FAUSTO RICO ALVAREZ
                           JOSE ANTONIO MANZANERO E.
                      Associated Notaries Numbers 6 and 138
                            Mexico, Federal District

(A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public. Notary Number 138.
Mexico, Federal District)

FAUSTO RICO ALVAREZ, entitled to the Notary Public number six of the Federal
District, spread upon the record, that:

THE SALES PURCHASE AGREEMENT WITH DOMAIN RESERVATION SUBJECT TO A SUSPENSIVE
CONDITION regarding (i) NINETY FOUR MILLION THREE HUNDRED AND NINETY TWO
THOUSAND SIX HUNDRED AND NINETY ONE SHARES, representing NINETY FOUR POINT THREE
NINE TWO SIX NINE ONE PERCENT OF THE CAPITAL STOCK ENTITLED TO VOTE IN "GRUPO
SYR", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, hereinafter referred to as GS&R, and
(ii) THE RIGHTS OF CREDIT DERIVED FROM BANK LIABILITIES IN CHARGE OF THE
SUBSIDIARY COMPANY OF GS&R named "SALINAS Y ROCHA", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE, hereinafter referred to as S&R that execute with the character of
Sellers, as may correspond to each one of them, "BANCO BILBAO VIZCAYA-MEXICO",
SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA,
FIDUCIARY DIVISION hereinafter referred to as BBV and/or the Fiduciary, in its
character of Fiduciary Institution in the Irrevocable Trust number F diagonal
FIFTY FIVE THOUSAND SEVENTY dash ONE, hereinafter referred to as Trust,
represented by Messrs. Fausto Vega Jaramillo and Raul Vazquez Alcantara, "BANCO
SANTANDER MEXICANO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO
FINANCIERO SANTANDER MEXICANO (before "BANCO MEXICANO", SOCIEDAD ANONIMA,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO INVERMEXICO), hereinafter
referred to as Santander; "BANCA SERFIN", SOCIEDAD ANONIMA, INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO SERFIN, hereinafter referred to as Serfin; "CITIBANK
MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, ABACO GRUPO
FINANCIERO), hereinafter referred to as Citibank and "BANCOMER", SOCIEDAD
ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO, hereinafter referred
to as Bancomer and as a whole, jointly with Santander, Serfin and Citibank,
(hereinafter referred to as the Syndicate of Banks), all of them represented by
BBV, in its character of attorney of the Syndicate of Banks, and BBV, acting as
Fiduciary in the Trust hereinafter jointly referred to as Sellers) and GRUPO
ELEKTRA, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, hereinafter referred to as the
Purchaser, represented by Gonzalo Garcia de Luca and Luis Echarte Fernandez,
according to the following Antecedents, Recitals and Clauses:

                              A N T E C E D E N T S

I.   On January 14, 1999, the Syndicate of Banks agreed to designate Operadora
     de Bolsa Serfin, Sociedad Anonima de Capital Variable, Casa de Bolsa, Grupo
     Financiero Serfin, as financial agent (hereinafter referred to as the
     Financial Agent) with the purpose to inform all the interested parties in
     acquiring (i) 94,392,691 (ninety four million three hundred and ninety two
     thousand six hundred ninety one) common, Series B shares that represent a
     94.392691% (ninety four point three nine two six nine one percent) of the
     capital stock of GS&R entitled to vote (hereinafter referred to as the
     Shares) from which 80,000,000 (eighty million) shares were owned (through
     an administrative trust) by the Syndicate of Banks, as may correspond to
     each one of them, and 14,392,691 (fourteen million three hundred and ninety
     two thousand six hundred and ninety one) shares, owned by some individual
     shareholders of GS&R through Banregio (as hereinafter referred to) and (ii)
     the rights of credit derived from bank liabilities in charge of S&R as
     referred to in the following Antecedent II, the basis (hereinafter referred
     to as the Basis) under which this joint bid of such shares and rights shall
     be governed (hereinafter referred to as the Bid). The Financial Agent
     carried out such Bid in the terms set forth in the corresponding Call
     (hereinafter referred to as the Call) that was published on January 15,
     1999 in the newspapers "Reforma", "El Financiero" and "El Economista". The
     Call and the Basis expressly stated that the Bid, as well as the joint
     transfer of the Shares and of the rights of credit derived from the bank
     liabilities in charge of S&R as referred herein above are subject to the
     condition that GS&R hold a General Ordinary and Extraordinary
     Shareholders'Meeting in which in terms of the Agenda approves the
     corresponding Bid (hereinafter referred to as GS&R Meeting.

