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                                                                   EXHIBIT 10.15

                            EXCHANGE OPTION AGREEMENT

         This Exchange Option Agreement (this "Exchange Agreement") is entered
into as of November 13, 2001 by and among (i) Cinemark USA, Inc. ("Cinemark"),
(ii) NN Participacoes Ltda, a Brazilian corporation ("NN"), (iii) Venture II
Equity Holdings Corporation, Inc., a British Virgin Island corporation ("Venture
II") and (iv) Kristal Holdings Limited, a British Virgin Island corporation
("Kristal").

                                    RECITALS

         A. NN and Kristal have agreed to invest an additional US$11.0 million
into Cinemark Brasil S.A., a Brazilian corporation ("Cinemark Brasil") in
exchange for shares of common stock of Cinemark Brasil pursuant to a certain
Subscription Agreement dated June 29, 2001 (the "Subscription Agreement").

         B. It is a condition precedent to the obligations of NN and Kristal
under the Subscription Agreement that Cinemark, NN, Venture II and Kristal enter
into this Exchange Agreement.

                                   AGREEMENT:

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

         Section 1. Definitions. As used herein, the following terms shall have
the following meanings:

         "Affiliate" of any Person or entity means any other person or entity
directly or indirectly controlling, controlled by, or under common control with,
such person or entity, whether through the ownership of voting securities, by
voting agreement or otherwise. For purposes of this definition, "control," as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

         "Approved Investment Bank" shall mean any of the following investment
banks, including affiliates and successors thereof: Lehman Brothers Inc.,
Goldman Sachs and Co., Morgan Stanley Incorporated, Bear Stearns & Co., Inc.,
J.P. Morgan, Credit Suisse First Boston Corporation, CITIGROUP and Deutsche
Bank.

         "Cinemark Brasil Appraised Value" shall have the meaning ascribed to
such term in Section 2(a).

         "Commission" shall have the meaning ascribed to such term in Section
2(a).

         "Exchange Closing Date" shall have the meaning ascribed to such term in
Section 2(b).

         "Exchange Notice Period" shall have the meaning ascribed to such term
in Section 2(a).



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         "Exchange Put Notice" shall have the meaning ascribed to such term in
Section 2(a).

         "Exchange Put Option" shall have the meaning ascribed to such term in
Section 2(a).

         "Exempt Transfer" - The following transactions shall constitute "Exempt
Transfers" for the purpose of Section 4: (i) a Transfer of Stock by an Investor
to Cinemark or (ii) a Transfer of Stock by an Investor to another Investor,
Rovato Financial Ltd., B.V.I., Edgar Gleich, Moises Pinsky, Riccardo Arduini,
Eduardo Alalou or Roberto Luiz Leme Klabin, or a company owned and controlled by
Edgar Gleich, Moises Pinsky, Riccardo Arduini, Eduardo Alalou or Roberto Luiz
Leme Klabin or (iii) a Transfer of Stock by an Investor to The Latin American
Enterprise Fund L.P. ("LAEF") or The Latin American Enterprise Fund II L.P.
("LAEF II") or to the original shareholders of LAEF or LAEF II or to any person
or entity appointed by such shareholders, which is an Affiliate of such
shareholders, upon the expiration of the term of LAEF or LAEF II, in accordance
with their respective Bylaws.

         "Existing Cinemark USA Shareholders" shall mean Lee Roy Mitchell (or
any Family Donee of Lee Roy Mitchell), CGI Equities, Inc., The Mitchell Special
Trust, The Mitchell Grandchildren Trust for Crystal Lee Roberts, The Mitchell
Grandchildren Trust for Cassie Ann Roberts, The Mitchell Grandchildren Trust for
Lasey Marie Lee, The Mitchell Grandchildren Trust for Ashley Ann Lee, The
Mitchell Grandchildren Trust for Skyler Kaye Mitchell, Cypress Merchant Banking
Partners L.P., and Cypress Pictures Ltd. For purposes of this definition,
"Family Donee" shall mean with respect to Lee Roy Mitchell, Lee Roy Mitchell's
spouse, siblings, descendants or parents or the estate of Lee Roy Mitchell or
any trust established by Lee Roy Mitchell or any trustee, custodian, fiduciary
or foundation which will hold common stock of Cinemark USA, Inc. for charitable
purposes or for the benefit of Lee Roy Mitchell or Lee Roy Mitchell's spouse,
siblings, descendants or parents or the estate of Lee Roy Mitchell.

         "First Offer" shall have the meaning ascribed to such term in Section
4(a).

         "Investors" shall mean NN, Venture II and Kristal.

         "IPO" shall have the meaning ascribed to such term in Section 2(a).

         "Issuer" shall have the meaning ascribed to such term in Section 2(a).

         "Issuer Appraised Value" shall have the meaning ascribed to such term
in Section 2(a).

         "Issuer Stock" shall have the meaning ascribed to such term in Section
2(a).

         "Notice Period" shall have the meaning ascribed to such term in Section
4(a).

         "Offered Securities" shall have the meaning ascribed to such term in
Section 4(a).

         "Party" or "Parties" means any or all of the signatories to this
Exchange Agreement.

         "Person" shall mean any individual, partnership, corporation,
association, joint stock company, trust, joint venture, unincorporated
organization or governmental entity or department, agency or political
subdivision thereof.



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         "Piggyback Registration Rights" shall have the meaning ascribed to such
term in Section 3.

         "Restated Shareholders Agreement" shall mean the Amended and Restated
Shareholders Agreement dated November 13, 2001 by and among (i) Cinemark
Empreendimentos e Participacoes Ltda, (ii) NN Participacoes Ltda, (iii) Venture
II Equity Holdings Corporation, Inc. and (iv) Kristal Holdings Limited.

         "Right of First Offer" shall have the meaning ascribed to such term in
Section 4(a)

         "Sales Period" shall have the meaning ascribed to such term in Section
4(c).

         "Securities Act" shall have the meaning ascribed to such term in
Section 2(a).

         "Seller" shall have the meaning ascribed to such term in Section 4(a).

         "Stock" shall mean (i) any issued and outstanding shares of the capital
stock of Issuer and (ii) any securities convertible into or exchangeable or
exercisable for any of the shares of capital stock of Issuer in either case, at
any time outstanding.

         "Third Party" shall have the meaning ascribed to such term in Section
4(a).

         "Transfer Notice" shall have the meaning ascribed to such term in
Section 4(a).

