional officers may or may not be employees of
either Commodore, Proturo or Viejas.

                  (g) Each Director shall have the right to designate an
alternate to attend meetings of the Management Committee, instead and in place
of such Director, and to exercise all of the functions of such Director. Any
such alternate shall be an officer or employee of a Member or of an Affiliate
thereof. Any such alternate shall be deemed to be a Director for all purposes
hereunder until such designation is revoked.

                  (h) Notice of each regular meeting and each special meeting of
the Management Committee shall be given to each Director at least three business
days before such meeting. Notices of special meetings shall contain a
description, in reasonable detail, of the items of business to be conducted at
such meeting and no business other than those items (unless expressly agreed to
by the Directors representing the Members who did not call that special meeting)
may be conducted at such special meeting. Notice of a meeting need not be given
to any Director who signs a waiver of notice or a consent to holding the meeting
or an approval of the minutes thereof, whether before or after the meeting, or
who attends the meeting without protesting prior thereto or at its commencement.
All such waivers, consents and approvals shall be filed with the Joint Venture's
records and made a part of the minutes of the meeting.

         4.4 VOTING.

                  (a) On any matter on which a vote is taken, each of the
Directors shall have one vote. That number of Directors which is 2 less than the
number of Directors on the Management Committee shall constitute a quorum for
the transaction of business; provided that all of the Directors are required in
order to have a quorum for the transaction of business that requires an
affirmative vote of all of the Directors. All actions by the Management
Committee

                                       12
<PAGE>

shall require the affirmative vote of a majority of the Directors present at a
meeting of the Management Committee at which a quorum is present, except for the
actions set forth in Subsection (b) below, which shall require the affirmative
vote of all of the Directors.

                  (b) Except as otherwise expressly provided in this Agreement,
the Joint Venture shall not take any of the following actions unless such action
has been approved by an affirmative vote of all of the Directors:

                           (i) Any amendment of this Agreement that changes any
Member's Percentage Interest, as addressed in Section 7.5, or right to appoint
Directors;

                           (ii) A determination to require an Additional Capital
Contribution in accordance with Article 5.3, other than an Additional Capital
Contribution required to maintain the Seaworthiness of the Vessel or for items
of necessity to continue the Present Operations of the Joint Venture; and

                           (iii) Any other matter which the Management Committee
determines, pursuant to its unanimous vote, shall require the unanimous approval
of the Directors.

                  (c) The Joint Venture may require a Capital Contribution in
excess of the amounts set forth on SCHEDULE 2 (an "Additional Capital
Contribution") from each Member to be used solely for the purposes of
maintaining the Seaworthiness of the Vessel or for items of necessity to
continue the Present Operations of the Joint Venture if at least 2 of the
Directors determine that such Additional Capital Contribution is required for
such purpose. In the event that at least 2 but fewer than all of the Directors
vote to require such Additional Capital Contribution, the Director or Directors
who vote against such action (the "Opposed Directors") may require that such
decision (the "Capital Call Decision") be submitted to arbitration pursuant to
Article 13 of the Opposed Directors dispute whether the Additional Capital
Contribution is required (or the amount that is required) to maintain the
Seaworthiness of the Vessel or for items of necessity to continue the Present
Operations of the Joint Venture. If the Arbitration Tribunal (as defined in
Article 13) finds that the Additional Capital Contribution is required for
either Seaworthiness or for items of necessity to continue Present Operations,
the Member represented by the Opposed Directors shall have a period of 120 days
to remit such Additional Capital Contribution to the Joint Venture together with
interest at the Default Rate or to be treated as a Defaulting Member. In the
event such party fails to make such Additional Capital Contribution within the
120-day period, the non-defaulting Member(s) may elect any of the options under
Article 5.5 with respect to the Defaulting Member's Additional Capital
Contribution, may purchase the Defaulting Member's Interest pursuant to Article
8.3 or dissolve the Joint Venture pursuant to Article 8.2. During the period
between the date such Additional Capital Contribution is demanded and the
expiration of the 120-day period, the Member(s) who do(es) not dispute the
Additional Capital Contribution may, but shall not be required to, make a Member
Loan to the Joint Venture in the amount of the other Member's Additional Capital
Contribution, which Member Loan shall bear interest at the Reference Rate until
the Arbitration Tribunal has rendered its award. In the event that the
Arbitration Tribunal determines that the Additional Capital Contribution was not
required, the Joint Venture shall refund any Member Loan to the Member(s) who
made such Member Loan without interest and refund any Additional Capital
Contributions made in response to the Capital Call Decision. In the event that
such decision supports such Additional Capital Contribution, the interest rate
on any Member Loan shall increase on the day that the Arbitration Tribunal has
rendered its award to the Default Rate.

         4.5 Intentionally Deleted.

                                       13
<PAGE>

         4.6 CHIEF EXECUTIVE OFFICER.

                  (a) Except as limited by Articles 4.7 and 4.10(c), the Chief
Executive Officer (the "CEO") shall have such authority and power as shall be
delegated to him by the

                  (b) Management Committee, including management of the Joint
Venture's day-to-day operations, in a manner consistent with the Business Plan
and then current Budget.

                  (c) Mr. Frederick Mayer shall be the initial CEO of the Joint
Venture and shall serve at the discretion of the Management Committee. The CEO
may also serve as an executive officer or employee of one of the Members or an
Affiliate thereof.

                  (d) Subject to Articles 4.2, 4.4, 4.7 and 4.10(c), the CEO
will be responsible for and have the authority, discretion, and primary
responsibility in managing the staff and the day-to-day operations of the Joint
Venture, including:

                           (i) Implementing the Business Plan and Budget as
approved by the Management Committee;

                           (ii) Making any immaterial changes to or taking
actions which would constitute an immaterial deviation from, an approved
Business Plan or approved Budget;

                           (iii) Operating and managing the Business;

                           (iv) Preparing, on an annual basis, proposed
revisions to the Business Plan and Budget for submission to the Management
Committee for approval;

                           (v) Authorizing the Joint Venture to enter into
transactions up to $100,000 for any transaction or series of related
transactions;

                           (vi) The delegation of powers and authorities to the
Executive Officers consistent with the other provisions of this Agreement; and

                           (vii) Ensuring that the Joint Venture complies with
all applicable legal requirements.

         4.7 EXECUTIVE OFFICERS.

                  (a) The Management Committee shall appoint such other officers
as it deems appropriate (the "Executive Officers"). An Executive Officer may
also be an officer or employee of one of the Members or an Affiliate.

                  (b) While on board the Vessel, all Executive Officers shall
comply with the directions of the captain of the Vessel (the "Captain") as to
matters relating to Vessel Rules.

         4.8 BUSINESS PLAN. The Business Plan is hereby approved by the Members
and consists of a pre-operation business plan from October 1, 1999 to December
22, 1999, and an operational business plan from December 23, 1999 to September
30, 2000. The CEO shall submit to the Management Committee proposed revisions to
the Business Plan not less frequently than annually, at least 60 days prior to
the start of each fiscal year covered by such Business Plan. Each such Business
Plan shall be considered at the first meeting of the Management Committee
following its submissions and shall be subject to the approval of a majority of
the Directors.

                                       14
<PAGE>

         4.9 BUDGET APPROVAL.

                  (a) The Initial Budget is hereby approved by the Members.

                  (b) The CEO shall include a proposed budget for the Joint
Venture (the "Budget") for the fiscal year commencing October 1, 2000 in his
submission of the revised Business Plan. The Budget shall include an income
statement, balance sheet, and capital budget prepared consistently with the
Joint Venture's method of accounting, for the forthcoming fiscal year and a cash
flow statement which shall show in reasonable detail the anticipated receipts
and disbursements (including anticipated distributions) projected for the Joint
Venture for the forthcoming fiscal year and the amount of any corresponding cash
deficiency or surplus, and the amount and due dates of any proposed Additional
Capital Contributions. The Budget shall be prepared on a basis consistent with
the Joint Venture's financial statements and shall be prepared in accordance
with the provisions of this Agreement.

                  (c) Each Budget shall be considered at the first meeting of
the Management Committee following its submission and shall be subject to the
approval of a majority of the Directors.

                  (d) Each Budget shall also include a detailed explanation of
the proposed related party charges for corporate overhead or services proposed
to be charged by any Member in connection with services to be provided by such
Member and/or its Affiliates to the Joint Venture.

                  (e) Without the unanimous approval of the Directors, a Budget
shall not include a requirement for Additional Capital Contributions.

                  (f) If for any fiscal year no new Budget is agreed upon and
approved, then the Joint Venture will be managed in a manner consistent with the
Operations for the prior fiscal year, as adjusted by the CEO to reflect the
Joint Venture's contractual obligations for the year and other items of
necessity for the Joint Venture to conduct its Present Operations.
Notwithstanding anything to the contrary in this Agreement, a failure by the
Management Committee to approve any Budget shall not be subject to arbitration
under Article 13 hereof.

         4.10 EMPLOYEES AND EMPLOYEE BENEFITS.

                  (a) GENERALLY. The CEO shall determine, or shall delegate
authority to others to determine, how many people will be required for the
operation of the Joint Venture and which personnel shall be hired by the Joint
Venture, in accordance with the Business Plan and Budget and subject to
arrangements under Article 4.11. Except for personnel who are employees of a
Member and who are appointed by such Member to work for the Joint Venture and
for Executive Officers who also are employees of a Member or an Affiliate
thereof, unless otherwise agreed to, all Joint Venture personnel will be
employees of the Joint Venture and not of any Member. In the event that the
Joint Venture hires an employee of a Member, such Member shall indemnify the
Joint Venture against any claims that the transfer of that employee amounted to
a termination of employment.

                  (b) Notwithstanding anything contained in this Article 4.10,
while on board the Vessel all personnel (including casino employees) shall
comply with the directions of the Captain of the Vessel as to matters relating
to Vessel Rules.

                                       15
<PAGE>

         4.11 ARRANGEMENTS WITH MEMBERS OR AFFILIATES.

                  (a) If the Management Committee decides that any services
should be provided by a contractor rather than by the Joint Venture, the
Management Committee shall request from one or more Members a bona fide written
offer for such a contract. Unless otherwise provided in the Agreement, if any
Member or any Affiliate of a Member elects to bid for any such contract, the
Management Committee may, by unanimous approval, award a contract to the bidding
Member or Affiliate of a Member if that bid is in the Joint Venture's best
interest. In making the determination as to services to be provided by a
contractor and/or by the Members, the Management Committee shall be guided by
Article 3 hereof and shall not award a contract for any type of services already
being provided to the Joint Venture by a Member pursuant to a corporate overhead
allocation.