II.  As part of the decisions contained in the restructure of liabilities
     executed on August nineteenth and twentieth, nineteen ninety nine
     (hereinafter referred to as the 1997 Restructure), the Syndicate of Banks,
     as may correspond to each one of them, agreed among other items to
     re-document approximately 20% (twenty percent) of the total bank
     indebtedness in charge of S&R as referred to in Antecedent I above,
     respectively, in ten and twelve years term, as follows: (i) through the
     execution of an acknowledgement and restructuration of indebtedness
     covenant of S&R dated august nineteen, nineteen ninety nine, that was
     subscribed among S&R, GS&R, the Syndicate of Banks, as may correspond to
     each one of them, and some of the subsidiary companies of the companies
     stated above, for the equivalent in Investment Units (hereinafter referred
     to as IUS), in that date, $537,031,118.03 (five hundred thirty seven
     million thirty one thousand one hundred and eighteen pesos 03/100 Mex. Cy.)
     in a ten year term with four years of grace, which was guaranteed with all
     the real assets property of GS&R and of its subsidiaries, pledge of credits
     in book over the accounts receivable of S&R, trademarks and shares issued
     by S&R and its subsidiaries, and a guarantee by endorsement of GS&R
     (hereinafter referred to as Indebtedness I). Indebtedness I was officially
     recorded by means of deed number forty one thousand one hundred and seventy
     two, dated August 19, 1997, granted before Mr. Roberto Nunez y Bandera,
     Notary Public number one of the Federal District (hereinafter referred to
     as the Constitutive Document of Indebtedness I), and (iii) by means of the
     execution of a covenant of acknowledgement of indebtedness of S&R dated
     August 19, 1997, subscribed among S&R and the Syndicate of Banks, as may
     correspond to each one of them, GS&R and some of its subsidiaries, for the
     equivalent in IUS, in such date up to $319,611,315.35 (three hundred
     nineteen millions six hundred and eleven thousand three hundred and fifteen
     pesos 35/100 Mex. Cy.), in a twelve year term, guaranteed with the same
     guarantees applicable to Indebtedness I, in second order of preference
     (hereinafter referred to as Indebtedness II), same that was officially
     recorded by means of deed number forty one thousand one hundred and seventy
     three, dated August 19, 1997, granted before Mr. Roberto Nunez y Bandera,
     Notary Public number one of the Federal District (hereinafter referred to
     as the Constitutive Document of Indebtedness II and jointly with the
     Constitutive Document of Indebtedness I, the Constitutive Documents of
     Indebtedness). At the same time, some of the subsidiaries of GS&R
     guaranteed Indebtedness I and Indebtedness II, respectively, with some real
     or personal guarantees which have as purpose to guarantee, on behalf of the
     Syndicate of Banks the duly fulfillment of the liabilities derived from
     such credits (hereinafter referred to as the Guarantees), regarding the
     pledge and fiduciary guarantees over the industrial property rights related
     in Antecedent VIII of this agreement, same that have the state referred to
     expressly and regarding each one of them in the document that is attached
     hereto as Exhibit "A".

