EXHIBIT 10.4(c)




<PAGE>






                                              SUBSCRIPTION AGREEMENT



     September 30, 1996


Cinemark Mexico (USA), Inc.
7502 Greenville Avenue
Suite 800-LB9
Dallas, Texas  75231

Attention:  Lee Roy Mitchell, Vice Chairman

               Re:  Subscription for Common Stock of Cinemark Mexico (USA), Inc.

         1.  Subscription.  Subject  to the terms  and  conditions  hereof,  the
undersigned (the "Subscriber")  hereby irrevocably  subscribes for and agrees to
purchase  2,661,450  shares (the "Shares") of the common stock,  par value $.001
per share  (the  "Common  Stock"),  of  Cinemark  Mexico  (USA),  Inc.,  a Texas
corporation  (the  "Company"),  for which the  Subscriber  agrees to pay a total
purchase price of $10,000,000 in cash (the "Purchase  Price").  Unless otherwise
specifically noted, "dollars" or "$" shall mean United States dollars.

         2.  Conditions to the  Subscription.  The  Subscriber  understands  and
agrees  that  this  subscription  is made  subject  to the  following  terms and
conditions.

         (a) The  Company  reserves  the  absolute  right to  reject  any or all
tenders of the Purchase  Price that are not in proper form or the  acceptance of
which would, in the opinion of the Company's counsel,  be unlawful.  The Company
also reserves the right to waive any  irregularities  or conditions of tender as
to all or any part of the Purchase Price.

         (b) This  subscription  will  terminate  on  October  31,  1996  unless
accepted by the Company  before such date.  The  Subscriber  agrees to close the
transaction  contemplated  by this  subscription  agreement  (the  "Closing") on
September 30, 1996 or on such other date on or before October 31, 1996 specified
by the Company (the "Closing Date"). Upon acceptance of this subscription by the
Company,  the Company will deliver to the Subscriber a copy of this subscription
agreement duly executed by the Company.

         3. Payment for the Shares.  Upon acceptance of this subscription by the
Company,  the Subscriber shall be irrevocably and  unconditionally  obligated to
pay to the Company the full amount of the Purchase Price set forth above.



<PAGE>




         4.  Representations  and Warranties of the  Subscriber.  The Subscriber
understands  that this  subscription is being  conducted  pursuant to exemptions
from  registration  provided for in the  Securities Act of 1933, as amended (the
"Securities  Act"),  and state  securities  laws,  that it is entering into this
subscription  agreement  without  being  furnished  any offering  literature  or
prospectus,  that this  transaction  has not been approved or disapproved by the
Texas  State  Securities  Board or the United  States  Securities  and  Exchange
Commission or by any  administrative  agency charged with the  administration of
the  securities  laws of any state because of the nature of and the small number
of  persons  solicited  and  the  private  aspects  of the  offering,  that  all
documents,  records  and  books  pertaining  to this  investment  have been made
available to the  undersigned  and his  representatives,  including his attorney
and/or his  accountant,  and that the books and records of the  Company  will be
available upon reasonable  notice for inspection by investors during  reasonable
business hours at its principal  place of business,  and the  Subscriber  hereby
represents and warrants as follows:

         (a) The  Subscriber  confirms  that (i) it is duly  organized,  validly
existing and in good standing under the laws of the State of Texas;  (ii) it has
the  corporate  power  and  authority  to  execute,  deliver  and  perform  this
subscription  agreement;  (iii) it is able (A) to bear the economic  risk of its
investment,  (B) to hold the Shares for an indefinite period of time; and (C) to
afford a complete loss of its investment, and (iv) it is currently a shareholder
of the Company.

         (b) The  Subscriber  confirms  that it is an  "accredited  investor" as
defined in Rule 501 under the Securities Act of 1933.

         (c) The Subscriber  confirms that, in making this  subscription  it has
relied solely upon  independent  investigations  made by its  representative(s),
including  counsel and other advisors and that it and such  representatives  and
advisors  have been given the  opportunity  to ask  questions of, and to receive
answers from,  persons acting on behalf of the Company  concerning the terms and
conditions of this subscription.

         (d) The  Subscriber  accepts this  subscription  and the Shares  issued
hereunder solely for its own personal account, for investment purposes only, and
the  Shares  are  not  being  accepted  with  a  view  to  or  for  the  resale,
distribution,  subdivision or fractionalization  thereof; the undersigned has no
contract,  undertaking,  understanding,  agreement  or  arrangement,  formal  or
informal,  with any person to sell, transfer or pledge to any person the Shares;
the  undersigned  has  no  present  plans  to  enter  into  any  such  contract,
undertaking, agreement or arrangement; and the undersigned understands the legal
consequences  of the foregoing  representations  and  warranties to mean that it
must bear the economic risk of the investment  for an indefinite  period of time
because  the  Shares  have not been  registered  under the  Securities  Act and,
therefore,  cannot be sold unless  they are  subsequently  registered  under the
Securities  Act (which the Company is not obligated to do) or an exemption  form
such registration is available.