                  (b) Subject to Article 4.11(a), the Joint Venture may enter
into contracts with a Member or any of its Affiliates provided that any such
transaction shall be on terms no more favorable to the Member than those
afforded to unrelated third parties. The validity of any transaction, agreement
or payment involving the Joint Venture and a Member or any Affiliate of Member
shall not be affected by reason of the relationship between the Joint Venture
and a Member or such Affiliate of a Member.

         4.12 DUTY OF MEMBERS TO COOPERATE. Each Member will, to the extent
permitted by applicable law, furnish such information, execute such applications
and similar documents as are required by any Government Body, and take such
other actions as may be reasonably requested by the Management Committee and as
may be necessary or reasonably desirable in connection with the Business.

         4.13 INSURANCE AND RISK MANAGEMENT. As long as the premiums and other
terms remain advantageous to the Joint Venture, the property and casualty
insurance program for the Joint Venture (including the insurance for the Vessel)
shall be integrated into the insurance program of Commodore. Each Member hereby
consents and agrees that the Joint Venture shall compensate Commodore for an
agreed-upon budgeted amount for insurance premiums and related expenses. Said
insurance shall comply with the requirements of the Joint Venture Charter. The
Joint Venture and each Member shall be named as additional assureds under that
program.

         4.14 LIMITATIONS ON MEMBER'S AUTHORITY. No Member shall have the right
to bind the Joint Venture or act on behalf of the Joint Venture by virtue of
such Member's ownership of an Interest, it being the intention of the Members
that the Joint Venture be managed by the Management Committee and the Executive
Officers, including the CEO, appointed by such Management Committee.

                                   ARTICLE 5

                              CAPITAL CONTRIBUTIONS

         5.1 INITIAL CAPITAL CONTRIBUTIONS. Each Member shall make a Capital
Contribution to the Joint Venture in cash, in installments pursuant to the
funding schedule, as set forth on SCHEDULE 2 hereto. Upon receipt of each such
Capital Contribution, the Joint Venture shall credit each Member's Capital
Account with the amount of such Member's Capital Contribution. Prior

                                       16
<PAGE>

to the execution of this Agreement, each of Commodore and Proturo had
contributed * to the Joint Venture. Upon execution of this Agreement, Viejas
shall contribute * to the Joint Venture, and each of Commodore and Proturo shall
contribute an additional * to the Joint Venture. The balance of the Capital
Contributions (the "Subsequent Capital Contributions") shall be paid as provided
in SCHEDULE 2 hereto. In the event Proturo is unable to contribute any or all of
the Subsequent Capital Contributions, *. The Subsequent Capital Loan shall be
repaid, to the extent funds are available, as described in Article 6.2(a)(ii);
provided, however, that in the event distributions under Article 6.2(a)(ii) are
insufficient to repay such loan, according to its terms, the balance of any such
loan, if and only if, made within two years after the date hereof, shall not
become due until * years after the date of this Agreement (the "Deferral Date"),
at which time such loan shall be due and payable in full. Amounts deferred until
the Deferral Date pursuant to this Article 5.1 shall not be deemed past due.

         5.2 ADJUSTMENTS TO CAPITAL ACCOUNTS.

                  (a) GENERALLY. Subject to Article 5.1, each Member's Capital
Account shall be increased by:

                           (i) the amount of money contributed by it or on its
behalf to the Joint Venture;

                           (ii) the fair market value of any property
contributed by it to the Joint Venture (net of any liabilities secured by such
contributed property that the Joint Venture is considered to assume or take
subject to under Code /section/752); and

                           (iii) allocations to it of profit and other items of
book income and gain, including income and gain exempt from tax and income and
gain described in Treas. Reg. 1.704-1(b)(2)(iv)(g), but excluding income and
gain described in Treas. Reg. 1.704-1 (b)(4)(i);

         and shall be decreased by:

                           (iv) the amount of money distributed to it by the
Joint Venture;

                           (v) the fair market value of property distributed to
it by the Joint Venture (net of liabilities secured by such distributed property
that such Member is considered to assume or take subject to under Code
/section/752); and

                           (vi) allocations of loss and other items of book
loss, including items of loss and deduction described in Code /section/
705(a)(2)(B) and Treas. Reg. /section/1.7041(b)(2)(iv)(g), but excluding items
described in Treas. Reg. /sections/1.704-1 (b)(4)(i) or (b)(4)(iii), and shall
otherwise be adjusted in accordance with the additional rules set forth in
Treas. Reg. /section/1.704-1(b)(2)(iv).

                  (b) CERTAIN ADJUSTMENTS TO CAPITAL ACCOUNTS. If the book
values of Joint Venture assets are adjusted pursuant to Treas. Reg.
/section/1.704-1(b), the Capital Accounts of all the Members shall be adjusted
simultaneously to reflect the allocations of gain or loss that would be
allocated among the Members if there were a taxable disposition of the Joint
Venture's property for its fair market value. If any assets of the Joint Venture
are to be distributed in kind, such

--------
*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

                                       17
<PAGE>

assets shall be distributed on the basis of their fair market values after the
Members' Capital Accounts have been adjusted to reflect the manner in which any
unrealized gain and loss with respect to such assets (that has not been
reflected in the Capital Accounts previously) would be allocated among the
Members if there were a taxable disposition of the property for its fair market
value.

                  (c) DEFINITION OF ADJUSTED CAPITAL ACCOUNT. As used in this
Agreement, "Adjusted Capital Account" means, with respect to each Member, such
Member's Capital Account as determined under the preceding provisions of this
Article 5.2, increased by such Member's share of Joint Venture minimum gain and
minimum gain attributable to partnership nonrecourse debt as determined under
Treas. Reg. /section/1.704-2.

         5.3 ADDITIONAL CAPITAL CONTRIBUTIONS. Subject to Article 4.4(c), if all
of the Directors determine from time to time that additional cash is needed by
the Joint Venture for the payment of the debts and obligations of the Joint
Venture relating to the Vessel or otherwise for the carrying on of the Business,
then upon call of the Management Committee, each Member shall contribute as an
Additional Capital Contribution in accordance with its Percentage Interest, the
amount of cash determined by the Management Committee to be needed for such
purposes.

         5.4 PROCEDURE FOR MAKING CAPITAL CALLS BY THE MANAGEMENT COMMITTEE.
Subject to Article 4.4(c), all calls for Additional Capital Contributions
pursuant to Article 5.3: (a) shall have been unanimously approved by the
Management Committee, (b) shall be in writing delivered to each Member, (c)
shall state the aggregate amount of funds needed by the Joint Venture, the
expected use or uses of such funds, and the amount of each Member's
proportionate share of such capital contribution, and (d) shall specify the date
on which the capital contribution is to be made, which shall in no event be
sooner than 60 days following the Member's receipt of the written call.

         5.5 FAILURE OF MEMBER TO CONTRIBUTE CAPITAL. If a Member (the "Debtor
Member") fails to make an Additional Capital Contribution within 30 days after
such contribution is due under the procedures set forth in Article 5.4, the
other Member(s) (the "Non-Debtor Members") may exercise one or more of the
following remedies:

                  (a) ASSIST DEBTOR MEMBER. Assist the Debtor Member in securing
third-party financing for the Additional Capital Contribution.

                  (b) SET-OFFS. Cause the Joint Venture to set-off against any
distributions otherwise due from the Joint Venture to the Debtor Member the
amount of capital due the Joint Venture from the Debtor Member, and apply such
amount to such capital contribution required to be made by the Debtor Member.

                  (c) LOAN BY THIRD PARTY. Cause the Joint Venture to borrow
from a third party the amount otherwise due from each Member without the consent
of the Debtor Member or its representative Directors in lieu of an Additional
Capital Contribution by any Member.

                  (d) LOAN TO DEBTOR MEMBER. Loan the Debtor Member the amounts
required to meet the Additional Capital Contribution requirements. During the
first * years of this Agreement, *. Any loan made under such circumstances (a
"Capital Call Loan") shall have the same terms as *.

--------
*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

                                       18
<PAGE>

                  (e) REFUSE TO MAKE CAPITAL CONTRIBUTION. Refuse to make any
Additional Capital Contributions without being in default of any provision of
this Agreement.

                  (f) EFFECT OF SET-OFF. In the event the Joint Venture
exercises any right to set off any amount against any distribution otherwise
payable to any Member, the amount set off shall be deemed to have been
distributed to the Member and contributed by the Member to the Capital of the
Joint Venture.

         5.6 NO THIRD PARTY BENEFICIARIES. The rights of the Joint Venture, or
any Member, to require Additional Capital Contributions under the terms of this
Agreement are not intended to, and do not, confer any rights or benefits to or
upon any Person who is not a party to this Agreement other than the Joint
Venture itself.

         5.7 NO WITHDRAWAL OF, OR PAYMENT OF INTEREST ON, CAPITALS ACCOUNTS. No
Member shall have any right to withdraw or make a demand for withdrawal of all
or any portion of such Member's capital (or the amount, if any, reflected in
such Member's Capital Account). No interest or additional share of profits shall
be paid or credited to the Members on their Capital Accounts, or on any
undistributed profits or funds left on deposit with the Joint Venture; provided,
however, that nothing contained in this Agreement shall be construed to prevent
or prohibit the payment of interest on account of loans by Members.

         5.8 OBLIGATION TO RESTORE. Upon liquidation of the Joint Venture (or
any Member's interest in the Joint Venture), a Member which has a deficit
balance in its book Capital Account following the liquidation of its interest in
the Joint Venture after taking into account all capital account adjustments for
the Joint Venture's taxable year during which such liquidation occurs need not,
except as otherwise provided by law, restore the amount of such deficit balance
to the Joint Venture or to any other Member.

                                   ARTICLE 6

             ALLOCATIONS, DISTRIBUTIONS, ACCOUNTING AND TAX MATTERS

         6.1 ALLOCATIONS. The allocations of profits and losses shall be as set
forth in SCHEDULE 4 hereto.

         6.2 DISTRIBUTIONS AND RESERVES.

                  (a) CASH DISTRIBUTIONS. Unless otherwise determined by the
Management Committee and except as reserved against in accordance with
Subsection (b) below, the Net Cash Flow realized in any fiscal quarter shall be
distributed within 60 days after the end of such quarter, as follows:

                           (i) PAY VESSEL PRE-OPERATING FEES. First, to the
Owner, to pay Vessel Pre-Operating Fees, until such Vessel Pre-Operation Fees,
including accrued interest, have been paid in full;

                           (ii) REPAY MEMBER LOANS. Second, to repay any
principal and interest on loans to the Joint Venture by Members ("Member
Loans"); and

                           (iii) THE BALANCE. Finally, to the Members in
accordance with their respective Percentage Interests; PROVIDED, HOWEVER, that
at any time when there is a Subsequent

                                       19
<PAGE>

Capital Loan, Capital Call Loan, Pier Loan or Guaranty Loan outstanding,
* of all distributions and Proturo Fees to be paid to Proturo shall be applied
toward principal and interest outstanding on the loan or loans. Such amounts
shall be paid * to Commodore and * to Viejas.