         "Transfer Offer" shall have the meaning ascribed to such term in
Section 4(a).

         "Transfer Offerees" shall have the meaning ascribed to such term in
Section 4(a).

         "Transfer Stock" shall have the meaning ascribed to such term in
Section 4(a).

         "U.S. Registrable Securities" means (a) the shares of common stock of
the Issuer now owned or hereafter acquired by any Investor, but with respect to
any share, only until such time as such share (i) has been effectively
registered under the Securities Act and disposed of in accordance with a
Piggyback Registration Statement covering it or (ii) has been sold to the public
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act and the legend referred to in Section 2(d) has been removed from
the certificate representing such share (at which time such share shall cease to
be U.S. Registrable Securities).

         Section 2. Exchange Put Option.

         (a) If at any time prior to December 31, 2007, Cinemark (or any
surviving company in a merger with Cinemark) (hereinafter collectively referred
to as the "Issuer") proposes to register any shares of the Issuer's common stock
in an initial public offering (the "IPO") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") (other than registrations on Form S-8 or any successor or
similar form), then all, but not less than all of, the Investors shall have the
right to cause an exchange (the "Exchange Put Option") of all but not less than
all of the Investors' shares of stock of Cinemark Brasil for shares of the class
of Stock of the Issuer being issued in the IPO (the "Issuer



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<PAGE>

Stock"). The Issuer shall give written notice to the Investors at least ninety
(90) days prior to the anticipated effective date of the registration statement,
of its intention to effect such a registration, which notice shall specify the
kind and number of securities proposed to be registered (the "Registration
Notice"). If the Investors desire to exercise the Exchange Put Option, the
Investors shall provide the Issuer with an irrevocable written notice of
acceptance to the Issuer (the "Exchange Put Notice"). The Exchange Put Notice
must be delivered to the Issuer within thirty (30) days after the date the
Registration Notice is given (the "Exchange Notice Period"). If any of the
Investors fail to deliver an Exchange Put Notice prior to the expiration of the
Exchange Notice Period, the Exchange Put Option shall expire and be of no
further force or effect. If the Investors and the Issuer are unable to agree
upon the Issuer Appraised Value (as defined below) and the Cinemark Brasil
Appraised Value (as defined below), then within thirty (30) days after delivery
of the Exchange Put Notice, the appraised value per share of the issued and
outstanding common stock of the Issuer (the "Issuer Appraised Value") and the
appraised value per share of the issued and outstanding common stock of Cinemark
Brasil (the "Cinemark Brasil Appraised Value") shall be determined by two
Approved Investment Banks (one appointed by the Investors and one appointed by
the Issuer). The two Approved Investment Banks shall determine the per share
value of the issued and outstanding common stock of the Issuer and of Cinemark
Brasil without discount for minority interests, and without regard for any
restrictions, assuming that all outstanding shares of common stock would be sold
in a single transaction. The Issuer Appraised Value shall not reflect any
discount that may be required by, or associated with, the IPO. If the two
valuations of the common stock of (i) the Issuer are within ten percent (10%) of
each other, the Issuer Appraised Value shall be the average of the two
valuations or (ii) Cinemark Brasil are within the ten percent (10%) of each
other, the Company Appraised Value shall be the average of the two valuations.
However, if the valuations of the common stock of the Issuer or Cinemark Brasil,
as applicable, determined by the Approved Investment Banks differ by more than
ten percent (10%), then within five (5) days after delivery of such valuations,
the two Approved Investment Banks shall select a third Approved Investment Bank
that shall independently within fifteen (15) days after appointment, make a
determination of the Issuer Appraised Value or Cinemark Brasil Appraised Value,
as applicable, within the range of the previous two valuations, which Issuer
Appraised Value or Cinemark Brasil Appraised Value shall be binding on all
Parties. Any costs and expenses in connection with obtaining such third
appraisals shall be borne equally by the Issuer and the Investors.

         (b) If the Investors timely elect to exercise the Exchange Put Option,
then subject to Section 2(e) hereof, the Investors shall contribute to the
Issuer the common stock of Cinemark Brasil owned by the Investors in exchange
for the number of shares of Issuer Stock as determined below. On the Exchange
Closing Date (as hereinafter defined), Investors shall deliver to the Issuer the
share certificates representing the common stock of Cinemark Brasil so
contributed and shall execute the transfer terms in the Share Transfer Book of
Cinemark Brasil, and such transfer shall be recorded in the Stock Register Book
of Cinemark Brasil. If, subject to compliance with all applicable laws, (i) the
Issuer has received the officer's certificate described in (c) below and (ii)
the Investors have complied with the terms of this subsection (b), then the
Issuer shall issue to the Investors certificates representing the shares of the
Issuer Stock duly registered in the names of each Investor, as applicable,
within five (5) days after the effectiveness of the IPO (the "Exchange Closing
Date"). The number of shares of Issuer Stock to be issued to the Investors
pursuant to the Exchange Put Option shall be determined by multiplying the



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<PAGE>

number of shares of common stock owned by each Investor by a fraction, the
numerator of which is the Cinemark Brasil Appraised Value and the denominator of
which is the Issuer Appraised Value. Any resulting fractional shares shall be
rounded to the nearest whole share of Issuer Stock. If the IPO is not
consummated for any reason, then whenever the Issuer subsequently proposes to
register any shares of its common stock in an IPO with the Commission under the
Securities Act (other than registrations on Form S-8 or any successor or similar
form), the Investors shall have the right to exercise the Exchange Put Option
for any subsequent IPO in accordance with the terms specified above.

         (c) On the Exchange Closing Date, each Investor shall execute and
deliver to the Issuer an officer's certificate duly executed by an authorized
officer of such Investor containing the following representations and
warranties:

                  (i) That all representations and warranties contained in
Section 6 are true and correct in all material respects on and as of the
Exchange Closing Date;

                  (ii) Each Investor is an "accredited investor" as such term is
defined by the Commission in Regulation D adopted pursuant to the Securities
Act. Each Investor has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the investments
contemplated herein.

                  (iii) Each Investor acknowledges that it must bear the
economic risk of its investment in the Issuer Stock for a period of time since
the Issuer Stock has not been registered under the Securities Act, nor any state
securities laws, and therefore cannot be sold unless it is subsequently
registered under the Securities Act and applicable state laws or an exemption
from registration is available. Each Investor acknowledges that no
representations have been made by the Issuer or its representatives regarding
any future value of the Issuer or the Issuer Stock.

