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                 FIFTH SUPPLEMENTAL INDENTURE

          THIS FIFTH SUPPLEMENTAL INDENTURE, is executed as of
this __th day of November 1997, by and among EL COMANDANTE
CAPITAL CORP., a Delaware corporation (the "Company"), BANCO
POPULAR DE PUERTO RICO, a Puerto Rico banking corporation (the
"Trustee"), and HOUSING DEVELOPMENT ASSOCIATES S.E., a Puerto
Rico partnership (the "Partnership").

                          WITNESSETH:
          WHEREAS, the Company, the Trustee and the Partnership
are parties to that certain indenture, dated as of December 15,
1993 and amended by a First Supplemental Indenture and Second
Supplemental Indenture each dated as of December 22, 1994, and
a Third Supplemental Indenture and Fourth Supplemental Indenture
each dated as of February 27, 1996 (the "Indenture"); and

          WHEREAS, the Company and the Partnership desire to
amend the Indenture to permit the Partnership to purchase the
interest of Supra (as defined in the Indenture) in the
Partnership, to permit the Partnership to increase by $1.5
million the amount of its Investments (as defined in the
Indenture) in Galapagos (as defined in the Indenture), to permit
the Partnership to make Investments up to an aggregate amount of
$1.5 million in Equus Gaming de Panama, S.A., a corporation
organized under the laws of the Republic of Panama ("Equus
Panama"); and

          WHEREAS, the Trustee has been requested to join the
Company and the Partnership in the execution of this Fifth
Supplemental Indenture; and

          WHEREAS, pursuant to Section 902 of the Indenture the
holders of a majority of the outstanding principal amount of
11.75% First Mortgage Notes of the Company have consented to such
amendment to the Indenture and to permit certain amendments to
the Lease Agreement (as defined in the Indenture) to permit ECOC
(as defined in the Indenture) to borrow up to $1 million from
third parties for limited purposes;

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



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     1.   Section 101 of the Indenture is hereby amended to add
the following immediately after the definition of "Equus
Distribution":
               "Equus Panama" shall mean Equus Gaming de Panama,
          S.A., a corporation organized under the laws of the
          Republic of Panama and any successor thereto.

     2.   The term "Permitted Indebtedness", as defined in
Section 101 of the Indenture, shall be amended so as

          (a)  to amend and restate clause (f) as follows:

               (f)  Indebtedness of Galapagos to the Partnership
          in an aggregate principal amount not in excess of
          $3,500,000 and to its stockholders other than the
          Partnership in an aggregate principal amount not in
          excess of $2,863,636;

          (b)  to add thereto following the end of clause (f) a
new clause (g) as follows:

               (g)  If it should become a Subsidiary (other than
          a Wholly-owned Subsidiary), Indebtedness of Equus
          Panama to the Partnership in an aggregate principal
          amount not in excess of $1,500,000 and to its
          investors other than the Partnership ratably in
          proportion to their respective percentage Equity
          Interest in Equus Panama and Indebtedness to third
          parties without recourse to the Partnership not to
          exceed $3.5 million;

          (c) to redesignate current clause (g) as clause (h),
and to amend and restate the first subclause thereof as follows:

               (h)  any renewals, extensions, substitutions,
          refundings, refinancings, or replacements of any
          Indebtedness described in clauses (a), (b), (c), (d),
          (e), (f), and (g) of this definition of "Permitted
          Indebtedness,"

     3.   The term "Permitted Investment," as defined in Section
101 of the Indenture, shall be amended so as

          (a)  to amend and restate clause (h) as follows:
               (h)  the ownership of at least a majority of the
          outstanding capital stock of Galapagos, S.A., a
          Dominican Republic corporation, or any successor
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          thereto ("Galapagos"), and any Investment (in the form
          of loans, capital contributions or otherwise) in
          Galapagos from time to time not to exceed the
          aggregate amount of $3,500,000;

          (b)  to add thereto following the end of clause (h) a
new clause (i) as follows:

               (i)  the ownership of at least half of the
          outstanding capital stock of Equus Panama, or any
          successor thereto, and any Investment (in the form of
          loans, capital contributions or otherwise) in Equus
          Panama from time to time not to exceed the aggregate
          amount of $1,500,000.

     4.   The term "Consent Fees," as defined in Section 101 of
the Indenture, shall be amended to read as follows:

               "Consent Fees" means (a) the aggregate amount of
          payments made by the Partnership to Holders, in
          respect of that certain first supplemental indenture,
          dated December 22, 1994, that certain third
          supplemental indenture, dated February 27, 1996, and
          that certain fifth supplemental indenture, dated
          November 13, 1997, by and among the Company, the
          Partnership and the Trustee; and (b) the aggregate
          amount of payments made by the Partnership to holders
          of Warrants, in respect of that certain amendment,
          dated as of December 12, 1994, to the registration
          rights agreement with respect to the Warrants, dated
          as of December 15, 1993, by and among the Partnership,
          HDAMC, Oppenheimer & Co., and the Argosy Securities
          Group L.P.; and (c) the aggregate amount of any
          redemption premium paid by the Partnership in
          connection with the redemption of up to $5.5 million
          in aggregate principal amount of Notes in accordance
          with the terms of the 1997 Waiver Redemption and the
          1998 Waiver Redemption Offer; and (d) the aggregate
          amount of any 1998 Waiver Redemption Default Fees paid
          to the Holders.