     Up to date, the principal amount derived from Indebtedness I and
     Indebtedness II is of 280,778,709.54 (two hundred and eighty million seven
     hundred and seventy eight thousand and seven hundred and nine 54/100) IUS
     and of 184,221,360.17 IUS (one hundred and eighty four million two hundred
     and twenty one thousand three hundred and sixty 17/100) IUS, respectively.
     Santander, Serfin, Citibank and Bancomer jointly participate in
     Indebtedness I and Indebtedness II according to the Percentages of
     Participation set forth in each one of the Constitutive Documents of
     Indebtedness and expressly are related in the document attached hereto as
     Exhibit "B" (hereinafter referred to as the Percentages of Participation).

III. On February first, nineteen ninety nine, a Meeting of GS&R was hold and
     among other decisions, the by-laws of GS&R were totally amended and all the
     shares representing the capital stock of GS&R were joined in a sole Series
     "B" shares. A certificate issued by the Secretary of the Board of Directors
     of GS&R is attached hereto as Exhibit "C". The document issued by the
     Secretary certifies: (i) the holding of a Meeting of GS&R, and (ii) the
     decisions adopted in the Meeting of GS&R.

IV.  Immediately after the holding of GS&R Meeting, the Syndicate of Banks and
     Banco Regional de Monterrey, S.A., Institucion de Banca Multiple, Division
     Fiduciaria (hereinafter referred to as Banregio) in its character of
     fiduciary institution in the Irrevocable Trust number 851-00039 (number
     eight hundred and fifty one dash zero zero zero three nine) (hereinafter
     referred to as Shareholder's Trust) executed as majority shareholders of
     GS&R to that date, the constitution of the Trust before BBV by contributing
     as its patrimony, as may correspond to each one of them, the totality of
     the Shares. Likewise, in terms of the Trust, the Syndicate of Banks granted
     on behalf of BBV, as may correspond to each one of them, a special power of
     attorney but ample regarding its faculties, so that BBV carry out, on
     account of and to the order of the Syndicate of Banks and in the terms of
     the bid, the transfer of the rights of credit derived from Indebtedness I
     and Indebtedness II (hereinafter referred to as the Rights of Credit) in
     charge of S&R and on behalf of the Syndicate of Banks, jointly with the
     Shares (hereinafter referred to as Mandate).

V.   On January 22, 1999, the Purchaser submitted before the Financial Agent and
     according with paragraph number 2 of the Basis, the application form of
     authorization to participate in the Bid, in which the Purchaser
     unconditionally stated his total conformity regarding the content of the
     Basis, as well as his intention to acquire, by its own account, the Shares
     and Rights of Credit.

VI.  On February 2 and 26, 1999 and on March 2, 1999, respectively, the
     Financial Agent notified the Interested Parties and the Participants of the
     Bid, some amendments to the Basis, same that have as purpose, among other
     things, to extend the preliminary auditory term granted to the Participants
     of the Basis, to defer the date programmed for the submission of the offers
     and the signature of this sales purchase agreement (hereinafter referred to
     as the Sales Purchase Agreement), to adapt the Basis in order to reflect in
     the same, some comments of the Participants within the clarification
     sessions set forth in paragraph number 4.4 of the same Basis, as well as to
     grant the Financial Agent the faculties to deliver the final forms of the
     Sales Purchase Agreement and the corresponding offer prior to the act
     referred to in paragraph number 5.1 of the Basis.

VII. On March 4, 1999 and derived from the pecuniary, unconditional and
     irrevocable joint offer submitted in the Bid by the Purchaser in terms of
     paragraph number 5 of the Basis, regarding the simultaneous and joint
     acquisition of the Shares and of the Rights of Credit (hereinafter referred
     to as the Joint Offer), same that, without prejudice of the conditions
     referred to in Clause Twentieth of this agreement consisted in offering in
     an unconditional and irrevocable manner the amount of 314,261,274 (three
     hundred and fourteen million two hundred and sixty one thousand and two
     hundred and seventy four) IUS, for the Shares and Rights of Credit. The
     Fiduciary, prior the assessment and homologation of the Joint Offer by the
     Technical Committee of the Trust and by the Syndicate of Banks, as may
     correspond to any one of them, declared the Purchaser as the winner of the
     Bid, having being notified the corresponding award to the latter by the
     Financial Agent, dated on March 4, 1999 (hereinafter referred to as the
     Award). It is attached herein as Exhibit "D", a copy of deed number two
     thousand four hundred and forty nine granted before Mr. Mauricio Oropeza
     Estrada, Public Broker number fourteen of the Federal District in which is
     spread upon the record the submission of the Joint Offer.