                  (b) RESERVES. The Joint Venture shall establish reserves for:

                           (i) Federal income taxes (the "Tax Reserve") to be
held by the Joint Venture and distributed in accordance with Article 6.2(d). The
Tax Reserve for any fiscal period shall be determined by multiplying the
reasonably estimated federal taxable income of the Joint Venture by 40%. In
determining such federal taxable income, the fact that any Member may not be
taxable on that Member's share of such income (e.g., because that Member may be
exempt from tax on such income under Article 883(a) of the Code, or because that
Member has losses from other sources to offset such income), shall not be taken
into account. The Tax Reserve shall be paid to the Members in accordance with
their respective Percentage Interests (even if different from their respective
percentage of Joint Venture taxable income); and

                           (ii) Contingent or unforeseen obligations, debts or
liabilities of the Joint Venture which may be deemed reasonably necessary in the
opinion of the Management Committee;

                           (iii) Amounts required by any contracts or agreements
of the Joint Venture; and

                           (iv) Such other purposes as the Management Committee
may decide.

                  (c) PRIORITY AND DISTRIBUTION OF PROPERTY. Except as expressly
provided in this Agreement, no Member shall have priority over any other Member
as to the return of capital, allocation of income or losses, or distributions of
cash or any other distributions. No Member shall have the right to demand or
receive property other than cash for its Capital Contributions to the Joint
Venture or in payment of its share of cash or other distributions.

                  (d) DISTRIBUTION OF TAX RESERVE. Within 60 days after the end
of each Joint Venture fiscal year during which a Tax Reserve has been created,
the Joint Venture shall distribute such Tax Reserve (less any amounts withheld
pursuant to Articles 1441, 1442, 1445 or 1446 of the Code, unless otherwise
provided in Article 6.2(g)) to the Members, such distribution to be allocated
among the Members based on each Member's Percentage Interest.

                  (e) ADDITIONAL DISTRIBUTION PROVISIONS. Upon liquidation of
any Member's Interest in the Joint Venture, liquidating distributions shall be
made in accordance with Article 8.7.

                  (f) FOREIGN MEMBERS. If the Joint Venture withholds any income
tax with respect to any foreign Member pursuant to Articles 1441, 1442, 1445 or
1446 of the Code or pursuant to applicable Mexican tax laws, the Joint Venture
will, at its option, either (x) require the foreign Member to repay such amount
to the Joint Venture within 45 days thereafter; or (y) offset any distributions
otherwise payable to the foreign Member by the amount of such payments.

--------
*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

                                       20
<PAGE>

         6.3 ACCOUNTING MATTERS. The Members shall cause to be maintained
complete books and records accurately reflecting the accounts, business and
transactions of the Joint Venture, on a September 30th fiscal-year basis and in
accordance with GAAP; provided, however, that books and records with respect to
the Joint Venture's Capital Accounts and allocations of income, gain, loss,
deduction or credit (or item thereof) shall also be kept under U.S. federal
income tax accounting principles as applied to partnerships on the same fiscal
year as Commodore's. Commodore shall perform such services for the Joint Venture
and charge the Joint Venture for such services pursuant to the overhead
allocation in the Budget.

         6.4 TAX STATUS AND RETURNS.

                  (a) Any provision hereof to the contrary notwithstanding,
solely for United States federal income tax purposes, each of the Members hereby
recognizes that the Joint Venture will be subject to all provisions of
Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the
filing of U.S. Partnership Returns of Income shall not be construed to extend
the purposes of the Joint Venture or expand the obligations or liabilities of
the Members.

                  (b) The Members shall prepare or shall direct such other
Person to prepare or cause to be prepared all tax returns and statements, if
any, that must be filed on behalf of the Joint Venture with any taxing authority
and shall make timely filing thereof. Further, the Members shall prepare or
shall direct such other Person to prepare or cause to be prepared all tax
statements, if any, that must, by law, be provided to any Member, employee or
other Person and shall timely deliver such statements to such Persons. Within 90
days after the end of each fiscal year, the Members or such other Person as the
Members may direct shall prepare or cause to be prepared and delivered to each
Member a report setting forth in reasonable detail the information with respect
to the Joint Venture during such calendar year reasonably required to enable
each Member to prepare its federal, state and local income tax returns in
accordance with applicable law then prevailing.

         6.5 TAX MATTERS MEMBER.

                  (a) The Tax Matters Member of the Joint Venture within the
meaning of Section 6231(a)(7) of the Code shall be Commodore. Unless otherwise
expressly provided herein or in the Code and the regulations issued thereunder
(or the laws of other relevant taxing jurisdictions), the Tax Matters Member is
authorized to take any action for or on behalf of the Joint Venture that it
determines to be necessary or appropriate with respect to all tax matters.
Notwithstanding the foregoing, the Tax Matters Member shall take no action for
or on behalf of the Joint Venture, except as emergency situations may dictate,
without the prior agreement of all the Directors.

                  (b) The Tax Matters Member shall promptly advise the other
Members of all audits or other actions by the Internal Revenue Service and shall
furnish to the Joint Venture and to each Member a copy of each notice or other
communication received by the Tax Matters Member from the Internal Revenue
Service except such notice or communication sent directly to the Members by the
Internal Revenue Service. All reasonable expenses incurred by the Tax Matters
Member in its capacity as such shall be expenses of the Joint Venture and shall
be paid by the Joint Venture. Such fees must be approved in advance by Proturo
and Viejas, which consent shall not be unreasonably withheld.

                                       21
<PAGE>

                  (c) To the fullest extent permitted by law, the Joint Venture
shall indemnify the Members on an after-tax basis against any liabilities
incurred while acting as the Tax Matters Member of the Joint Venture but only to
the extent such Member acts within the scope of its authority as Tax Matters
Member under this Agreement. The Tax Matters Member shall not be indemnified
against any liability regarding Joint Venture tax matters arising by reason of
the willful misconduct, bad faith, gross negligence or reckless disregard of the
duties of the Tax Matters Member.

                  (d) No Member shall file a notice with the Internal Revenue
Service under Section 6222(b) of the Code in connection with such Member's
intention to treat an item on such Member's federal income tax return in a
manner that is inconsistent with the treatment of such item on the Joint
Venture's federal income tax return unless such Member has, not less than 30
days prior to the filing of such notice, provided the other Member with a copy
of the notice and thereafter in a timely manner provides such other information
related thereto as the other Member shall reasonably request.

         6.6 754 ELECTION. In the event of a distribution of property to a
Member or a transfer of any interest in the Joint Venture permitted under the
Act or this Agreement, the Joint Venture, upon the written request of the
transferor or transferee, shall file a timely election under section 754 of the
Code and the Income Tax Regulations thereunder to adjust the basis of the Joint
Venture's assets under Section 734(b) or 743(b) of the Code and a corresponding
election under the applicable provisions of state and local law, and the Person
making such request shall pay all costs incurred by the Joint Venture in
connection therewith, including reasonable attorneys' and accountants' fees.

         6.7 MEMBERSHIP CLASSIFICATION. The Joint Venture shall be treated as a
partnership for federal tax purposes and shall not elect, under Section
301.7701-3 of the Income Tax Regulations, to be taxed as an association.

                                   ARTICLE 7

           TRANSFER OF INTERESTS; ADMISSION AND RESIGNATION OF MEMBERS

         7.1 TRANSFER OF INTERESTS. Except as set forth in this Article 7, no
Member may transfer all or any portion of its Interest in the Joint Venture to
any Person or another Member, unless all Members approve the transfer in
writing. Any involuntary transfer or transfer by operation of law of any portion
of a Member's Interest in the Joint Venture shall also constitute a prohibited
transfer unless all Members approve the transfer in writing. Any transfer of all
or any portion of a Member's Interest in the Joint Venture, in violation of this
Article (other than an involuntary transfer or a transfer by operation of law),
shall be null, void and of no effect. In the event that all or any portion of a
Member's Interest is transferred involuntarily or by operation of law, the
transferee of such Interest shall not be a Member unless and until admitted to
Membership in accordance with the provisions of Article 7.5 and shall, until
such time, be considered merely an assignee of Economic Interests (as hereafter
defined). Notwithstanding the foregoing, any pledge, hypothecation or grant of a
security interest in any Interest shall not require the consent of any Members
and shall not violate this Article 7. The pledge or granting of a security
interest, lien or other encumbrance in or against all or any part of a Member's
Interest shall not cause the Member to cease to be a Member. Upon foreclosure or
sale in lieu of foreclosure of any such security interest, the secured party
will be entitled to receive allocations

                                       22
<PAGE>

and distributions from the Joint Venture as to which a security interest has
been granted by such Member ("Economic Interests"). In no event will any secured
party be entitled to exercise any rights under this Agreement, and such secured
party may look only to such Member for the enforcement of any of its rights as a
creditor. In no event will the Joint Venture have any liability or obligation to
any Person by reason of the Joint Venture's payment of a distribution to any
secured party as long as the Joint Venture makes such payment in reliance upon
written instructions from the Member to whom such distributions would otherwise
be payable. Any secured party will be entitled, with respect to the security
interest granted, only to the distributions to which the assigning Member would
be entitled under this Agreement, and only if, as and when such distributions
are made by the Joint Venture. Neither the Joint Venture nor any Member will owe
any fiduciary duty of any nature to a secured party. Reference to any secured
party includes any assignee or successor-in-interest of such Person.