     5.   Section 101 of the Indenture is hereby amended to add
the following immediately after the definition of "New Notes":

               "1997 Waiver Redemption" shall mean the
          redemption of Notes in the aggregate principal amount
          of $2.5 million at a redemption price of 110% of par
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          completed on September 29, 1997.

               "1998 Waiver Redemption Offer" shall mean an
          offer to be commenced by the Company on or before
          December 1, 1998 to redeem Notes in the aggregate
          principal amount of up to $3 million at a redemption
          price of 110% of par which offer shall remain open for
          twenty (20) Business Days following the commencement
          date.

               "1998 Waiver Redemption Default Fees" shall mean
          waiver fees paid to Holders pursuant to Section 518. 

     6.   A new Section 518 is hereby added to the Indenture as
follows:

               Section 518.  1998 Waiver Redemption Default
          Remedies.  

               On or before December 1, 1998 the Company shall
          commence the 1998 Waiver Redemption Offer and at the
          expiration thereof shall redeem all Notes validly
          tendered pursuant thereto in the aggregate principal
          amount not exceeding $3 million plus accrued and
          unpaid interest through the redemption date.  If the
          Company fails to make the 1998 Waiver Redemption Offer
          or fails to redeem Notes validly tendered pursuant
          thereto, as the sole and exclusive remedy for such
          failure, on January 15, 1999 the Company shall pay a
          fee pro rata to each Holder of record on January 1,
          1999 equal to 1.5% of the aggregate principal amount
          of Notes outstanding on January 1, 1999; provided that
          the fee shall be reduced to an amount equal to 1.5% of
          the aggregate principal amount of the Notes
          outstanding on January 1, 1999 multiplied by a
          fraction, the numerator of which shall be the
          aggregate principal amount of Notes redeemed pursuant
          to the 1998 Waiver Redemption Offer and the
          denominator of which shall be the aggregate principal
          amount of Notes (not exceeding $3 million) validly
          tendered pursuant thereto. 

     7.   Subsection (a)(ii) of Section 1009 of the Indenture
shall be amended to read as follows:

          (ii) purchase, redeem or otherwise acquire or retire
          for value (A) any such Capital Stock or Equity
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          Interests, other than (I) the Warrants in accordance
          with the terms thereof, (II) any such Equity Interests
          owned by Supra, or any assignee, transferee, or
          successor thereto, provided that such purchase,
          redemption or acquisition occurs at a fair market
          price after arm's length negotiation, or (B) any
          options, warrants or other rights to acquire such
          Capital Stock or Equity Interests.

     8.   Subsection (c)(iv) of Section 1009 of the Indenture
shall be amended to read as follows:

          (iv) the amounts payable pursuant to the Annual Tax
          Payment Agreement; provided that such amounts shall be
          reduced by 17% (each such reduction being referred to
          as a "Withheld 17% Distribution") with respect to the
          Partnership's net income determined in accordance with
          GAAP, on a cumulative basis during the period
          commencing on July 1, 1997 until such time as the sum
          of the following exceeds $3 million (or $1.5 million
          if the Partnership abandons plans to invest in Equus
          Panama): (i) cumulative Withheld 17% Distribution,
          plus (ii) cumulative distributions received by the
          Partnership after July 1, 1997 from Galapagos and
          Equus Panama and not reinvested within twelve (12)
          months into Galapagos or Equus Panama, plus (iii) the
          principal amount of Notes in excess of $2.5 million
          redeemed or repurchased by the Partnership other than
          pursuant to Mandatory Redemption or an Excess Proceeds
          Offer or Excess Cash Flow Offer.

     9.   Except as amended by this Fifth Supplemental
Indenture, all other terms and provisions of the Indenture shall
remain in full force and effect.  













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         IN WITNESS WHEREOF, the parties hereto have caused
this Fifth Supplemental Indenture to be duly executed as of the
year and date first above written.

                         EL COMANDANTE CAPITAL CORP.



                         By:  ___________________________________
                              Donald G. Blakeman
                              President

                         HOUSING DEVELOPMENT ASSOCIATES S.E.

                         By:  Equus Gaming Company L.P., its
                              managing partner

                         By:  Equus Management Company, its
                              managing general partner



                         By:  ___________________________________
                              Donald G. Blakeman
                              President

                         BANCO POPULAR DE PUERTO RICO



                         By:  ___________________________________
                              Title: