FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.14(i)

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement (the “First Amendment”) is made and entered into as of December 24^th, 2003 (the “Effective Date”) by and between Cinemark, Inc., a Delaware Corporation (the “Company”) and Robert Carmony (the “Executive”).

WITNESSETH:

     WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated June 19, 2002 (the “Original Agreement”); and

     WHEREAS, the Company and the Executive desire to amend the Original Agreement in accordance with the terms contained in this First Amendment.

     NOW THEREFORE, in consideration of the mutual promises and covenants set further herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Amendment to Section 3.6(c). Section 3.6 of the Original Agreement is amended in its entirety to read as follows:

     “3.6 Additional Benefits Upon a Change of Control

     (a) In the event a Change of Control (defined below) occurs during the Term, the Executive shall be entitled to receive, simultaneously with the completion of any event giving rise to a Change of Control, a cash lump sum amount equal to:

          (i) Executive’s Accrued Employment Entitlements (in accordance with the terms of the benefit plans providing such benefits, where applicable); plus

          (ii) Executive’s Base Salary for the balance of the Term, plus an amount equal to the most recent Annual Bonus received by the Executive prior to the year in which there is a Change of Control multiplied by the number of years remaining for the balance of the Term (determined without regard to any performance goals); plus

          (iii) In the event Executive’s employment is terminated following a Change of Control at any time within the term of this Agreement, the present value (as determined by a nationally recognized employee benefits consulting firm agreed to by Executive and the Company) of the premiums payable by the Company or the Executive under health, dental, life insurance, disability and accident insurance plans or programs covering Executive for the balance of the Term.

     (b) In the event of a change of control (as defined in the Company’s Long Term Incentive Plan or similar plan or agreement adopted by the Company hereafter pursuant to which stock-based, equity-based or performance compensation is granted to the Executive), any such outstanding stock-based, equity-based or performance compensation awards shall become fully vested and/or exercisable in accordance with the terms of the plan and agreement pursuant to which such compensation award was granted.

     (c) Notwithstanding any of the provisions of this Agreement and except as otherwise provided by Section 3.6(c)(i) and (ii) hereof, the amount of all payments to be made pursuant to this Section 3.6 after a Change of Control that are determined to be “parachute payments” as defined in Section 280G of

the Internal Revenue Code of 1986, as amended and then in effect at the time of such payment (the “Code”), shall be conditioned and restricted as follows:

          (i) Except as provided in Section 3.6(c)(ii) hereof, the total amounts payable hereunder that constitute parachute payments shall not exceed an amount that has a parachute payment value (determined under Section 280G of the Code) that is $1.00 less than three times the Executive’s Base Amount (as defined in Section 280G of the Code); and

          (ii) Executive shall not be entitled to any amount that would otherwise be payable without regard to this Section 3.6(c) in excess of the payment amount in Section 3.6(c)(i) (any such exc