<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED


ADDENDUM TO THE LEASE AGREEMENT FOR COMMERCIAL USE PROPERTY ENTERED INTO, ON ONE
HAND, BY IMPULSORA TURISTICA DE OCCIDENTE, S.A. DE C.V., AS OWNER OF THE
PROPERTY, HEREIN REPRESENTED BY MR. BERNARDO DOMINGUEZ CERECERES, HEREINAFTER
REFERRED TO AS THE "LESSOR", AND, ON THE OTHER, BY HOTELERA QUALTON, S.A. DE
C.V., HEREIN REPRESENTED BY MR. JORGE LOPEZ NUNEZ, HEREINAFTER REFERRED TO AS
THE "LESSOR", IN ACCORDANCE WITH THE FOLLOWING RECITALS AND ARTICLES:

                                    RECITALS:

LESSOR declares through its legal representative that:

1. It is a commercial company legally incorporated pursuant to Mexican law, as
evidenced by public deed number 4497 dated January 2, 1979, passed before the
faith of Mr. Luis Ramirez Orozco, Substitute Associate Notary to Notary Public
number 3 of the City of Guadalajara, State of Jalisco, under number 59 of the
matriculation book and 143 of book 3, second auxiliary tome 3 of the commerce
section.

2. Its corporate purpose includes, among others: "The operation, use and lease
of hotels, apartments, condominiums and residential homes or units, even those
that operate under the time-sharing scheme and of companies destined to provide
services such as restaurants, bars, night clubs, artisan commercial
establishments, jewelry, costume jewelry, antiques, perfume, gifts, decor and
other merchandise, commercial purchase and sales and commercial trading of all
kinds of movable and real estate


                                        1

<PAGE>


property for the fulfillment of their corporate purposes; and, in general, the
execution of all kinds of civil and commercial activities convenient to the
company and allowed by law that in one form or another facilitate and complement
the purposes of its administration."

3. It is free to make use of the possession of the property comprised of land
and constructions in the form of buildings as follows: towers A, B and C;
located on the plot of land marked with number 2 of zone 1, located in the hotel
zone "Prolongacion Los Tules" in Puerto Vallarta, Jalisco, subject matter of
this agreement and recorded at the Public Registry of Property and Commerce in
that City under record 950, of book 55, of section 1 at such Registry.

4. Its representative has the sufficient powers to act as its representative and
hereby obligate the Company, which were granted in public deed number 104,967
dated October 16, 1991, passed before the faith of Mr. Joaquin H. Caceres,
Notary Public number 21 of the Federal District and that such powers have not
been revoked or amended in any manner whatsoever.

LESSEE declares through its legal representative that:

1. It is a Commercial Company legally incorporated pursuant to Mexican law as
evidenced by public deed number 106,800 dated September 18, 1992, passed before
the faith of Mr. Joaquin Caceres y Ferraez, Notary Public number 21 in the
Federal District, which was recorded at the Public Registry of Property and
Commerce of the Federal District under commercial folio number 168939.


                                       2

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

2. Its corporate purpose includes, among others: "The purchase, sale, lease and
operation of hotels, motels, restaurants and related services, as well as
rendering administration and technical assistance services in the areas
described above."

3. Its representative has the sufficient powers to act as its representative,
which were granted in public deed number 17,463 dated May 19, 1998, before the
faith of Mr. Jorge Rios Hellig, Notary Public number 21 of the Federal District
and that such powers have not been revoked nor amended and that such powers have
not been limited to this date.


Both parties declare that:

1. On September 18, 1992, they executed a Lease Agreement of Commercial Use
Property, which they agree to extend through this Addendum, as set forth in
Article One of this Agreement:


                                 A R T I C L E S

ONE. Scope. LESSOR and LESSEE agree that the purpose of this agreement is to
extend the original term of the Lease Agreement to which both parties make
reference in the Recitals chapter.


                                       3

<PAGE>

TWO. Term. The parties agree that this Addendum shall come into force on *** and
shall remain in force until ***, in other words, the parties agree that this
Addendum shall extend the term of the original agreement by *** years.

THREE. The extension agreed to in this Agreement shall not supersede the main
obligation and shall not be deemed a novation or substitution. Therefore, each
and every one of the articles contained in the Lease Agreement for Commercial
Use Property on September 18, 1992 shall prevail and are inserted verbatim
herein. The contractual relationship is understood as the same relationship
established in the original agreement.

FOUR. Absence of Vices of Consent. The parties, being aware of the contents and
scope of this agreement and stating that in its execution they are free of
fraud, violence or any other vice of consent that may affect the validity, sign
two counterparts on August 1, 2000.


/s/ Bernardo Dominguez Cereceres             /s/ Jorge Lopez Nunez
----------------------------------.          ----------------------------------.
BERNARDO DOMINGUEZ CERECERES,                JORGE LOPEZ NUNEZ, LEGAL
LEGAL REPRESENTATIVE OF IMPULSORA            REPRESENTATIVE OF HOTELERA
TURISTICA DE OCCIDENTE, S.A. DE C.V.         QUALTON, S.A. DE C.V.


                                       4