         7.2 RIGHT OF FIRST REFUSAL.

                  (a) Each of Commodore, Proturo and Viejas shall have a right
of first refusal with respect to the other Members' Interests in the Joint
Venture (which right shall include the ability to assign such right to a
purchaser preferred by the other Members). If any Member proposes to sell or
transfer to any Person all or any portion of its Interest in one or more related
transactions (the "Proposed Sale"), then, at least 45 days prior to the proposed
closing (the "Sale Closing") of such sale or transfer, such Member (the
"Seller") shall promptly give written notice (the "Notice") to the Joint Venture
and to the other Members (the "Non-Selling Members") of such proposed sale or
transfer. The Notice shall describe in reasonable detail the Proposed Sale,
including, without limitation, the Percentage Interest to be sold, transferred
or issued (the "Percentage Interest To Be Sold"), the nature of such sale,
transfer or issuance, the consideration to be paid, and the name and address of
each prospective purchaser or transferee. Notwithstanding the foregoing,
Proturo's right of first refusal shall only be valid at a time when there is no
Subsequent Capital Loan, Capital Call Loan, Pier Loan or Guaranty Loan
outstanding or, if such a loan or loans is outstanding, when Proturo's exercise
of its right of first refusal is conditioned upon repayment of any Subsequent
Capital Loan, Capital Call Loan, Pier Loan or Guaranty Loan in full (whether by
Proturo or by a third party) concurrently with the closing of the sale of the
Proposed Sale.

                  (b) The Non-Selling Members shall have the right, on a pro
rata basis, exercisable upon written notice to the Seller within 30 days after
receipt of the Notice, to purchase a portion of the Percentage Interest To Be
Sold on the same terms and conditions of the Proposed Sale.

                  (c) In the event the Non-Selling Members either individually
or together decline to purchase the Percentage Interest To Be Sold, the Seller
may consummate the Proposed Sale with the third party.

                  (d) Notwithstanding anything to the contrary herein, the
Seller may not consummate a Proposed Sale to a Person if any Non-Selling Member
objects to such Person and the objection is based on a reasonable concern.

         7.3 EXEMPT TRANSFERS. Notwithstanding the foregoing, the first refusal
rights of the Members shall not apply to (i) any pledge of Percentage Interests
made pursuant to a bona fide loan transaction that creates a mere security
interest (as described in Article 7.1); (ii) transfers occurring subsequent to
the 2 year anniversary date of the execution of this Agreement of any

                                       23
<PAGE>

Member's entire Interest to an Affiliate, provided the transferring Member has
provided prior written notice to the other parties hereto of such transfer, and
such transferee has agreed to be bound by the terms hereof; (iii) the Joint
Venture; (iv) to a Person approved by all of the Members; or (v) another Person
as part of a merger, reorganization, consolidation or sale of all or
substantially all of the assets of Proturo, Commodore or Viejas, where such
Person is the surviving entity provided that such Person is not objectionable as
provided in Article 7.2(d) above. Such transferred Percentage Interests shall
remain "Percentage Interests" hereunder.

         7.4 LEGEND.

                  (a) Each certificate representing Percentage Interests now or
hereafter owned by the Members or issued to any Person in connection with a
transfer pursuant to Article 7.3 hereof shall be endorsed with the following
legend:

                           "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE
                           SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT
                           TO THE TERMS AND CONDITIONS OF A CERTAIN AGREEMENT
                           AMONG THE INITIAL HOLDER OF THE SECURITIES, THE JOINT
                           VENTURE AND CERTAIN MEMBERS OF THE JOINT VENTURE.
                           COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY BONA FIDE
                           PROSPECTIVE PURCHASERS OR PLEDGEES UPON WRITTEN
                           REQUEST TO THE SECRETARY OF THE JOINT VENTURE AND
                           AGREEMENT TO KEEP THE CONTENTS THEREOF CONFIDENTIAL."

                  (b) Under no circumstances shall any transfer of any Interests
subject hereto be valid until the proposed transferee thereof shall have
executed and become a party to this Agreement and thereby shall have become
subject to all of the provisions hereof; and notwithstanding any other
provisions of this Agreement, no transfer of any kind shall in any event result
in the non-applicability of the provisions hereof at any time to any of the
Percentage Interests subject hereto.

                  (c) The Joint Venture may instruct its transfer agent to
impose transfer restrictions on the Percentage Interests represented by
certificates bearing the legend referred to in Article 7.4(a) above to enforce
the provisions of this Agreement and the Joint Venture agrees to promptly do so.
The legend shall be removed upon termination of this Agreement.

         7.5 ADMISSION OF NEW MEMBERS.

                  (a) Subject to this Article and to the Act, no Person shall be
admitted as a Member of the Joint Venture unless all the Directors shall have
unanimously approved the admission of such Person as a new Member and shall have
agreed in writing upon the amendments, if any, to be made to this Agreement as a
result of such admission.

                  (b) Upon the admission of a new Member in accordance with the
Act and this Agreement, there shall be a special closing of the books solely for
the purpose of determining the value of the Joint Venture's investments on such
date by whatever method the existing Members,

                                       24
<PAGE>

in their sole and absolute discretion, consider reasonable, and the Capital
Accounts of the existing Members shall be adjusted accordingly. After such
adjustment, the Joint Venture shall establish a Capital Account which shall be
credited with the Capital Contribution of the new Member.

                  (c) Notwithstanding the foregoing, without the prior approval
of Proturo, Commodore and Viejas, the Joint Venture shall not sell additional
Interests in the Joint Venture to any other person or dilute or otherwise change
the Percentage Interests of any of Commodore, Proturo or Viejas in the Joint
Venture except as a result of a default on a Capital Call Loan or the transfer
of any Member's Interest in the Joint Venture as described herein.

         7.6 RESIGNATION OF MEMBERS. No Member may resign or withdraw from the
Joint Venture without the prior express written consent of all the other
Members.

                                   ARTICLE 8

                           DISSOLUTION/MANDATORY SALE

         8.1 NO DEFAULT DISSOLUTION. The Joint Venture shall be dissolved and
its affairs wound up in accordance with Article 8.5 hereof upon the first to
occur of the following:

                  (a) Upon the expiration of the term specified in Article 14.1
of this Agreement;

                  (b) Issuance of an order by a court of competent jurisdiction,
requiring the dissolution of the Joint Venture;

                  (c) *;

                  (d) *;

                  (e) *; or

                  (f) The written consent of all the Members.

         8.2 DEFAULT DISSOLUTION. The Non-Defaulting Members, jointly but not
individually, may give notice to a Defaulting Member dissolving the Joint
Venture upon the occurrence of any one of the following events with respect to
the Defaulting Member (unless there is a Dispute with respect to whether a
Default has occurred and such Dispute has not yet been resolved pursuant to the
terms of this Agreement):

                  (a) any action or proceeding is commenced by the Defaulting
Member or its Parent Entity to wind up, dissolve, cancel its incorporation or
otherwise terminate its corporate existence; or

                  (b) any action or proceeding is commenced against the
Defaulting Member which seeks or requires the winding up, dissolution,
revocation or cancellation of its incorporation or other termination of its
corporate existence unless the action or proceeding is defended or contested in
good faith by the Defaulting Member within 30 days of the commencement of the
action or proceeding in a manner that stays the winding up, dissolution,

--------
*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

                                       25
<PAGE>

revocation or cancellation of its incorporation or other termination of its
corporate existence and is pursued diligently thereafter; or

                  (c) the agreement of the Defaulting Member to sell, assign,
transfer or otherwise dispose of the whole or any part of its Interest in the
Joint Venture in contravention of the terms of this Agreement; or

                  (d) any Event of Default by the Defaulting Member pursuant to
Article 12.1, which has not been cured within the applicable cure period; or

                  (e) the Defaulting Member becomes bankrupt or seeks relief by
any proceedings of any nature under any laws of the United States or any state
for the relief of debtors; or

                  (f) the appointment of a receiver, receiver-manager, trustee,
custodian or like officer for all or a substantial part of the business or
assets of the Defaulting Member unless the appointment is defended or contested
in good faith by the Defaulting Member within 30 days of the commencement of the
appointment in a manner that stays the appointment and is pursued diligently
thereafter; or

                  (g) the institution against the Defaulting Member of a
proceeding under the Bankruptcy Reform Act of 1978, or any law of the United
States now in existence or hereafter enacted having the same general purpose
unless the proceeding is defended or contested in good faith by the Defaulting
Member within 30 days of the commencement of the proceeding in a manner that
stays the proceedings and is pursued diligently thereafter; or

                  (h) the Defaulting Member makes an assignment for the benefit
of its creditors; or

                  (i) if any execution, attachment, distress or other process of
any court is made or attached to the Interest of the Defaulting Member in the
Joint Venture unless the execution, attachment, distress or other process of any
court is stayed within 30 days of the commencement of the proceedings in a
manner that stays attachment, distress or other proceedings and is pursued
diligently thereafter;

                  (j) a breach by Proturo, Commodore or Viejas of the Guaranty,
which breach is not cured within 10 days of receipt of written notice from a
non-breaching party describing in reasonable detail the facts giving rise to the
breach; or

                  (k) any failure by the Defaulting Member to make any
Additional Capital Contribution pursuant to Article 4.4(c) within 120 days after
the Arbitration Tribunal has rendered its award pursuant to Article 13 that such
Additional Capital Contribution is required for Seaworthiness or for items of
necessity to continue the Present Operations or pursuant to Article 5.5 within
the period specified therein; provided, however, it shall not be an Event of
Default by Proturo if it fails to make an *, in the amount of such Additional
Capital Contribution, and Proturo has refused *.

         8.3 MANDATORY SALE. Upon the occurrence of any of the events set out in
Article 8.2(a) through (k) with respect to a Member, as an alternative to giving
notice dissolving the

--------
*        Marked text omitted pursuant to an application for an order for
         confidential treatment by Commodore Holdings Limited.

                                       26
<PAGE>

Joint Venture, the Members entitled to dissolve the Joint Venture (in this
Article 8 referred to as the "Purchasing Member") may give notice to the other
Members (in this Article 8 referred to as the "Selling Member") requiring the
Selling Member to sell its Interest in the Joint Venture to the Purchasing
Member (on a pro rata basis) for the Purchase Price (as defined in Article 8.9)
and on the terms and conditions hereinafter provided.

         8.4 NOTICE.

                  (a) NOTICE OF ELECTION TO DISSOLVE. The Member(s) electing to
dissolve the Joint Venture pursuant to Article 8.2, must give notice of
dissolution to the other Member(s) within 60 days of first acquiring actual
knowledge of the event or circumstances giving rise to the right of dissolution.
Following any such notice pursuant to Article 8.2 (unless there is a Dispute as
to the right to dissolve), the Member(s) who has(ve) received notice of
dissolution shall not be entitled to vote (or to have its (their) Directors
vote) with respect to any matter relating to the affairs of the Joint Venture
and shall be deemed to have given its (their) proxy to the Member(s) giving the
notice for all matters requiring the vote of the Members with respect to the
Joint Venture.