VIII. That the Guarantees of Indebtedness I and of Indebtedness II are the
     following:

A.   Pledge Guarantee over the rights of credit in book of S&R.

B.   Guarantee Trust number 995-1/95 (nine hundred and ninety five dash one
     diagonal ninety five) (hereinafter referred to as Trust 995) incorporated
     by means of deed number thirty eight thousand five hundred and three, dated
     October thirteen, nineteen ninety five, before Mr. Roberto Nunez y Bandera,
     entitled to Notary number one of the Federal District, over the following
     properties:

(a)  FORTY EIGHT POINT NINETY NINE percent of the shares representing the
     capital stock of S&R, property of GS&R.

(b)  The rights derived from the trademarks, commercial notices, industrial
     designs and trade names, as well as the registration applications of the
     trademarks, commercial notices and trade names that are attached hereto as
     Exhibit "E" of this deed and that are the property of S&R and GS&R.

(c)  Assets whose titles of property are detailed herein:

REAL ASSETS PROPERTY OF S&R:

1.- Lot of urban land with a surface of FOUR THOUSAND EIGHTY AND EIGHT METERS,
SIXTY FIVE SQUARE DECIMETERS, and over which, S&R constructed the Building known
as Ocampo Plaza Villarreal in Monterrey, State of Nuevo Leon.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number twelve thousand four hundred and sixty two, dated on December eight,
nineteen ninety eighty two before Mr. Raul Pedroza Diaz, entitled to notary
number two of Monterrey, State of Nuevo Leon, whose first testimony was
registered in the Public Registry of Property of Monterrey, State of Nuevo Leon,
under number eight thousand seven hundred and seventy two, volume one hundred
and ninety three, book one hundred and seventy six.

2.- Lot of land number two, block six, super block XVI of the New Trace in
Torreon, State of Coahuila, with a surface of THREE THOUSAND FIVE HUNDRED AND
NINETY FOUR METERS, TWO HUNDRED AND THIRTY SIX SQUARE MILIMETERS and over which
S&R constructed the Building marked with number four hundred and thirty five of
Calzada Saltillo 400 in Torreon, State of Coahuila.

Such real asset was acquired by S&R, by means of a sales purchase agreement
ratified in the City of Torreon, State of Coahuila, on July seven, nineteen
ninety sixty four, before Mr. Francisco Jose Madero G., Director of the Public
Registry of Property, which was registered in the Public Registry of Property of
Viesca, State of Coahuila, under number one hundred and fifty seven, folio one
hundred and fifty two, volume third.

3.- Lot of land located in the fourth letter "A", block twenty five,
Fraccionamiento Primitivo, in Torreon, State of Coahuila that has five meters in
front to the North by forty two meters ten centimeters, with fund and the lot
located in the fourth letter "A", block number twenty five, Fraccionamiento
Primitivo in Torreon, State of Coahuila, that has fifteen meters in front of
Avenida Juarez and forty two meters ten centimeters to the bottom.

Over the real assets before described, S&R constructed the building marked with
number eight hundred and fifty nine of Avenida Juarez, in Torreon, State of
Coahuila. Such real assets were acquired by S&R, by a sales purchase agreement
inserted in deed number one hundred and nine, dated on April 23, 1938 before Mr.
Hector Gonzalez, notary public of Monterrey, State of Nuevo Leon, whose first
testimony was registered in the Public Registry of Property of Viesca, State of
Coahuila, under number twenty seven, folio forty four, volume one hundred and
seventeen, section first.

4.- Lot of land coming from Lot of land number one, of the Fraccionamiento built
in what it was Rancho Colorado, which was identified as the lot located in
Colonia San Felipe Hueyotlipan, forming a corner with the Streets Nicolas Bravo
and Avenida San Felipe in Puebla, State of the same name, with a surface of
SEVEN THOUSAND FIVE HUNDRED AND NINE METERS, NINETY SIX SQUARE DECIMETERS, and
over which S&R constructed a Building located in the corner of Street N. Bravo
and A. Serdan, in Puebla, State of the same name.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number thirty nine thousand and three hundred and twelve, dated on February
twenty six, nineteen eighty one before Mr. Jose Bustos Jimenez, entitled to
notary number ten of Puebla, State of the same name, whose first testimony
registered in the Public Registry of Property of Puebla, State of the same name,
under item four hundred and nine, folio one hundred and eleven in both sides,
tome three hundred and forty three, book first.

5.- Lot of land identified with letter "A" corresponding to the first surface
that compose the second stage of the Fraccionamiento named "Las Hadas" in
Puebla, State of the same name, with a surface of EIGHT THOUSAND AND EIGHT
METERS, TWENTY EIGHT SQUARE DECIMETERS.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number twenty four thousand four hundred and one, dated on December first,
nineteen eighty one before Mr. Sergio Tinoco Loera, entitled to notary number
five of Puebla, State of the same name, whose first testimony was registered in
the Public Registry of Property of Puebla, State of the same name, in folio one
hundred and sixty eight, tome three hundred and forty nine, book one, item
ninety five thousand one hundred and seventy three main index, on May fourth,
nineteen eighty two.

In such deed, the representative of S&R stated that in part of the real asset
there is going to be built a department store and in the other part was going to
be built a parking lot. The same deed has constituted a right of way on behalf
of "FRACCIONADORA ADRIANA", SOCIEDAD ANONIMA regarding the part of the surface
without construction, i.e., regarding FOUR THOUSAND SQUARE METERS destined to
the parking lot.

6.- Two lots of land located in block "G" marked with numbers one to sixteen in
front of Dionisio Rodriguez, Plaza Calzada, Paseo Hospicio and Pasaje one in the
Centro Metropolitano in Guadalajara, State of Jalisco, which jointly form a
complete block, with a total surface of THREE THOUSAND NINE HUNDRED AND SEVENTY
FIVE METERS, TWELVE SQUARE DECIMETERS and over which S&R constructed the
building marked with number twenty two of Paseo Hospicio in Guadalajara, State
of Jalisco.

Such real assets were acquired by S&R, by a sales purchase agreement inserted in
deed number seven hundred and thirty four, dated on May thirteen, nineteen
eighty, before Mr. Alberto Rosas Benitez, entitled to notary number sixty six in
Guadalajara, State of Jalisco, whose first testimony was registered in the
Public Registry of the Property of Guadalajara, State of Jalisco, under number
thirty nine, folios two hundred and fifty seven and two hundred and sixty five,
book six hundred and fifty three, section first of the first office.

7.- The real asset marked with number one hundred and nine (before number
eleven) of the street of Allende in Pachuca, State of Hidalgo, with a surface of
EIGHT HUNDRED AND FORTY FIVE SQUARE METERS, and over which S&R constructed the
building marked with number one hundred and nine of the street Allende in
Pachuca, State of Hidalgo.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number four thousand seven hundred and ninety nine, dated September
fifteen, nineteen eighty nine, before Mr. Hector Edgardo Guerrero Acosta,
entitled to notary number ten of Pachuca de Soto, State of Hidalgo, acting as
associate in the protocole of notary number eight, whose first testimony was
registered in the Public Registry of the Property in Pachuca State of Hidalgo,
under number two thousand one hundred and ninety three, tome first, book first,
section first.

8.- The house marked with number four hundred and two of Avenida Independencia,
Colonia Centro in Oaxaca de Juarez, State of Oaxaca, with a surface of SIX
HUNDRED AND TWELVE SQUARE METERS, FORTY THREE SQUARE DECIMETERS, over which S&R
constructed the building marked with number four hundred and two of Avenida
Independencia in Oaxaca, State of the same name.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number sixty one thousand three hundred and fifty two, dated May 29,
nineteen ninety one, before Mr. Fernando Catano Muro Sandoval, entitled to
notary number seventeen of the Federal District, whose first testimony was
registered in the Public Registry of Property of Oaxaca, State of the same name,
under number one hundred and fifty seven, book seven hundred and eighty seven,
section first.

An urban lot of land identified as lot fifteen of block twenty one located in
Avenida Los Cedros, Fraccionamiento "Los Reyes Loma Alta", in the city of
Cardenas, State of Tabasco, with a surface of THREE HUNDRED SQUARE METERS, and
over which S&R constructed the building located in Avenida de los Cedros, in
Cardenas, State of Tabasco.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number one thousand five hundred and seventy five, dated March first,
nineteen ninety one, before Mrs. Concepcion Perez Ahuja, entitled to notary
number three of Cardenas, State of Tabasco, acting as substitute in the
protocole of notary number one hundred and seven, whose first testimony was
registered in the Public Registry of Property of Cardenas, State of Tabasco,
under number four hundred and seventy five, folios one thousand one hundred and
fifty nine through one thousand one hundred sixty two, volume thirty five, being
affected by such agreement the lot of land number ten thousand one hundred and
thirty three trough folio one hundred and ninety three, main book, volume,
thirty five bis.

10.- The real asset marked with numbers twenty seven and twenty nine of Avenida
Rivera de San Cosme, Colonia Santa Maria la Rivera, in the Federal District,
with a surface of EIGHT HUNDRED AND SEVENTY FOUR SQUARE METERS, and over which
S&R constructed Building located in Avenida Rivera de San Cosme, Federal
District.

Such real asset was acquired by S&R, by transfer of property in execution of the
trust, by means of deed number sixty thousand forty seven, dated May six,
nineteen ninety one, before Mr. Francisco Fernandez Cueto y Barros, entitled to
notary number sixteen of the Federal District, whose first testimony was
registered in the Public Registry of Property of this capital, in real folio
number nine million five hundred and thirty thousand two hundred and twenty six.

11.- The house marked with number three hundred and thirteen of Avenida Tres
Poniente in Puebla, State of the same name, with a surface of FIVE HUNDRED AND
FORTY THREE METERS, TWELVE SQUARE DECIMETERS.

Such real asset was acquired by S&R, by a sales purchase agreement inserted in
deed number ten thousand five hundred and fifty two, dated April twenty one,
nineteen ninety four before Mr. Carlos Roberto Sanchez Castaneda, entitled to
notary number fifty of Puebla, State of the same name, whose first testimony was
registered in the Public Registry of Property of Puebla, State of the same name,
under number four hundred and fifty, folios one hundred and forty one, tome nine
thousand three hundred and ninety two, volume five hundred and six, book first.