                  (iv) Each Investor hereby represents and warrants to the
Issuer that it is acquiring the Issuer Stock for investment purposes only, for
its own account, and not as nominee or agent for any other person or entity, and
not with a view to, or for resale in connection with, any distribution thereof
within the meaning of the Securities Act. The Investor has not made any
agreement or other arrangement with any person or entity to sell, transfer or
pledge any part of the Issuer Stock, and such Investor has no plans to enter
into any such agreement or arrangement, except for Exempt Transfers.

                  (v) Each Investor certifies that it is not a U.S. person and
is not acquiring the Issuer Stock for the account or benefit of any U.S. person
or is a U.S. person who purchased the Issuer Stock in a transaction that did not
require registration under the Securities Act.

                  (vi) Each Investor acknowledges that all certificates for the
Issuer Stock shall contain a legend as set forth in Section 2(a) of the Exchange
Option Agreement dated November 13, 2001.

         (d) The certificates representing the Issuer Stock held by each of the
Investors after the exchange referred to above shall bear the following legend:



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<PAGE>

         "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
COVERING SUCH SECURITIES OR SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND ANY SIMILAR
REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAW. THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN AN EXCHANGE
OPTION AGREEMENT DATED AS OF NOVEMBER 13, 2001 A COPY OF WHICH IS AVAILABLE UPON
REQUEST FROM THE SECRETARY OF THE COMPANY."

         In connection with any transfer of shares of any Issuer Stock pursuant
to any public offering registered under the Securities Act or pursuant to Rule
144 (or any similar rule or rules then in effect promulgated under the
Securities Act) if such rule is available or if the holder of any shares of
Issuer Stock delivers to the Issuer an opinion of U.S. securities counsel
reasonably acceptable to the Issuer that no subsequent transfer of such shares
shall require registration under the Securities Act, the Issuer shall promptly
upon such transfer deliver new certificates for such shares which do not bear
the legend set forth in this Section 2(d).

         (e) Notwithstanding anything contained in this Section 2 to the
contrary, if the Investors timely exercise the Exchange Put Option in accordance
with Section 2(a) hereof, the Issuer or any Affiliate of the Issuer shall have
the right to purchase (the "Exchange Purchase Option") all but not less than all
of the shares of stock of Cinemark Brasil owned by the Investors for a purchase
price per share equal to the Cinemark Brasil Appraised Value as determined in
accordance with Section 2(a) hereof. The Issuer or any Affiliate of the Issuer
may exercise the Exchange Purchase Option by providing the Investors with an
irrevocable written notice of exercise (the "Exchange Purchase Option Exercise
Notice"). The Exchange Purchase Option Exercise Notice shall be binding on the
Issuer or any Affiliate of the Issuer, as applicable, within twenty (20) days
following the final determination of the Cinemark Brasil Appraised Value in
accordance with Section 2(a) hereof. The closing of the purchase of the shares
of stock of Cinemark Brasil pursuant to the Exchange Purchase Option (the
"Purchase Option Shares") shall take place at the principal office of Cinemark
Brasil within twenty (20) days after the effective date of the IPO (or as soon
thereafter as practicable, in the event any required governmental consents shall
not have been obtained within such period). At such closing, the Issuer or any
Affiliate of the Issuer, as applicable, shall deliver by wire transfer of
federal (or other immediately available) funds the appropriate amount to an
account designated by the Investors against execution by the Investors of the
transfer terms in the Share Transfer Book of Cinemark Brasil in regard to the
Purchase Option Shares so purchased by the Issuer or Affiliate of the Issuer, as
applicable, and the recordation of such transfer in the Stock Register Book of
Cinemark Brasil.

         3. Piggyback Registration Rights. Subject to the last sentence of this
Section 3, each time the Issuer proposes to register any shares of its common
stock with the Commission under the Securities Act (other than registrations on
Form S-4 or Form S-8 or any successor or similar form) and the registration form
to be used may be used for the registration of the U.S. Registrable Securities
(as defined below) (a "Piggyback Registration"), the Issuer will give written
notice to the Investors, at least 35 days prior to the anticipated filing date,
of its intention



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to effect such a registration, which notice will specify the proposed offering
price, the kind and number of securities proposed to be registered, the
distribution arrangements and such other information that at the time would be
appropriate to include in such notice, and will, subject to subsection 3(i)
below, include in such Piggyback Registration all U.S. Registrable Securities
with respect to which the Issuer has received written requests from the
Investors for inclusion therein within 15 business days after the receipt of the
Company's notice. Except as may otherwise be provided in this Section 3, U.S.
Registrable Securities with respect to which such request for registration has
been timely received will be registered by the Issuer and offered to the public
in a Piggyback Registration pursuant to this Section 3 on terms and conditions
at least as favorable as those applicable to the registration of shares of
common stock to be sold by the Issuer and by any other shareholder of the Issuer
selling under the registration statement relating to any Piggyback Registration.

                  (i) Priority on Piggyback Registrations. If the managing
underwriter or underwriters, if any, advise the holders of U.S. Registrable
Securities in writing that in its or their reasonable opinion or, in the case of
a Piggyback Registration not being underwritten, the Issuer shall reasonably
determine (and notify the holders of U.S. Registrable Securities of such
determination), after consultation with an investment banker of nationally
recognized standing in the U.S., that the number or kind of securities proposed
to be sold in such registration (including U.S. Registrable Securities to be
included pursuant to this Section 3) will materially and adversely affect the
success of such offering (including, without limitation, a material impact on
the selling price), the Issuer shall include in such registration the number of
securities, if any, which, in the opinion of such underwriter or underwriters,
or the Issuer, as the case may be, can be sold without a material impact on the
selling price of such stock, as follows: (A) if the registration is originally
instituted by the Issuer, (i) first, the shares of Stock the Issuer proposes to
sell and (ii) second, the U.S. Registrable Securities requested to be included
in such registration by the Investors and the shares of Stock of the Issuer
requested to be included in such registration by the other shareholders of the
Issuer, prorata among such shareholders and the Investors on the basis of their
respective holdings of common stock of the Issuer or (B) if the registration is
originally instituted pursuant to a demand registration right of a shareholder
of the Issuer, (i) first, the shares of Stock the Issuer proposes to sell, (ii)
second, the shares of Stock requested to be included in such registration by a
shareholder of the Issuer pursuant to a demand registration right and (iii)
third, the U.S. Registrable Securities requested to be included in such
registration by the Investors and the shares of Stock of the Issuer requested to
be included in such registration by the other shareholders of the Issuer,
prorata among such shareholders and the Investors on the basis of their
respective holdings of common stock of the Issuer.