                  (b) NOTICE OF INTENTION TO BUY. The Purchasing Member under
Article 8.3 must give notice of its intention to buy the interest of the Selling
Member in the Joint Venture (the "Purchase Notice") within 60 days of the date
upon which the Purchasing Member first acquires actual knowledge of the
occurrence of the event or circumstances giving rise to the right to purchase.
Following such notice (unless there is a Dispute as to the existence of a right
to purchase), the Selling Member shall not be entitled to vote (or to have its
Directors vote) with respect to any matter relating to the affairs of the Joint
Venture and the Selling Member shall be deemed to have given its proxy to the
Purchasing Member for all matters requiring the vote of the Members with respect
to the Joint Venture.

         8.5 DISSOLUTION PROCEDURES.

                  (a) GENERALLY. Unless there is a Dispute as to whether an
event causing a dissolution has occurred, promptly following the giving of
notice of dissolution of the Joint Venture:

                           (i) NO DEFAULT DISSOLUTION. Pursuant to Article 8.1,
the Members shall proceed to wind up the affairs of the Joint Venture in the
manner hereinafter provided; or

                           (ii) DEFAULT DISSOLUTION. Pursuant to Article 8.2,
the Member giving notice of dissolution shall wind up the affairs of the Joint
Venture in the manner hereinafter provided on behalf of the Members.

                  (b) USE OF BUSINESS OR SHIP BROKER. If the Business of the
Joint Venture is in operation, the parties shall consider retaining a business
or ship broker, and the Business of the Joint Venture shall be listed for sale
as a going concern. If an offer acceptable to the Members or the Non-Defaulting
Member, as the case may be, acting reasonably, has not been received within 120
days of listing the business for sale, then the assets of the Joint Venture
shall be sold and the Vessel subchartered in a piecemeal manner. The liquidation
of assets and the discharge of liabilities of the Joint Venture shall occur over
a reasonable time so as to minimize the losses which may otherwise be attendant
upon an immediate liquidation.

                                       27
<PAGE>

                  (c) PAYMENTS OWED BY MEMBERS. Each Member shall immediately
pay to the Joint Venture all amounts owing to the Joint Venture, less any
amounts owed by the Joint Venture to the Member.

                  (d) CANCELLATION OF VESSEL CHARTER. The Joint Venture and
Commodore or its wholly owned subsidiary shall agree to cancel the charter of
the vessel. Such cancellation shall be without penalty to the Joint Venture
except that the Owner shall retain all amounts paid by the Joint Venture
pursuant to the Joint Venture Charter.

                  (e) DISTRIBUTIONS. During the course of liquidation, the
Members shall continue to share profits and losses as provided in Article 6 of
this Agreement, but there shall be no cash distributions to the Members until
the distribution pursuant to Article 8.7(d).

         8.6 SETTLING OF ACCOUNTS. Subject to Section 18-801 of the Act, upon
the dissolution and liquidation of the Joint Venture, the proceeds of
liquidation shall be applied as follows: (a) first, to pay all expenses of
liquidation and winding up; (b) second, to pay all debts, obligations and
liabilities of the Joint Venture, in the order of priority as provided by law,
other than debts owing to the Members or on account of Members' contributions;
(c) third, to pay all debts of the Joint Venture owing to a Member; and (d) to
establish reasonable reserves for any remaining contingent or unforeseen
liabilities of the Joint Venture not otherwise provided for, which reserves
shall be maintained by the liquidator on behalf of the Joint Venture in a
regular interest-bearing trust account for a reasonable period of time as
determined by the liquidator. If any excess funds remain in such reserves at the
end of such reasonable time, then such remaining funds shall be distributed by
the Joint Venture to the Members pursuant to Article 8.7 hereof.

         8.7 DISTRIBUTION OF PROCEEDS. Subject to Article 18-801 of the Act,
upon final liquidation of the Joint Venture, the net proceeds of liquidation
shall be distributed to the Members in the following order of priority:

                  (a) to creditors, including Members who are owed Member Loans
to the extent of any unpaid expenses or any outstanding loan or advance;

                  (b) to the Members in respect of the costs of winding up the
affairs of the Joint Venture, discharging the liabilities of the Joint Venture,
distributing the assets of the Joint Venture and dissolving the Joint Venture in
accordance with this Article 8;

                  (c) to the Members who are owed on a Subsequent Capital Loan,
Capital Call Loan, Pier Loan or Guaranty Loan to the extent of any outstanding
loan or advance;

                  (d) to the Members in the proportion of their respective
positive Capital Accounts as those accounts are determined after all adjustments
to such accounts for the taxable year of the Joint Venture during which the
liquidation occurs as are required by this Agreement and Treasury Regulations
/section/1.704-1(b), such adjustments to be made within the time specified in
such Treasury Regulations; and

                  (e) after each Member has received the amount in its Capital
Account, to the Members in proportion to their respective Percentage Interests.

         8.8 CERTIFIED LIQUIDATION STATEMENT. The Members, in the event of a
liquidation of the Joint Venture following dissolution pursuant to Article 8.1,
or the Non-Defaulting Members, in the event of a liquidation of the Joint
Venture following dissolution pursuant to Article 8.2,

                                       28
<PAGE>

shall cause the independent auditors of the Joint Venture to prepare a certified
liquidation statement of the Joint Venture which shall contain:

                           (i) a summarized statement of receipts and
disbursements;

                           (ii) a statement of the debts and liabilities of the
Joint Venture owing to each Member;

                           (iii) a determination of the Capital Account of each
Member;

                           (iv) an allocation among the Members of all gains or
losses realized on the liquidation of the property and assets of the Joint
Venture; and

                           (v) an allocation of any tax benefits among the
Members.

Each Member agrees to prepare its financial statements and to prepare and file
all tax returns required to be filed by it in accordance with the liquidation
statement prepared by the independent auditors of the Joint Venture.

         8.9 MANDATORY SALE PROCEDURES.

                  (a) AMOUNT. The Purchase Price payable by the Purchasing
Member for the Interest of the Selling Member in the Joint Venture (the
"Purchase Price") shall be an amount equal to 100% of the net book value of the
Selling Member's Interest in the Joint Venture as determined pursuant to GAAP as
of the date of the Purchase Notice ("Book Value") and paid in equal quarterly
installments over a period of five years commencing on the Closing Date, plus
interest on such amount from the Closing date at the Reference Rate.

                  (b) CLOSING -- GENERALLY. The purchase and sale of the Selling
Member's Interest in the Joint Venture shall be consummated (the "Closing") at
the office of the Purchasing Member's counsel, on the date which is 30 days
following the receipt by the Selling Member of the Purchaser Notice.

                  (c) CLOSING -- SELLING MEMBER DELIVERIES. At the Closing, the
Selling Member shall deliver to the Purchasing Member the following duly
executed documentation, in form acceptable to the purchasing Member acting
reasonably:

                           (i) an assignment of its Interest in the Joint
Venture;

                           (ii) the resignation of each of its designees as
Directors of the Management Committee and as Executive Officers of the Joint
Venture;

                           (iii) a representation and warranty by the Selling
Member that its Interest in the Joint Venture is free and clear of all liens,
mortgages, pledges, charges, security interests, restrictions or encumbrances
whatsoever, which representation and warranty shall survive Closing and shall
continue forever;

                           (iv) a general release of all claims against the
Joint Venture or the Purchasing Member by the Selling Member in respect of the
Joint Venture except for claims arising from the unauthorized actions of the
Purchasing Member in respect of the Joint Venture which have not been disclosed
to the Selling Member; and

                           (v) such other documentation as the attorneys for the
Purchasing Member may require, acting reasonably, in order to vest in the
Purchasing Member full right, title and interest in and to the Interest of the
Selling Member in the Joint Venture and to reflect

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<PAGE>

the assignment and transfer of the interest of the Selling Member in all of the
underlying assets of the Joint Venture, including, without limitation, the
interest in the Vessel.

                  (d) CLOSING -- PURCHASING MEMBER DELIVERIES. At the Closing,
the Purchasing Member shall pay the Selling Member the Purchase Price for the
Interest of the Selling Member in the Joint Venture by means of immediately
available funds for the cash portion of the Purchase Price and by means of a
promissory note with respect to the deferred portion of the Purchase Price and
the Purchasing Member shall deliver to the Selling Member the following duly
executed documentation in a form acceptable to the Selling Member, acting
reasonably:

                           (i) an indemnity of the Joint Venture and the
Purchasing Member indemnifying the Selling Member against any claims arising
from the conduct of the business of the Joint Venture from and after the time of
Closing; and

                           (ii) a general release of all claims against the
Selling Member by the Joint Venture or the Purchasing Member in respect of the
Joint Venture except for claims arising from the unauthorized actions of the
Selling Member in respect of the Joint Venture which have not been disclosed to
the Purchasing Member.

                  (e) At the Closing, the Selling Member shall repay to the
Joint Venture or the Purchasing Member, as the case may be, any amounts owing to
such parties, and the Joint Venture or the Purchasing Member, as the case may
be, shall repay to the Selling Member any amounts owing to it, which repayments
may occur as a set off of the respective amounts. If the amounts owed to the
Purchasing Member by the Selling Member and the Joint Venture exceed the amount
owed by the Purchasing Member to such parties, the Purchasing Member may reduce
the amount of the Purchase Price by such excess amount.

                                   ARTICLE 9

                       OUTSIDE ACTIVITIES; CONFIDENTIALITY

         9.1 OUTSIDE ACTIVITIES.

                  (a) Except as otherwise expressly provided in this Article 9,
any Member or Affiliate thereof may engage in or possess any interest in any
business, and may do so through itself or through any other business venture of
any nature independently or with others, and neither the Joint Venture nor any
other Member shall have any right by virtue of this Agreement in or to such
Member's business or its other ventures or in or to any income or profits
derived therefrom.

                  (b) For as long as the Joint Venture exists, and except as
described herein, no Member or Affiliate thereof may, directly or indirectly
(except through the Joint Venture), engage (or possess any interest in any
business or venture that engages), in the Business within the geographical zone
as described herein as the greater San Diego and Los Angeles metropolitan areas.

                  (c) This Agreement shall not be deemed to create any duties
other than as expressly provided for herein or imposed by applicable law, nor
shall its existence be deemed to alter the legal duties and obligations that any
Member or any Affiliate has to the other Members or their Affiliates as to
matters outside the scope of this Agreement.