S&R FIDEICOMISSARY RIGHTS:

By deed number forty two thousand three hundred and forty four, dated December
seven, nineteen eighty three, before Mr. Joaquin Tiburcio Rodriguez, entitled to
notary number eleven of Veracruz, State of Veracruz, whose first testimony was
registered in the Public Registry of Property of Veracruz, State of Veracruz,
under number forty six, pages one through thirty six, volume first, section
first, S&R gave in trust to "BANCA SERFIN", SOCIEDAD ANONIMA, INSTITUCION DE
BANCA MULTIPLE, GRUPO FINANCIERO SERFIN, the lot identified with number nine,
zone "D", also known as "Department Store" of the building of the trade center
"Plaza Mocambo", and common elements that may correspond to it, with surface of
FIVE THOUSAND SIX HUNDRED AND FIFTY EIGHT METERS, FOUR SQUARE DECIMETERS. The
purposes of the trust are the following:

1.- That the Fiduciary receives in property the trust estate. 2.- That the
Fiduciary grants the Fideicomissary the use of the trust estate, without giving
them any real right. 3.- That the Fiduciary constitutes guarantees by
instructions of the Fideicomissary over the trust estate without responsibility
for the Fiduciary. 4.- That the Fiduciary transfer the trust estate to the
Fideicomissary or to the persons that the Fideicomissary indicates provided that
they have legal capacity to acquire them.

RIGHTS OVER THE REAL ASSETS PROPERTY OF S&R, IN PROCESS OF BEING OFFICIALY
RECORDED:

1.- By private financial lease agreement, dated March nineteen, nineteen ninety
two, S&R as lessor obtains the right to acquire on August twelve, nineteen
ninety nine, the lot of commercial land marked with number two of the block
thirty two, Fraccionamiento Hacienda del Parque, Second Step, located in the
Municipio of Cuatitlan Izcalli, State of Mexico, with surface of SIXTEEN
THOUSAND TWO HUNDRED TWO METERS, FIVE THOUSAND ONE HUNDRED AND THIRTY EIGHT
SQUARE CENTIMETERS.

2.- By private financial lease agreement, dated November nine, nineteen ninety,
S&R as lessor obtained the right to acquire the urban lot number four hundred
and eighty eight of street sixty one, section one, block eighty in Merida, State
of Yucatan, with surface of ONE THOUSAND TWO HUNDRED AND SEVENTY THREE METERS,
SEVENTY THREE SQUARE DECIMETERS.

S&R PROPERTY RIGHTS OVER IRREGULAR REAL ASSETS:

1.- Lot of land in triangular form located in block one, Colonia Obrera in
Monterrey, State of Mexico.

2.- By deed number five thousand nine hundred and fifteen, dated June twenty
five, nineteen eighty one, before Mr. Antonio Cardenas Maxemin, entitled to
notary number nineteen in Guadalajara, State of Jalisco, whose first testimony
was registered in the Public Registry of Property of Guadalajara, State of
Jalisco, under number ten, folios sixty four through seventy one, book two
hundred and three, section first, S&R acquired a fraction of land located over
Calzada Ricardo Flores Magon, forming the corner with street Emiliano Zapata in
Huentitan El Alto, State of Jalisco.

(d) over present and future inventories and rights of credit property of S&R.

(e) further contributions.

1.- By deed number thirty nine thousand seven hundred and ninety seven, dated
August twenty nine, nineteen ninety six, before Mr. Roberto Nunez y Bandera,
entitled to notary number one of the Federal District, whose first testimony was
registered in the Public Registry of Property in Merida, Yucatan, under item
twelve thousand one hundred and sixty three, folio two hundred and seventy six,
tome one hundred and ninety three dash "B", volume II, book first, item ninth
and the description of the land in folio seventy seven, tome twenty eight "L",
sole volume, book first, S&R contributed to Trust 995, the lot of urban land
number four hundred and eighty eight of Street sixty one, section one, block
eighty in the city of Merida, State of Yucatan, related above under the section
of Real assets in process of being officially recorded.

2.- By deed number forty one thousand one hundred and sixty two, dated August
eighteen, nineteen ninety seven, before the same notary set forth in paragraph
above, S&R contributed to Trust 995, the rights of joint estate equivalent to
the fifty percent of a lot of land in a triangular form located in block number
one of Colonia Obrera in Monterrey, Nuevo Leon, block limited by streets M.M.
del Llano Tapia Zona Oriental and Primera Avenida, related before under the
section of Irregular Real Assets.