                  (ii) Restrictions on Public Sale. To the extent not
inconsistent with applicable law, each Investor, if requested by the managing
underwriter or underwriters, if any, for any such Piggyback Registration, agrees
not to effect any public sale or distribution of common stock of the Issuer
owned by the Investor, including a sale pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act, during the 15 business days
prior to, and during the lock up period (not to exceed the later of 90 days or
such longer lock up period as may be required by the underwriters) required by
the managing underwriter for the offering covered by such registration statement
beginning on the effective date of the applicable registration statement (except
as part of such Piggyback Registration).



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                  (iii) Additional Obligations of the Issuer. With respect to
any Piggyback Registration, the Issuer will, as expeditiously as practicable:

                           (a) prepare and file with the Commission such
         amendments and post-effective amendments to the registration statement
         (the "Registration Statement") relating to the applicable registration
         for the sale of U.S. Registrable Securities as may be necessary under
         the Securities Act to keep each Registration Statement effective for
         the applicable period, or such shorter period which (i) in an
         underwritten registration will terminate when all U.S. Registrable
         Securities covered by such Registration Statement have been sold or
         (ii) in a registration which is not underwritten, when all of the
         securities registered pursuant to a demand registration by shareholders
         of the Issuer covered by such Registration Statement have been sold;
         cause each prospectus related thereto (a "Prospectus") to be
         supplemented by any required Prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the Securities Act;
         and comply with the provisions of the Securities Act with respect to
         the disposition of all securities covered by such Registration
         Statement during the applicable period in accordance with the intended
         method or methods of distribution by the sellers thereof set forth in
         such Registration Statement, the Prospectus or supplement to the
         Prospectus;

                           (b) deliver to each selling holder of U. S.
         Registrable Securities and the underwriters, if any, without charge, as
         many copies of the Registration Statement, the Prospectus (including
         each preliminary prospectus) and any amendment or supplement thereto as
         such selling holder of U. S. Registrable Securities and underwriters
         may reasonably request;

                           (c) notify the selling holders of U.S. Registrable
         Securities and the managing underwriters, if any, promptly, and (if
         requested by any such person or entity) confirm such advice in writing,
         (1) when the Prospectus or any Prospectus supplement or post-effective
         amendment has been filed, and, with respect to the Registration
         Statement or any post-effective amendment, when the same has become
         effective, (2) of any request by the Commission for amendments or
         supplements to the Registration Statement or the Prospectus or for
         additional information, (3) of the issuance by the Commission of any
         stop order suspending the effectiveness of the Registration Statement
         or the initiation of any proceedings for that purpose, (4) of the
         receipt by the Issuer of any notification with respect to the
         suspension of the qualification of the U.S. Registrable Securities for
         sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose and (5) of the happening of any event which
         makes any statement made in the Registration Statement, the Prospectus,
         any supplements, any post-effective amendments or any document
         incorporated therein by reference untrue in any material respect or
         which requires the making of any changes in the Registration Statement,
         the Prospectus, any supplements, any post-effective amendments or any
         document incorporated therein by reference in order to make the
         statements or omissions therein not materially misleading;

                           (d) make reasonable efforts to obtain the withdrawal
         of any order suspending the effectiveness of the Registration Statement
         at the earliest possible date;



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                           (e) upon the occurrence of any event contemplated by
         subsection (c)(5) above, prepare a supplement or post-effective
         amendment to the Registration Statement or the related Prospectus or
         any document incorporated therein by reference or file any other
         required document so that, as thereafter delivered to the purchasers of
         the U.S. Registrable Securities, the Prospectus will not contain an
         untrue statement of a material fact or omit to state any material fact
         necessary to make the statements therein not misleading;

                           (f) cause all U.S. Registrable Securities covered by
         any Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Issuer are then listed, or cause
         such U.S. Registrable Securities to be listed for trading on the New
         York Stock Exchange, Inc. or the American Stock Exchange, Inc., or be
         authorized for trading on the NASDAQ National Market System and to
         provide a transfer agent and registrar for U.S. Registrable Securities
         covered by such Registration Statement, no later than the effective
         date thereof, if requested by the holders of a majority of such U.S.
         Registrable Securities or the managing underwriters, if any;

                           (g) otherwise use its reasonable best efforts to
         comply with all applicable rules and regulations of the Commission, and
         make available to its security holders, as soon as reasonable
         practicable, an earnings statement covering a period of at least 12
         months, beginning with the first month after the effective date of the
         Registration Statement (as the term "effective date" is defined in Rule
         158 (c) under the Securities Act), which earnings statement shall
         satisfy the provision of Section 11(a) of the Securities Act and Rule
         158 thereunder; and

                           (h) provide a CUSIP number for all U. S. Registrable
         Securities, not later than the effective date of the applicable
         Registration Statement.

         The Issuer may require each seller of U.S. Registrable Securities as to
which any registration is being effected to furnish to the Issuer a properly
completed and executed selling shareholder questionnaire in form and substance
as may be requested by the Issuer and such information regarding the proposed
distribution of such securities as the Issuer may from time to time reasonably
request in writing.

         Each holder of U.S. Registrable Securities agrees by receipt of such
U.S. Registrable Securities that, upon receipt of any notice from the Issuer of
the happening of any event of the kind described in subsection (c)(5) of this
subsection (iii), such holder will forthwith discontinue disposition of U.S.
Registrable Securities pursuant to the Registration Statement until such
holder's receipt of copies of the supplemented or amended Prospectus as
contemplated by subsection (ix) of this subsection (c), or until it is advised
in writing by the Issuer that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus, and, if so directed by the Issuer, such holder
will deliver to the Issuer all copies, other than permanent file copies then in
such holder's possession, of the Prospectus covering such U.S. Registrable
Securities current at the time of receipt of such notice.