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<PAGE>

         9.2 DUTIES OF MEMBERS. The fiduciary duties of Members shall not
restrict any Member or Affiliate from:

                  (a) engaging in conduct not expressly prohibited by Article 9;
or

                  (b) acting to prevent the Joint Venture from engaging in an
activity that is outside the scope of the Business;

whether or not such Member or Affiliate is motivated in whole or in part by a
desire to further the interests of a Person other than the Joint Venture.

         9.3 CONFIDENTIAL INFORMATION.

                  (a) Each Member shall, and shall cause each of its Affiliates,
and its and their respective partners, shareholders, directors, officers,
employees and agents (collectively, "Representatives") to keep secret and retain
in strictest confidence, except as provided in subsection (c) hereof, any and
all Confidential Information and shall not distribute, disseminate or disclose
such Confidential Information, and shall cause its Representatives not to
distribute, disseminate or disclose such Confidential Information, except to (i)
the Joint Venture and its respective agents on a need-to-know basis or (ii) any
Member or any of their respective Affiliates or other Representatives on a
"need-to-know" basis in connection with the transactions leading up to and
contemplated by this Agreement and the operation of the Joint Venture, or (iii)
any other Person on a "need to know" basis in connection with this Agreement or
the operation of the Joint Venture that agrees in writing to keep in confidence
such Confidential Information in accordance with the terms of this Article 9.3;
and such Member disclosing Confidential Information pursuant to this Article 9.3
shall use, and shall cause its Affiliates and other Representatives or Persons
to use, such Confidential Information only for the benefit of the Joint Venture
in conducting the Business or for any other specific purposes for which it was
disclosed to such party; provided that the disclosure of financial statements
of, or other information relating to, the Joint Venture shall not be deemed to
be the disclosure of Confidential Information (A) to the extent that any Member
is required by law, GAAP or a Governmental Body that regulates it to disclose
such financial statements or other information or (B) to the extent that in
order to sustain a position taken for tax purposes, any Member deems it
necessary and appropriate to disclose such financial statements or other
information. All Confidential Information disclosed in connection with the Joint
Venture or pursuant to this Agreement shall remain the property of the Person
whose property it was prior to such disclosure.

                  (b) No Confidential Information regarding the plans or
operations of any Member or any Affiliate thereof received or acquired by or
disclosed to any other Member or Affiliate thereof in the course of the conduct
of Business, or otherwise as a result of the existence of the Joint Venture, may
be used by such other Member or Affiliate thereof for any purpose other than for
the benefit of the Joint Venture in conducting the Business.

                  (c) In the event that a Member or anyone to whom a Member
transmits any Confidential Information becomes legally compelled (by oral
questions, interrogatories, requests for information or documents, subpoena,
investigative demand, similar process or request) to disclose any of the
Confidential information, such Member will use its best efforts to provide the
other Members and the Joint Venture with prompt written notice prior to
disclosure (not less than 24 hours) so that the other Members and the Joint
Venture may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement in the event

                                       31
<PAGE>

that such protective order or other remedy is not obtained, or that the Joint
Venture and the other Members waive compliance with the provisions of this
Article 9.3, the Member or Person who is compelled to disclose such Confidential
Information will furnish only that portion of the Confidential Information which
(based on the advice of counsel) it is legally required to disclose and will
exercise its best efforts to obtain reliable assurance that protective treatment
will be accorded the Confidential Information.

                  (d) Each Member who ceases to be such will, and will cause its
Affiliates and Representatives to, maintain the confidentiality required by this
Article 9.3 and to destroy or return upon request, all documents and other
materials, and all copies thereof, obtained by such Member or on its behalf from
either the Joint Venture or the other Members or any of their Affiliates in
connection with the transactions leading up to and contemplated by this Joint
Venture. The obligations under this Article 9.3 shall survive the termination of
the Joint Venture for a period of ten years or, if shorter, the maximum period
permitted by applicable law.

                  (e) To the fullest extent permitted by law, if a Member or any
of its Affiliates or Representatives breaches, or threatens to commit a breach
of, this Article 9.3, the other Member and the Joint Venture shall have the
right and remedy to have this Article 9.3 specifically enforced, it being
acknowledged and agreed that money damages will not provide an adequate remedy
to such other Member or the Joint Venture. Nothing in this Article 9.3 shall be
construed to limit the right of any Member or the Joint Venture to collect money
damages in the event of breach of this Article 9.3.

                                   ARTICLE 10

                                 INDEMNIFICATION

         10.1 LIMITATION OF LIABILITY. A Director, CEO or Executive Officer of
the Joint Venture shall perform his duties as such in good faith, in a manner he
reasonably believes to be in the best interest of the Joint Venture and the
Members, and with such care as an ordinarily prudent person in a like position
would use under similar circumstances. A Director, CEO or Executive Officer who
so performs his duties shall not have any liability by reason of being or having
been a Director, CEO or Executive Officer of the Joint Venture. The Directors,
CEO and Executive Officers shall not be liable, responsible or accountable in
damages or otherwise to the Joint Venture or any Member for any action taken or
failure to act on behalf of the Joint Venture within the scope of authority
conferred on the Directors, CEO and Executive Officers under this Agreement or
the Act, except where the claim at issue is based on the fraud, gross negligence
or bad faith of the Directors, CEO or Executive Officers.

         10.2 INDEMNIFICATION: PROCEEDING OTHER THAN BY JOINT VENTURE. The Joint
Venture shall indemnify any Member, Affiliate of a Member, member of the
Management Committee or Executive Officer and may indemnify any other Person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the Joint Venture, by
reason of the fact that he is or was a Member, officer, employee or agent of the
Joint Venture, or is or was serving at the request of the Joint Venture as a
manager, member, director, officer, employee or agent of another limited
liability company, corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the

                                       32
<PAGE>

action, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Joint
Venture, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contender or its equivalent, does not, of itself, create a
presumption that the Person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Joint
Venture, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         10.3 INDEMNIFICATION: PROCEEDING BY JOINT VENTURE. The Joint Venture
may indemnify any Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Joint Venture to procure a judgment in its favor by reason of the fact
that he is or was a Member, officer, employee or agent of the Joint Venture, or
is or was serving at the request of the Joint Venture as a manager, member,
director, officer, employee or agent of another limited liability company,
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Joint Venture.
Indemnification may not be made for any claim, issue or matters as to which such
a Person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the Joint Venture or for
amounts paid in settlement to the Joint Venture, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the Person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         10.4 MANDATORY INDEMNIFICATION. To the extent that a Member, officer,
employee or agent of the Joint Venture requests indemnification pursuant to
Article 10.2 or has been successful on the merits or otherwise in defense of any
action, suit or proceeding described in Articles 10.2 and 10.3, or in defense of
any claim, issue or matter therein, he must be indemnified by the Joint Venture
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.

         10.5 AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
Article 10.3, unless ordered by a court or advanced pursuant to Article 10.4,
may be made by the Joint Venture only as authorized in the specific case upon a
determination that indemnification of the Member, officer, employee or agent is
proper in the circumstances.

         10.6 MANDATORY ADVANCEMENT OF EXPENSES. The expenses of Members and
officers incurred in defending a civil or criminal action, suit or proceeding
must be paid by the Joint Venture as they are incurred and in advance of the
final disposition of the action, suit or proceeding, if such indemnification is
being provided pursuant to Article 10.2 or upon receipt of an undertaking by or
on behalf of the Member or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the Joint Venture. The provisions of this Article 10.6 do not
affect any rights to advancement of expenses to which personnel of the Joint
Venture other than Members or officers may be entitled under any contract or
otherwise.

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<PAGE>

         10.7 EFFECT AND CONTINUATION. The indemnification and advancement of
expenses authorized in or ordered by a court pursuant to this Article 10:

                  (a) Does not exclude any other rights to which a Person
seeking indemnification or advancement of expenses may be entitled under any
limited liability company agreement, vote of Members, or otherwise, for either
an action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a court
pursuant to Article 10.4 for the advancement of expenses made pursuant to
Article 10.6, may not be made to or on behalf of any Member or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

                  (b) Continues for a Person who has ceased to be a Member,
officer, employee or agent and inures to the benefit of his heirs, executors and
administrators.

         10.8 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS. The Joint Venture may
purchase and maintain insurance or make other financial arrangements on behalf
of any Person who is or was a Member, officer, employee or agent of the Joint
Venture, or is or was serving at the request of the Joint Venture as a manager,
member, director, officer, employee or Agent of another limited liability
company, corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against him and liability and expenses incurred by him in
his capacity as a Member, director, officer, employee or agent, or arising out
of his status as such, whether or not the Joint Venture has the authority to
indemnify him against such liability and expenses.

         10.9 LIMITATION ON LIABILITY. The liability of Viejas hereunder, except
with respect to the amounts to be paid by it in accordance with Sections 3.5(i),
4.4(c), 5.1 and 5.3 of this Agreement, to the Joint Venture and to the other
Members, collectively, shall not exceed the value of its Interest in the Joint
Venture.

         10.10 NOTICE OF INDEMNIFICATION AND ADVANCEMENT. Any indemnification
of, or advancement of expenses to, a Member or officer in accordance with this
Article 10, if arising out of a proceeding by or on behalf of the Joint Venture,
shall be reported in writing to the Members with or before the notice of the
next Members' meeting.

         10.11 REPEAL OR MODIFICATION. Any repeal or modification of this
Article 10 by the Members of the Joint Venture shall not adversely affect any
right of a Member or officer of the Joint Venture existing hereunder at the time
of such repeal or modification.

                                   ARTICLE 11

          INSPECTION OF JOINT VENTURE RECORDS; ANNUAL AND OTHER REPORTS

         11.1 RECORDS TO BE KEPT. The Joint Venture shall keep at its registered
office:

                  (a) A current list of the full name and last known business,
resident or mailing address of each Member and its designated Directors
separately identifying the Members in alphabetical order and the Directors in
alphabetical order;

                  (b) Copies of this Agreement, and all amendments hereto;

                  (c) Copies of the Joint Venture's income tax returns and
reports, if any, for the 3 most recent years; and

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<PAGE>

                  (d) Copies of any financial statements of the Joint Venture
for the 3 most recent years.

         11.2 INSPECTION OF JOINT VENTURE RECORDS. The accounting books and
records, the records of the Management Committee, and any other records
maintained by the Joint Venture shall be open to inspection upon the request of
any Member at any reasonable time during usual business hours. Such inspection
by a Member may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts. The requesting Member
shall bear all expenses incurred in connection with any examination made for
such Member.