         (e) The  Subscriber  understands  that no federal  or state  agency has
passed on or made any recommendation or endorsement of the Common Stock and that
the  Company  is  relying  on the truth  and  accuracy  of the  representations,
declarations and warranties herein made by the


<PAGE>



Subscriber in offering the Common Stock without having first registered the same
under the Securities Act.

         (f) The  Subscriber  confirms  that it has been advised to consult with
its own attorney  regarding legal matters  concerning the Company and to consult
with independent tax advisors regarding the tax consequences of investing in the
Company.

         (g) The  Subscriber has not  authorized  any broker,  dealer,  agent or
finder to act on his behalf nor does the  Subscriber  have any  knowledge of any
broker,  dealer, agent or finder purporting to act on its behalf with respect to
this transaction.

         (h) The Subscriber  consents to the placement of a legend on the Shares
and any other  document  evidencing its  acceptance of the  subscription,  which
legend shall be in form substantially as follows:

         "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES AND
         EXCHANGE  COMMISSION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"),   OR  UNDER  STATE   SECURITIES  LAWS  AND  MAY  NOT  BE  SOLD,
         TRANSFERRED,  OR OTHERWISE  DISPOSED OF WITHOUT  REGISTRATION UNDER THE
         ACT OR UNLESS  COUNSEL TO THE  COMPANY  SHALL HAVE  RENDERED AN OPINION
         SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

         (i) The  Subscriber  represents  and  warrants  that it has full  legal
right,  power and  authority to enter into this  subscription  agreement  and to
purchase the Shares.

         5.   Representations  and  Warranties  of  the  Company.   The  Company
represents  and  warrants  to the  Subscriber  as of the  date of the  Company's
acceptance hereof as follows:

         (a)  The  Company  is  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Texas and has the  corporate  power and
authority to own, lease and operate its property and to carry on its business as
proposed to be conducted.  The Company has delivered to the Subscriber,  or made
available for Subscriber's inspection,  true, complete and correct copies of its
Articles of  Incorporation  and its By-laws,  in full force and effect as of the
date of the Company's acceptance hereof, which will not be further amended prior
to the Closing Date. The Company is duly qualified to do business and is in good
standing in all jurisdictions  where the nature of its business or the ownership
or leasing of property by it requires such qualification.

         (b) Neither the execution and delivery of this subscription  agreement,
nor the offering,  issuance and sale of the Shares,  nor the  fulfillment  of or
compliance with the terms and provisions of this subscription  agreement and the
Common Stock will conflict with, or result in a breach of the terms,  conditions
or provisions of, or constitute a default under,  or result in any violation of,
or require any consent,  approval or other action by any court or administrative
or  governmental  body  or  any  other  person  pursuant  to,  the  Articles  of
Incorporation  or By-laws of the  Company,  any award of any  arbitrator  or any
agreement (including any agreement with shareholders),


<PAGE>



instrument,  order, judgment,  decree, statute, law, rule or regulation to which
the Company is subject.  The Company is not a party to, or otherwise  subject to
any  provision  contained  in, any  instrument  evidencing  indebtedness  of the
Company,  any  agreement  relating  thereto or any other  contract or  agreement
(including its Articles of  Incorporation)  which restricts or otherwise  limits
the issuance and sale of the Shares.

         6.  Transferability.  The  Subscriber  agrees not to transfer or assign
this subscription agreement, or any interest herein, and further agrees that the
assignment  and transfer of the Shares  acquired  pursuant to this  subscription
shall  be made  only in  accordance  with  all  applicable  laws  and  shall  be
restricted by the Shareholders' Agreement.

         7.  Miscellaneous.

         (a) All notices or other  communications  given or made hereunder shall
be in writing and shall be delivered or mailed by registered or certified  mail,
return receipt requested, postage prepaid, to the undersigned at the address set
forth below or to the Company at the address set forth above.

         (b)  THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS.

         (c) This subscription  agreement constitutes the entire agreement among
the parties  hereto with respect to the subject matter hereof and may be amended
only by a writing executed by all parties hereto.

         8.  Effect of  Representations,  Warranties  and  Acknowledgments.  The
representations,  warranties and  acknowledgments of Paragraphs 4 and 5 are true
and accurate as of the date of this subscription agreement and shall be true and
accurate  as  of  the  date  of  delivery  of  the  Shares.  Each  party  hereto
acknowledges  that  the  other  party  is  relying  upon  such  representations,
warranties and acknowledgments in the sale and delivery of the Shares.



<PAGE>




         9. Fees and Expenses.  Each party hereto shall be  responsible  for all
fees and expenses  incurred by such party in  connection  with the  preparation,
execution, delivery and performance of this subscription agreement.



                                                   Cinemark International, Inc.


                                      By: _____________________________________
                                       Name: __________________________________
                                     Title: ___________________________________


                              Address for Notices:


                          Cinemark International, Inc.
                              7502 Greenville Ave.
                                 Suite 800, LB-9
                               Dallas, Texas 75231


This subscription agreement is hereby accepted as of September 30, 1996.


                                                     CINEMARK MEXICO (USA), INC.


                                      By: _____________________________________
                                       Name: __________________________________
                                     Title: ___________________________________







<PAGE>