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<PAGE>

                  (iv) Registration Expenses. All expenses incident to the
Issuer's performance of or compliance with this Section 3 will be borne by the
Issuer, including without limitation, all registration and filing fees, the fees
and expenses of the counsel and accountants for the Issuer (including the
expenses of any "cold comfort" letters and special audits required by or
incident to the performance of such persons), all other costs and expenses of
the Issuer incident to the preparation, printing and filing under the Securities
Act of the registration statement (and all amendments and supplements thereto)
and furnishing copies thereof and of the prospectus or prospectus supplement
included therein, the costs and expenses incurred by the Issuer in connection
with the qualification of the U.S. Registrable Securities under the state
securities or "blue sky" laws of various jurisdictions, the costs and expenses
associated with filings required to be made with the NASD (including, if
applicable, the fees and expenses of any "qualified independent underwriter" and
its counsel as may be required by the rules and regulations of the NASD), the
costs and expenses of listing the U.S. Registrable Securities for trading on a
national securities exchange or authorizing them for trading on NASDAQ and all
other costs and expenses incurred by the Issuer in connection with any Piggyback
registration hereunder; provided, that each Investor shall bear the costs and
expenses of all SEC and blue sky registration and filing fees attributable to
the U.S. Registrable Securities of such Investor, any underwriters' commissions,
brokerage fees or transfer taxes relating to the U.S. Registrable Securities
sold by such Investor and the fees and expenses of any counsel, accountants or
other representative retained by the Investor.

                  (v) Indemnification by the Issuer. The Issuer agrees to
indemnify, and agrees to hold harmless, to the full extent permitted by law,
each holder of U.S. Registrable Securities and each of its officers, directors,
partners (general and limited, and the directors, officers and Affiliates
thereof) (within the meaning of the Securities Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (collectively, the "Indemnified
Parties"), against all losses, claims, damages, liabilities and expenses
(including any amounts paid in settlement effected with the Issuer's consent to
which such Indemnified Parties may become subject under the Securities Act,
state securities or blue sky laws, common law or otherwise), insofar as such
losses, claims, damages, liabilities or expenses arise out of or are based upon
(i) any untrue or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment or supplement thereto), Prospectus or
preliminary or summary Prospectus or any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and the Issuer
will reimburse such Indemnified Party for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, liability, action or proceeding, except insofar as the same arise out of
or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration Statement, Prospectus or preliminary
or summary Prospectus in reliance on and in conformity with written information
with respect to such Shareholder furnished to the Issuer by such holder of U.S.
Registrable Securities or its representative expressly for use therein.

                  (vi) Indemnification by the Investors. In connection with any
Piggyback Registration in which an Investor is participating, each such Investor
will furnish to the Issuer in writing such information with respect to such
Investor as the Issuer reasonably requests for use in connection with any
registration statement or prospectus used for such Piggyback Registration and
agrees to indemnify, to the full extent permitted by law, the Issuer, the
directors and officers



                                       10

<PAGE>

of the Issuer and each person who controls the Issuer (within the meaning of the
Securities Act and the Securities Exchange Act of 1934, as amended) against any
losses, claims, damages, liabilities and expenses resulting from any untrue
statement of a material fact or any omission to state a material fact required
to be stated therein or necessary to make the statements in the registration
statement or prospectus or preliminary prospectus (in the case of the prospectus
or any preliminary prospectus, in light of the circumstances under which they
were made) not misleading, to the extent, but only to the extent, that such
untrue statement or omission is contained in any information with respect to
such Investor so furnished in writing by such Investor or its representative
specifically for inclusion therein. In no event shall the liability of any
Investor selling U.S. Registrable Securities hereunder be greater in amount than
the dollar amount of the proceeds received by such Investor upon the sale of the
U.S. Registrable Securities giving rise to such indemnification obligation. The
Issuer shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information with respect to such persons or entities so furnished in
writing by such persons or entities or their representatives specifically for
inclusion in any prospectus or registration statement.

                  (vii) Conduct of Indemnification Proceedings. Any person or
entity entitled to indemnification hereunder will (i) give prompt written notice
to the indemnifying party after the receipt by the indemnified party of a
written notice of the commencement of any action, suit, proceeding or
investigation or threat thereof made in writing for which such indemnified party
will claim indemnification or contribution pursuant to this Exchange Agreement;
provided, however, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
under Subsection 3(v) and (vi), except to the extent that the indemnifying party
is actually prejudiced by such failure to give notice and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest may exist between
such indemnified and indemnifying parties with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. Whether or not such defense is
assumed by the indemnifying party, the indemnifying party will not be subject to
any liability for any settlement made without its consent (but such consent will
not be unreasonably withheld). No indemnifying party will consent to the entry
of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation. An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel in any one jurisdiction for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.

                  (viii) Contribution. If for any reason the indemnification
provided for in the preceding clause (iv) above is unavailable as contemplated
by the preceding clause (iv), then the Investors in lieu of indemnification
shall contribute to the amount paid or payable by the Issuer as a result of such
loss, claim, damage, liability or expense in such proportion as is appropriate
to reflect not only the relative benefits received by the Issuer and the
Investor from the offering of the Registrable Securities (taking into account
the portion of the proceeds realized by each), but



                                       11

<PAGE>

also the relative fault of the Issuer and the Investor, as well as any other
relevant equitable considerations, provided that no Investor shall be required
to contribute in an amount greater than the difference between the net proceeds
received by such Investor with respect to the sale of any U.S. Registrable
Securities and all amounts already contributed by such Investor with respect to
such claims, including amounts paid for any legal or other fees or expenses
incurred by such Investor.

                  (ix) Participation in Underwritten Registrations. No Investor
may participate in any underwritten Piggyback Registration hereunder unless such
Investor (i) agrees to sell its U.S. Registrable Securities on the basis
provided in any underwriting arrangements approved by the Issuer and (ii)
accurately completes in a timely manner and executes all questionnaires, powers
of attorney, custody agreements (including delivery of U. S. Registrable
Securities pursuant thereto), underwriting agreements and other documents
provided to such Investor which are customarily required under the terms of such
underwriting arrangements.