         11.3 FINANCIAL REPORTS. The Joint Venture shall within 45 days after
the close of each fiscal quarter and within 90 days after the close of each
fiscal year, deliver or mail to the Members the quarterly financial statements
and annual financial statements, respectively, of the Joint Venture. The Joint
Venture shall also prepare abbreviated monthly financial reports with respect to
the Joint Venture and provide such reports to the Members within 15 days after
the end of each month. A copy of any such statements shall be kept on file in
the principal executive office of the Joint Venture and shall be exhibited at
all reasonable times to any Member demanding an examination of them or a copy
shall be mailed to such Member. The quarterly income statements and balance
sheets referred to in this Article shall be accompanied by the report thereon,
if any, of any independent accountants engaged by the Joint Venture. The annual
financial statements of the Joint Venture shall be audited and shall be
accompanied by a report from the independent auditors.

         11.4 JOINT VENTURE AUDITORS. The initial auditors for the Joint Venture
shall be Grant Thornton, LLP, or such other independent public accounting firm
of national standing selected by Commodore, with Proturo's and Viejas'
reasonable approval.

                                   ARTICLE 12

                              DEFAULTS AND REMEDIES

         12.1 DEFAULTS. An Event of Default shall occur if a Member commits an
act described in Article 8.2 as being an act of a Defaulting Member or
materially defaults in the performance of its obligations, covenants or
representations and warranties under this Agreement, and such default is not
cured within 30 days after notice of such default is given by a Member to the
Defaulting Member, or action has not been taken to begin curing such Default
within such 30-day period and such cure is being diligently pursued, if the
Default is not reasonably capable of being cured within 30 days.

         12.2 REMEDIES. Upon the occurrence of an Event of Default, the
non-defaulting Member shall have the right, in addition to all other rights and
remedies provided herein (including rights under Article 8.3), to pursue any and
all available legal and equitable remedies under Article 13 on behalf of itself
or the Joint Venture or elect to dissolve the Joint Venture pursuant to Article
8.2, or both.

         12.3 NO WAIVER. No consent or waiver, express or implied, by a Member
to or of any breach or default by another Member in the performance by such
other Member of its obligations under this Agreement shall constitute a consent
to or waiver of any similar breach or default by such Member. Failure by a
Member to complain of any act or omission to act by another Member, or to

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<PAGE>

declare such other Member in default, irrespective of how long such failure
continues, shall not constitute a waiver by such Member of its rights under this
Agreement.

                                   ARTICLE 13

                               DISPUTE RESOLUTION

         13.1 DISPUTES. Except for actions described in Article 4.4(b) or as
expressly otherwise provided in this Agreement, any and all claims, disputes,
controversies, and other matters in question (whether contractual or
non-contractual) arising out of or relating to this Agreement, or the formation,
validity, binding effect, applicability, scope, interpretation, construction,
modification, performance, breach, termination, or enforcement thereof
(including all such issues pertaining to this subsection) (singly, the "Dispute"
and collectively, the "Disputes") shall be resolved by alternative dispute
resolution in accordance with this Article 13.

         13.2 ARBITRATION.

                  (a) COMPULSORY ARBITRATION. All Disputes shall be settled
exclusively by final and binding arbitration in accordance with this Article
13.2 (Arbitration). Except as provided in Section 13.2(b), judgment upon the
award may be entered, at the option of the respondent, in any court sitting in
Miami, Florida or San Diego, California. If a petition to recognize or enforce
an award is brought in a court other than one chosen by the respondent, the
petitioner will not oppose any motion or other action that may be taken to
remove the action to a court sitting in Miami, Florida or San Diego, California,
as the case may be.

                  (b) LIMITATION ON LIABILITY. Except with respect to
arbitration or litigation arising out of Disputes concerning the amounts to be
paid by Viejas in accordance with Sections 3.5(i), 4.4(c), 5.1 and 5.3 of this
Agreement, no arbitration award rendered against Viejas or judgment entered
against Viejas with respect to this Agreement may exceed the value of its
Interest in the Joint Venture. Any award or judgment that violates the foregoing
limitation shall be void and unenforceable as to any such excess. Except with
respect to arbitration or litigation arising out of disputes concerning the
amounts to be paid by Viejas in accordance with Sections 3.5(i), 4.4(c), 5.1 and
5.3 of this Agreement, no judgment against Viejas with respect to this Agreement
may be satisfied from, against, or out of any asset of Viejas other than its
Interest in the Joint Venture.

                  (c) ARBITRATION TRIBUNAL, RULES, AND ADMINISTRATION. The sole
arbitrator or the panel of arbitrators constituted for the resolution of the
Dispute will be called the "Arbitration Tribunal." Except as otherwise provided
in this Article, the arbitration proceeding (the "Arbitration Case") will be
administered by the American Arbitration Association (the "Case Administrator")
and conducted by the Arbitration Tribunal in substantial accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in
effect (the "Procedural Rules"). In the event of any conflict between the
Procedural Rules and this Article 13.2 (Arbitration), the provisions of this
Article 13.2 (Arbitration) will control.

                  (d) CONDITIONS PRECEDENT TO ARBITRATION. A party may initiate
arbitration at any time after a Dispute arises.

                  (e) INITIATION OF ARBITRATION CASE. The Arbitration Case must
be initiated by the initiating party (the "Petitioner") in accordance with the
Procedural Rules by giving to the other party (the "Respondent") in a demand for
arbitration ("Petitioner's Demand") written notice of the Dispute and
Petitioner's claim.

                                       36
<PAGE>

                  (f) APPOINTMENT OF ARBITRATION TRIBUNAL BY PARTIES OR
APPOINTING AUTHORITY. In Petitioner's Demand, the Petitioner shall select 1
neutral arbitrator from the panel or roster of arbitrators established and
maintained by the Appointing Authority. Within 10 days of receipt of
Petitioner's Demand, the Respondent shall mail or deliver to the Petitioner and
the Appointing Authority an answering statement to Petitioner's Demand in which
the Respondent answers Petitioner's Demand and selects 1 neutral arbitrator from
the panel or roster of arbitrators established and maintained by the Appointing
Authority. If no answering statement is mailed or delivered within the stated
time, the claim set forth in Petitioner's Demand is deemed denied by the
Respondent and the Appointing Authority shall select the second neutral
arbitrator. Within ten days of receipt of notice of their selection as
arbitrators, the 2 arbitrators shall select a third neutral arbitrator. If the 2
arbitrators do not agree upon the third arbitrator within the stated time, the
Appointing Authority shall select the third neutral arbitrator. The 3 neutral
arbitrators so selected will constitute the Arbitration Tribunal. Unless the
parties otherwise mutually agree, if Petitioner's Demand names 2 or more parties
as Petitioner or 2 or more parties as Respondent, the Appointing Authority shall
appoint all 3 members of the Arbitration Tribunal. The Appointing Authority has
the exclusive right and power to resolve any Dispute arising out of or related
to the appointment of the Arbitration Tribunal. In this regard, in addition to
any other action it deems just and equitable in order to resolve any such
Dispute, the Appointing Authority may appoint an arbitrator or arbitrators to
serve in place of any arbitrator or arbitrators selected by the Petitioner or
the Respondent. The American Arbitration Association is designated as the
Appointing Authority.

                  (g) QUALIFICATIONS OF ARBITRATORS. Each member of the
Arbitration Tribunal must be independent, impartial, neutral and have experience
in the subject matter of the Dispute. At least one member of the Arbitration
Tribunal must be actively engaged in or retired from the practice of law, or a
retired member of the state or federal judiciary, and must have at least ten
years' experience in resolving disputes in the area of law directly related to
the subject matter of the Dispute. Subject to the terms of this Agreement, the
Arbitration Tribunal will be the judge of its own qualifications and
jurisdiction.

                  (h) INTERIM MEASURES. The Arbitration Tribunal may grant and
order such interim, provisional, ancillary, and special remedies and relief as
it deems just and equitable and necessary or desirable under the circumstances
including, without limitation, protective orders, sanctions for abuse or
frustration of the arbitration process, temporary restraining orders,
preliminary injunctions, attachment, sequestration, specific performance, and
the appointment of a receiver. Such interim measures may be taken in the form of
an interim award. The Arbitration Tribunal may require security for the payment
of costs and damages. A request for interim measures by a party to a court shall
not be deemed incompatible with this Article 13 or a waiver of that party's
right to arbitrate. Without limiting the generality of the foregoing provisions,
a party may seek interim relief from the Arbitration Tribunal or from the
appropriate court having jurisdiction for a breach or threatened breach of
Article 9.3 (Confidential Information).

                  (i) PRE-HEARING CONFERENCE. A pre-hearing conference will be
held and conducted by the Arbitration Tribunal within 30 days of its appointment
for the purpose of expediting the Arbitration Case, directing and controlling
the exchange of information, and setting the date for the opening of the
hearing.

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<PAGE>

                  (j) EXCHANGE OF INFORMATION. Consistent with the expedited
nature of arbitration, the Arbitration Tribunal will direct and control the
scope and timing of the exchange of information between the parties and will
take such steps as it deems necessary or desirable to avoid delay and achieve a
just, speedy, and cost-effective resolution of the Dispute. The Arbitration
Tribunal may order (i) the production of documents and other information and the
entry upon designated land or other property, and (ii) the identification of
witnesses to be called. When the demands of justice require such extraordinary
measures and upon good cause shown, the Arbitration Tribunal may order the
taking of the testimony of any Person, including a party, by deposition upon
oral examination or upon written questions, or the propounding of
interrogatories, but no party is entitled to conduct discovery of this nature as
a matter of right. At least ten days prior to the hearing, the parties shall
exchange copies of all exhibits they intend to submit at the hearing and final
witness lists. The Arbitration Tribunal has the exclusive right and power to
resolve all Disputes related to the exchange of information.

                  (k) LANGUAGE AND LOCALE. The Arbitration Case will be
conducted in the English language in either San Diego County, California or
Miami-Dade or Broward County, Florida, at the option of the responding party.

                  (l) OPENING AND CLOSING OF HEARING; TIME OF AWARD. The hearing
will be opened within 60 days of the initial pre-hearing conference and will be
closed within 60 days of the opening of the hearing. To secure a just, speedy,
and cost-effective resolution of the Dispute and for good cause, the Arbitration
Tribunal may shorten or lengthen the time for opening or closing the hearing.
Unless the parties otherwise agree, the Arbitration Tribunal shall render the
award within 30 days from the date of closing of the hearing. The failure of the
Arbitration Tribunal to render the award within that time will not deprive the
Arbitration Tribunal of its jurisdiction or authority to render the award.

                  (m) FORM OF AWARD. The award will be written in the English
language and signed by a majority of the members of the Arbitration Tribunal.
The Arbitration Tribunal will provide a concise, written breakdown of the award.
If requested in writing by the parties prior to the opening of the hearing, or
if the Arbitration Tribunal believes it is appropriate to do so, the Arbitration
Tribunal will also provide a concise, written explanation of the award not
exceeding 5 pages in length. Detailed findings of fact and conclusions of law
and a reasoned opinion in the form of a judicial opinion are not required and
will not be provided.

                  (n) GOVERNING LAW. The Arbitration Case shall be governed by
the United States Arbitration Act, 9 U.S.C. ss.ss. 1 - 16 and the substantive
governing law designated by the parties to this Agreement without regard to
conflicts of laws principles. In the absence of any such designation, the
Arbitration Tribunal may apply such law or laws as it considers appropriate.

                  (o) SCOPE OF AWARD; PUNITIVE DAMAGES. The Arbitration Tribunal
may grant any remedy or relief that it deems just and equitable and not outside
of the scope of this Agreement, including, but not limited to, specific
performance and other equitable relief. The Arbitration Tribunal is not
empowered to and may not award punitive damages.

                  (p) ASSESSMENT OF FEES, COMPENSATION, AND EXPENSES. Unless the
parties have otherwise agreed to bear such costs equally or in some other
manner, the Arbitration Tribunal, in the award, will allocate and assess against
the parties in such manner as it deems just and equitable the fees,
compensation, and expenses of the Arbitration Tribunal, the Case

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<PAGE>

Administrator, and the Appointing Authority. Except as otherwise provided in
this subsection or the following subsection, all other costs and expenses
incurred in connection with resolution of the Dispute or Disputes shall be borne
by the party that incurs such costs and expenses.

                  (q) ATTORNEYS' FEES. The Arbitration Tribunal shall provide in
the award for the recovery of all or part of a prevailing party's reasonable
attorneys' fees incurred in connection with resolution of the Dispute from the
date of inception thereof through enforcement and collection of the award in
accordance with Article 14.5 of this Agreement. In addition, the Arbitration
Tribunal may award reasonable attorneys' fees to a party (whether or not the
party prevails on the merits of the Dispute) if the Arbitration Tribunal finds
and concludes that the party participated in good faith in the manner
contemplated by this Agreement in the Arbitration Case and other alternative
dispute resolution procedures described in this Article 13 and that the other
party materially breached its obligations under this Article 13.

                  (r) INTEREST. The Arbitration Tribunal may provide in the
award for the recovery of pre-award interest and post-award interest on such
principal amounts and at such rates and from such date or dates as the
Arbitration Tribunal may deem just and equitable. Interest on any judgment
entered upon the award will accrue from the date of entry of judgment at the
judgment rate prescribed by applicable law.

                  (s) FINALITY OF AWARD. The award shall be final and binding on
the parties. The award may be vacated, modified, or corrected and an appeal may
be taken only as provided in the Procedural Rules and the United States
Arbitration Act, 9 U.S.C. /sections/ 1 - 16.

                  (t) CONFIDENTIALITY. The parties, the Arbitration Tribunal,
the Appointing Authority, and the Case Administrator shall treat the proceedings
of the Arbitration Case including, without limitation, the award and decisions
of the tribunal, the testimony of witnesses, the documentary evidence exchanged,
offered, or introduced, and other papers and data related thereto, as
confidential. Upon request of any party, each party agrees to execute prior to
the exchange of any information a confidentiality agreement in form and
substance satisfactory to the Arbitration Tribunal that restricts disclosure of
confidential information during and after the conclusion of the Arbitration
Case, subject to disclosure required by the federal securities laws.

                                   ARTICLE 14

                                  MISCELLANEOUS

         14.1 TERM. The existence of the Joint Venture shall be for a period of
10 years from the date of the filing of its certificate of formation with the
Delaware Secretary of State.

         14.2 AMENDMENTS. This Agreement may be amended only by the affirmative
vote of all the Members. Any such amendment shall be in writing, duly executed
by all the Members.

         14.3 FINDERS. Each Member represents that no person has acted as finder
in connection with the Joint Venture and each agrees to indemnify the others
with respect to any claim for any finder's fee as a result of the transactions
contemplated hereby. In the event of any claim for a fee made by Malcolm Harris,
Proturo shall be responsible for such fee and shall indemnify Commodore and
Viejas with respect to such claim.

         14.4 NATURE OF MEMBERSHIP INTEREST; AGREEMENT IS BINDING UPON
SUCCESSORS. A membership interest is personal property. A Member shall have no
interest in any specific property of the Joint Venture except to the extent such
interest is evidenced by a separate

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<PAGE>

agreement between such Member and the Joint Venture. The successor of any Member
shall be bound by the provisions of this Agreement, including without
limitation, Article 7.

         14.5 TITLE TO PROPERTY. Title to all Joint Venture property shall be
held in the name of the Joint Venture. Except as otherwise permitted by this
Agreement, no Member shall have the right, and each Member does hereby agree
that it shall not seek, to cause a partition of the Joint Venture's property
whether by court action or otherwise.

         14.6 ATTORNEY FEES. In the event that any dispute between the Joint
Venture and the Members or among the Members should result in litigation or
arbitration, the prevailing party in such dispute shall be entitled to recover
from the other party all reasonable fees, costs and expenses of enforcing any
right of the prevailing party, including without limitation, reasonable
attorneys' fees and expenses, all of which shall be deemed to have accrued upon
the commencement of such action and shall be paid whether or not such action is
prosecuted to judgment as long as the recipient is a prevailing party as defined
herein. Any judgment or order entered in such action shall contain a specific
provision providing for the recovery of attorney fees and costs incurred in
enforcing such judgment and an award of prejudgment interest from the date of
the breach at the maximum rate of interest allowed by law. For the purposes of
this Article: (a) attorney fees shall include, without limitation, fees incurred
in the following: (i) post-judgment motions; (ii) contempt proceedings; (iii)
garnishment, levy, and debtor and third party examinations; (iv) discovery; and
(v) bankruptcy litigation; and (b) prevailing party shall mean the party who is
determined in the proceeding to have prevailed or who prevailed by dismissal,
default or otherwise.

         14.7 VENUE, JURISDICTION; SERVICE OF PROCESS. In any action or
proceeding arising out of or relating to this Agreement (an "Action"), each of
the Members hereby irrevocably submits to the exclusive jurisdiction of any
federal or state court sitting in either San Diego, California or Miami, Florida
(the "Forum"). The defendant in any such Action shall have the right, which
shall not be opposed by the other party, to remove the Action to any of the
courts mentioned above which has subject matter jurisdiction. Each party hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of any Action in the Forum. Each
Member hereby irrevocably agrees to accept service of process at its address as
set forth on SCHEDULE 2 to this Agreement. Service on any Member, when delivered
by certified or registered mail, return receipt requested, shall be good and
valid service on each Member and, accordingly, each Member does hereby waive, to
the extent permitted by applicable law, any and all defenses or immunities that
may otherwise exist to the effectiveness of such service. Viejas hereby waives
its sovereign immunity with respect to any Action arising under this Agreement
or any other agreement contemplated hereby, including immunity from unconsented
suit and its rights, if any, to require exhaustion of tribal court remedies.
Viejas further waives any rights it may have under any treaties to which it is a
party, which rights are in conflict with any provision of this Agreement. It is
understood and agreed that this provision for jurisdiction, venue, service of
process and waiver of immunities and rights under treaties is part of the
consideration given by each Member and relied upon by each Member in connection
with the execution of this Agreement.

         14.8 SEAL. The Members may adopt a seal of the Joint Venture in such
form as the Members shall decide.

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<PAGE>

         14.9 ENTIRE AGREEMENT. This Agreement, including the exhibits and
schedules hereto, constitutes the entire agreement among the Members with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, representations, and understandings of the parties,
including the letter agreements between Commodore and Viejas dated February 17,
1999, April 16, 1999 and June 24, 1999. No party hereto shall be liable or bound
to the other in any manner by any warranties, representations or covenants with
respect to the subject matter hereof except as specifically set forth herein.

         14.10 THIRD PARTIES. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided herein or in the Exhibits hereto.

         14.11 GOVERNING LAW. This Agreement shall be governed by and construed
under the substantive laws of the State of New York, without regard to New York
choice of law provisions.

         14.12 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and shall become
effective when there exist copies hereof which, when taken together, bear the
authorized signatures of each of the parties hereto. Only one such counterpart
signed by the party against whom enforceability is sought need be produced to
evidence the existence of this Agreement.

         14.13 TITLES AND SUBTITLES; FORM OF PRONOUNS; CONSTRUCTION AND
DEFINITIONS. The titles of the sections and paragraphs of this Agreement are for
convenience only and are not to be considered in construing this Agreement. All
pronouns used in this Agreement shall be deemed to include masculine, feminine
and neuter forms, the singular number includes the plural and the plural number
includes the singular. Unless otherwise specified, references to Articles or
Articles are to the Articles or Articles in this Agreement. Unless the context
otherwise requires, the term "including" shall mean "including, without
limitation."

         14.14 SEVERABILITY. If one or more provisions of this Agreement are
held by a proper court to be unenforceable under applicable law, portions of
such provisions, or such provisions in their entirety, to the extent necessary
and permitted by law, shall be severed herefrom, and the balance of this
Agreement shall be enforceable in accordance with its terms.

         14.15 COSTS. Each Member, and its respective Affiliates, shall bear its
own costs (including legal and accounting fees) in connection with the
transactions leading up to, and the negotiating and entering into, this
Agreement.

         IN WITNESS WHEREOF, the Members of CORONADO SEAS, LLC have executed
this Amended and Restated Operating Agreement as of the day set forth on the
first page of this Agreement.

                                       COMMODORE DAY CRUISES LIMITED, a
                                       Bermuda Corporation

                                       By:     /s/ Jeffrey I. Binder
                                               ---------------------------------

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<PAGE>

                                               Name:      Jeffrey I. Binder
                                               Title:     Chairman of the Board

                                       PROMOCIONES TURISTICAS DE
                                       ROSARITO, S.A. DE C.V.,
                                       a Mexican corporation

                                       By:     /s/ Angel R. Calzada
                                               ---------------------------------
                                               Name:      Angel R. Calzada
                                               Title:     Attorney in Fact

                                       VIEJAS BAND OF KUMEYAAY INDIANS,
                                       a federally recognized Indian Tribe

                                       By:     /s/ Steven F. TeSam
                                               ---------------------------------
                                               Name:      Steven F. TeSam
                                               Title:     Vice-Chairman

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