         4. Right of First Offer.

         (a) If an Investor desires to Transfer any or all of the shares of
Stock then owned by such Investor to any Person other than pursuant to (i) an
Exempt Transfer or (ii) a sale to the public pursuant to an effective
registration statement under the Securities Act or pursuant to Rule 144 of the
Securities Act (such Shares subject to such proposed transfer shall herein be
referred to as the "Transfer Stock"), the proposed transferor ("Seller") shall
reduce to writing the terms pursuant to which such Seller desires to Transfer
the Transfer Stock (a "Transfer Offer"). The Transfer Offer shall identify the
Transfer Stock, the price of the Transfer Stock, the identity of any third party
offeror (the "Third Party"), if any, and all the other material terms and
conditions of such Transfer Offer. The Seller shall, as soon as reasonably
practicable, provide written notice (the "Transfer Notice") of such Transfer
Offer to the Issuer and the Existing Cinemark USA Shareholders (the "Transfer
Offerees"). The Transfer Notice shall contain an irrevocable offer (a "First
Offer") to sell the Transfer Stock to the Transfer Offerees at a price equal to
the price and upon substantially the same terms and conditions as the terms and
conditions contained in such Transfer Offer; provided, however, that in the
event the terms of the Transfer Offer entitle the Third Party to purchase the
Transfer Stock for securities of such Third Party (the "Offered Securities") or
other property, the Transfer Offerees shall be entitled to purchase the Transfer
Stock for an amount of cash equal to the fair market value, as determined by a
nationally recognized investment banking firm selected by the Seller of the
Transfer Stock, of the Offered Securities or such other property. Upon receipt
of the Transfer Notice, the Transfer Offerees shall have the irrevocable right
and option (the "Right of First Offer"), exercisable as provided below, to
accept the First Offer for all shares of the Transfer Stock (subject to the
provisions set forth below) at the price specified in the Transfer Notice. In
the event there is more than one Transfer Offeree, then the First Offer shall be
allocated among the Transfer Offerees in such proportion as the Transfer
Offerees shall determine, or if such Transfer Offerees are unable to determine
such allocation, the Transfer Stock shall be prorated among the Transfer
Offerees based upon their respective percentage ownership of Shares of the
Transfer Offerees electing to purchase Transfer Stock; provided that, unless the
Seller shall have consented to the purchase of less than all of the Transfer
Stock, the Transfer Offerees may not purchase any Transfer Stock unless all the
Transfer Stock is to be purchased. If the Transfer Offeree desires to exercise
such option with respect to a First Offer, the Transfer Offeree shall provide
the Seller with an



                                       12

<PAGE>

irrevocable written notice of acceptance which shall be binding on said Transfer
Offeree. The notice of acceptance must be provided to the Seller within thirty
(30) days after the date the Transfer Notice is given (the "Notice Period"), and
a copy of which notice of acceptance shall simultaneously be provided to the
Company.

         (b) The closing of the purchase of the Transfer Stock by the Transfer
Offeree which has exercised the options granted pursuant to this Section 4 shall
take place at the principal office of the Company within thirty (30) days after
the expiration of the Notice Period (or as soon thereafter as practicable, in
the event any required governmental consents shall not have been obtained within
such thirty (30) day period). At such closing, the Transfer Offeree shall
deliver by wire transfer of federal (or other immediately available funds) the
appropriate amount to an account designated by Seller against delivery of
certificates representing the Transfer Stock so purchased, duly endorsed in
blank by the person or persons in whose name a stock certificate is registered
or accompanied by a duly executed assignment separate from the certificate.

         (c) If the Transfer Offerees have not elected to purchase the Transfer
Stock within the specified Notice Period, the Investor shall have 90 days from
the end of the Notice Period (the "Sales Period") in which to Transfer any or
all of the Transfer Stock to any Third Party at a price not less than and on
terms no more favorable to such Third Party than were contained in the Transfer
Notice.

         (d) No Transfer may be made to any Third Party unless such transferee
executes and delivers a supplemental agreement agreeing to be bound by this
Section 4. Promptly after any sale pursuant to this Section 4, the Seller shall
notify the Company and the Existing Cinemark USA Shareholders of the
consummation thereof and shall furnish such evidence of the completion
(including time of completion) of such sale and of the terms thereof as the
Company may reasonably request. If, at the termination of the Sales Period, the
Seller has not completed the sale of all the Transfer Stock, such Seller shall
no longer be permitted to Transfer such Transfer Stock pursuant to this Section
4 without again fully complying with the provisions of this Section 4, and all
of the applicable restrictions on Transfer contained in this Agreement shall
again be in effect with respect to all such Seller's Transfer Stock.

         5. Drag Along. In the event of a transaction wherein Lee Roy Mitchell
can cause all but not less than all of the other Existing Cinemark USA
Shareholders to sell their shares of stock of Cinemark, Lee Roy Mitchell shall
give the Investors notice in writing at least thirty (30) days in advance of
such proposed sale specifying the sales price, the proposed purchaser and the
other terms of sale. The Investors shall be obligated to, and hereby agree, to
sell all of the shares of Stock owned by the Investors to such prospective
purchaser(s) for the same price per share and upon the same terms of sale as
shall be accepted by Lee Roy Mitchell and the other Existing Cinemark USA
Shareholders; provided that the price per share to be paid to the Investors is
not less than the greater of (A) the Issuer Appraised Value or (B) the average
of the closing prices during the period of the thirty (30) consecutive trading
days ending on the day immediately preceding the closing date for the sale
referred to in this Section 5 of a share of Issuer Stock as reported on the
principal national securities exchange on which the shares of Stock are listed
or admitted to trading, or, if the shares of Stock are not listed or admitted to
trading on any national securities exchange, on the National Association of
Securities Dealers Automated Quotation National Market (the "NASDAQ National
Market"), or, if the shares of Stock are not quoted on



                                       13

<PAGE>

the NASDAQ National Market, the average of the highest reported bid and the
lowest reported asked prices as furnished by the National Association of
Securities Dealers, Inc. (the "NASD") through NASDAQ, or, if not so reported
through NASDAQ, as reported through the National Quotation Bureau, Incorporated
("NQBI") or a similar organization if NASDAQ or NQBI are no longer reporting
such information.

         6. Representations and Warranties of NN, Venture II and Kristal. Each
of NN, Venture II and Kristal severally represent and warrant to Cinemark that:

                  (i) It is a corporation duly organized and validly existing
under the laws of its jurisdiction of incorporation, is in good standing in that
jurisdiction and is qualified to do business and is in good standing as a
foreign corporation in any other jurisdiction where the failure to be so
qualified or in good standing would have a material adverse effect on the
validity or enforceability of this Exchange Agreement or its ability to timely
perform its obligations hereunder;

                  (ii) It has the power and authority to enter into this
Exchange Agreement and will at all times have the corporate power and authority
to perform its obligations under this Exchange Agreement;

                  (iii) This Exchange Agreement has been duly authorized by all
requisite action on its part, has been executed and delivered by it, and this
Exchange Agreement constitutes its valid and binding obligation, enforceable in
accordance with the terms of this Exchange Agreement;

                  (iv) The execution, delivery and performance of this Exchange
Agreement by it (x) does not violate, nor to the best of its knowledge and
belief will it in the future violate, any law, regulation, order, injunction or
decree of any court or governmental authority of the country of its formation or
any other country in which it carries on business, or any political subdivision
of any of them, by, and (y) to the best of its knowledge and belief does not
require any consent from any persons or entities where the occurrence of such a
violation or the failure to obtain such consent would have a material adverse
effect on the business or financial condition of such Party or its ability to
timely perform its obligations under such agreements; and

                  (v) The execution, delivery and performance of this Exchange
Agreement by it (x) does not constitute, nor will it constitute, a breach of or
conflict with any contract to which it is a party or is bound, and (y) will not
subject the other Parties hereto to liability or damages with respect to any
contract with a third party to which it is a party or is bound.

         7. Representations and Warranties of Cinemark. Cinemark represents and
warrants to the Investors that:

                  (i) It is a corporation duly organized and validly existing
under the laws of its jurisdiction of incorporation, is in good standing in that
jurisdiction and is qualified to do business and is in good standing as a
foreign corporation in any other jurisdiction where the failure to be so
qualified or in good standing would have a material adverse effect on the
validity or enforceability of this Exchange Agreement or its ability to timely
perform its obligations hereunder;



                                       14

<PAGE>

                  (ii) It has the power and authority to enter into this
Exchange Agreement and will at all times have the corporate power and authority
to perform its obligations under this Exchange Agreement;

                  (iii) This Exchange Agreement has been duly authorized by all
requisite action on its part, has been executed and delivered by it, and this
Exchange Agreement constitutes its valid and binding obligation, enforceable in
accordance with the terms of this Exchange Agreement;

                  (iv) The execution, delivery and performance of this Exchange
Agreement by it (x) does not violate, nor to the best of its knowledge and
belief will it in the future violate, any law, regulation, order, injunction or
decree of any court or governmental authority of the country of its formation or
any other country in which it carries on business, or any political subdivision
of any of them, by, and (y) to the best of its knowledge and belief does not
require any consent from any persons or entities where the occurrence of such a
violation or the failure to obtain such consent would have a material adverse
effect on the business or financial condition of such Party or its ability to
timely perform its obligations under such agreements; and

                  (v) The execution, delivery and performance of this Exchange
Agreement by it (x) does not constitute, nor will it constitute, a breach of or
conflict with any contract to which it is a party or is bound, and (y) will not
subject the other Parties hereto to liability or damages with respect to any
contract with a third party to which it is a party or is bound.

         8. Termination.

         (a) The provisions of Sections 4 and 5 of this Exchange Agreement shall
terminate upon the earlier of (i) the consummation of an underwritten public
offering of common stock resulting in not less than 25% of the Issuer issued and
outstanding common stock being held by the public or (ii) the consummation of
any merger of the Issuer with and into a company whose common stock is publicly
traded on a national securities exchange or NASDAQ (each an "Exchange"), in
which at least 90% of the merger consideration is comprised of registered
securities listed on an Exchange and/or cash.

         (b) This Exchange Agreement shall terminate on the earlier to occur of
the following events:

                  (i) The written agreements of the Parties hereto; and

                  (ii) The Investors have exercised a Demand Registration (as.
defined in the Restated Shareholders' Agreement) in accordance with Section 5 of
the Restated Shareholders' Agreement; or

                  (iii) Cinemark Brasil registers with the Brazilian Securities
Commission under and in accordance with the provisions of the applicable
Brazilian securities legislation or law, the result of which is that thirty five
percent (35%) or more of the issued and outstanding capital stock of Cinemark
Brasil is held by the public.



                                       15

<PAGE>

         9. Miscellaneous.

         (a) Notices. Unless otherwise provided in this Exchange Agreement, all
notices, approvals, consents, or other communications purporting to affect the
rights of the Parties hereunder will be in writing and will be given personally
or by facsimile or express international courier to the Party entitled thereto
at the proper address as set forth below or at such other address as such Party
will notify to the other Parties to this Exchange Agreement.

           Cinemark:         Cinemark USA, Inc.
                             3900 Dallas Parkway, Suite 500
                             Plano, Texas 75093 U.S.A.

                             Attention:  Michael Cavalier, Vice President
                                         General Counsel
                             Facsimile Number:  (972) 665-1004

           NN:               Participacoes Ltda.
                             Rua Dr. Renato Paes de Barros, 714
                             Conjunto 64 - Sao Paulo - SP

                             Attention:  Edgar Gleich
                             Copy to:  Moises Pinsky
                             Facsimile Number: 011-5511-3849-5340

           Venture II:       VENTURE II EQUITY HOLDINGS CORPORATION
                             c/o Demarest e Almeida Advogados
                             Alameda Campinas, 1.070-7th Floor
                             Sao Paulo, SP 01401 000
                             Brazil

                             Attention:  Roberto Luz Portella
                             Facsimile Number:  55-11-888-1700

           Kristal:          KRISTAL HOLDINGS LIMITED
                             c/o Demarest e Almeida Advogados
                             Alameda Campinas, 1.070 7th Floor
                             Sao Paulo, SP 01401 000
                             Brazil

                             Attention:  Roberto Luz Portella
                             Facsimile Number: 55-11-888-1700

         Any such notice or communication (i) sent by express international
courier will be considered delivered three (3) calendar days after the date of
dispatch; (ii) sent by facsimile will be considered given on the date of such
delivery. By providing the other Party at least 30 (thirty) days' written notice
hereof, the Parties and their respective permitted successors and assigns shall
have the right from time to time and at any time during the term of this
Exchange Agreement to



                                       16

<PAGE>

change their respective addresses for notice and each shall have the right to
specify as its or his address for notices any other address.

         (b) Governing Law. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED HEREIN, THIS
EXCHANGE AGREEMENT AND THE RIGHTS AND LIABILITIES OF THE PARTIES SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS, UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
RULES OR CHOICE OF LAWS RULES THEREOF. FOR PURPOSES OF DETERMINING THE GOVERNING
LAW, THE PARTIES HERETO ACKNOWLEDGE THAT CINEMARK IS THE PROPONENT OF THIS
EXCHANGE AGREEMENT AND OF THE BUSINESS TRANSACTION EMBODIED HEREIN. NN, VENTURE
II AND KRISTAL CONSENT TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE
OF TEXAS (AND THE FEDERAL COURTS OF THE UNITED STATES), TO SERVICE OF PROCESS
BEING EFFECTED UPON IT BY REGISTERED POST SENT TO THE ADDRESS NOTED HEREIN,
UNLESS OTHERWISE REQUIRED BY THE CONFLICT OF LAWS RULES OF THE COUNTRY WHERE THE
DEFENDANT IS DOMICILED AND TO THE UNCONTESTED ENFORCEMENT OF ANY JUDGMENT OF ANY
SUCH COURT IN ANY OTHER JURISDICTION WHEREIN IT AND/OR ANY OF ITS ASSETS ARE
PRESENT. ANY LEGAL ACTION OR PROCEEDING WITH REGARD TO THIS EXCHANGE AGREEMENT
MAY BE BROUGHT IN A COURT OF COMPETENT JURISDICTION OF THE STATE OF TEXAS OR OF
THE UNITED STATES LOCATED IN DALLAS COUNTY, TEXAS, AND EACH PARTY HEREBY
CONSENTS AND AGREES TO BOTH PERSONAL JURISDICTION AND VENUE IN SUCH COURTS IN
ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY ASSERTION OR CLAIM OF INCONVENIENCE
REGARDING PERSONAL JURISDICTION AND/OR VENUE THEREIN.

         (c) Terminology. The division of this Exchange Agreement into Sections
and other subdivisions, and the titles of such subdivisions are for convenience
only, and neither limit nor amplify the provisions of this Exchange Agreement
itself. The use herein and therein of the word "including", when following any
general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not non limiting
language (such as "without limitation", or "but not limited to", or words of
similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that could reasonably fall within the
broadest possible scope of such general statement, term or matter. The language
in this Exchange Agreement shall be construed as to its fair meaning and not
strictly for or against any Party.

         (d) Amendments and Waivers. The provisions of this Exchange Agreement,
including the provisions of this paragraph (d), may not be amended, modified or
supplemented, and waivers of or consents to departures from the provisions
hereof may not be given, except by a written instrument executed by the Parties
hereto. The waiver by any Party hereto of any provision of this Exchange
Agreement shall not operate or be construed as waiver of any other provision and
no failure by any party to exercise any right or privilege hereunder shall be
deemed a waiver of such party's rights or privileges hereunder or shall be
deemed a waiver of such Party's rights to exercise the same at any subsequent
time or times hereunder.

         (e) Transfers Void. Any Transfer of any security of the Issuer in
violation of this Exchange Agreement shall be null and void, and the Issuer
covenants and agrees that it will not register or otherwise recognize a Transfer
(whether for the purposes of shareholder voting or in



                                       17

<PAGE>

connection with the distribution of dividends or other corporate assets) of any
securities which it has reason to believe was effected in violation of this
Exchange Agreement.

         (f) Specific Performance. Each of the Parties hereto acknowledge that
remedies at law may be inadequate to protect the other Party and its successors
or permitted assigns against any actual or threatened breach of this Exchange
Agreement by a Party and without prejudice to the rights and remedies otherwise
available to a Party. Each Party agrees that they shall each be entitled to seek
equitable relief by way of injunction or specific performance if the other Party
breaches or threatens to breach any of the provisions of this Exchange
Agreement. Each Party agrees to waive any requirement for the securing or
posting of any bond in connection with such remedy. Such remedies shall not be
deemed to be exclusive remedies for a breach of this Exchange Agreement but
shall be in addition to all other remedies available at law or equity. The
Parties hereby acknowledge that the payment of damages by the defaulting party
to the non-defaulting party shall not be deemed appropriate indemnification for
the failure by a Party to comply with his obligations hereunder.

         (g) Counterparts. This Exchange Agreement may be executed in one or
more counterparts, by the original Parties hereto and any successor in interest,
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same agreement.

         (h) Reformation and Severability. In the event that any provision of
this Exchange Agreement shall be held to be invalid or unenforceable, the same
shall not affect in any respect whatsoever the validity or enforceability of the
remainder of this Exchange Agreement. If a provision hereof is held to be
invalid or unenforceable, necessary modifications shall be implied or agreed to
by the Parties to achieve the economic effect intended by this Exchange
Agreement. The legality, validity and enforceability of the remaining provisions
of this Exchange Agreement shall not be affected or impaired thereby.

         (i) Further Assurances. Each Party agrees to do all acts and things and
to make, execute and deliver such further written instruments including any
actions reasonably necessary to fulfill, or to cause its Affiliates to fulfill,
its obligations under this Exchange Agreement, as may from time to time be
reasonably required to carry out the terms and provisions of this Exchange
Agreement.

         (j) Entire Agreement. This Exchange Agreement shall constitute the
entire agreement between the Parties with respect to the subject matter hereof.



                                       18

<PAGE>

                            EXCHANGE OPTION AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have caused this Exchange Option
Agreement to be executed as of the date first above written.

                                   CINEMARK USA, INC.


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



                                      S-1

<PAGE>


                            EXCHANGE OPTION AGREEMENT


                                   NN PARTICIPACOES LTDA.




                                   By: /s/ EDGAR GLEICH
                                       -----------------------------------------
                                   Name: Edgar Gleich
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   By: /s/ RICARDO ARDUINI
                                       -----------------------------------------
                                   Name: Ricardo Arduini
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------



                                      S-2

<PAGE>


                            EXCHANGE OPTION AGREEMENT


                                   VENTURE II EQUITY HOLDINGS
                                   CORPORATION, INC.




                                   By: /s/ MARIA LUCIA DE ALEMEDA PRATT E SILVA
                                       -----------------------------------------
                                   Name: Maria Lucia de Alemeda Pratt E Silva
                                         ---------------------------------------
                                   Title: Attorney-In-Fact
                                          --------------------------------------



                                       S-3

<PAGE>


                            EXCHANGE OPTION AGREEMENT


                                   KRISTAL HOLDINGS LIMITED




                                   By: /s/ MARIA LUCIA DE ALEMEDA PRATT E SILVA
                                       -----------------------------------------
                                   Name: Maria Lucia de Alemeda Pratt E Silva
                                         ---------------------------------------
                                   Title: Attorney-In-Fact
                                          --------------------------------------



WITNESSES:



-------------------------------------
Name:
     --------------------------------



-------------------------------------
Name:
     --------------------------------



                                      S-4