3.- By deed number forty one thousand one hundred and sixty four, dated August
eighteen, nineteen ninety seven, before the same notary above, S&R contributed
to Trust 995 the rights of joint estate equivalent to twenty point nine thousand
four hundred and fifty eight percent regarding lot one of block thirty two and
constructions built in them, identified as the Store Salinas and Rocha, in
Fraccionamiento "Hacienda del Parque Segunda Etapa", located in Cuautitlan,
Izcalli, Distrito de Cuautitlan de Romero de Rubio, State of Mexico.

4.- By deed number forty one thousand one hundred and sixty three, dated August
eighteen, nineteen ninety seven, before the same notary stated above, S&R
contributed to Trust 995, the property marked with number twenty one of the
street Doctor Jose Maria Coss Norte in the city of Apatzingan de la
Constitucion, State of Michoacan de Ocampo.

B.   The administration trust, guarantee and payment number 997-8/95 (nine
     hundred and ninety seven dash eight diagonal ninety five), (hereinafter
     referred to as Trust 997), by means of deed number thirty eight thousand
     four hundred and ninety nine, dated October thirteen, nineteen ninety five,
     before Mr. Roberto Nunez y Bandera, entitled to notary number one of the
     Federal District, among others, over the following properties:

GS&R PROPERTIES:

1.- 50.99 % (fifty point ninety nine percent) of the shares representing the
capital stock of S&R property of GS&R.

2.- Lot of land located in the Southeastern block of the crossing of the Streets
Juarez and Ocampo in Monterrey, State of Nuevo Leon, with a surface of TWO
HUNDRED FORTY TWO METERS, TWENTY FIVE SQUARE DECIMETERS, and over which GS&R
constructed the building located in the corner of Avenida Juarez and Calle de
Ocampo in Monterrey, State of Nuevo Leon.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number ten thousand two hundred and ten, dated February eleven, nineteen
seventy two, before Mr. Jose G. Guzman M., entitled to notary number twenty
eight in Monterrey, State of Nuevo Leon, whose first testimony was registered in
the Public Registry of Property of Monterrey, State of Nuevo Leon, under number
one thousand seven hundred and seventy six, volume one hundred and seventy
seven, book thirty six, section first, sub-section of property.

3.- Lot of land with improvements in it constructed, located in the crossing of
Streets Alvaro Obregon and Avenida Colon in Monterrey, State of Nuevo Leon, with
surface of SIX HUNDRED AND SIXTY SIX METERS, SEVENTY FIVE SQUARE DECIMETERS and
over which GS&R constructed the building located in the corner of Avenida Colon
and Avenida Alvaro Obregon in Monterrey, State of Nuevo Leon.

Such real asset was acquired by GS&R, by exchange, by deed number fifteen
thousand four hundred and eighty four, dated May twenty six, nineteen seventy
five, before the same notary stated above, whose first testimony was registered
in the Public Registry of Property in Monterrey, State of Nuevo Leon, under
number one thousand one hundred and twenty six, volume one hundred and eighty
eight, book twenty three, section first, sub-section of property.

4.- Lots of land one and one "A" of block thirty two, section three and one lot
of land surrounded by the streets of Ocampo, Rio Santa Catarina, Juarez and a
street without name, as well as the constructions in them built in Monterrey,
State of Nuevo Leon, with a total surface of ONE THOUSAND ONE HUNDRED AND FIFTY
FOUR POINT NINETY SEVEN SQUARE METERS, and over which GS&R constructed the
Building located in the corner of Avenida Juarez and Calle Ocampo in Monterrey,
State of Nuevo Leon.

Such real assets were acquired by GS&R, by a sales purchase agreement inserted
in deed number six thousand six hundred and ninety five, dated April eighteen,
nineteen sixty nine, before the same notary stated above, whose first testimony
was registered in the Public Registry of Property of Monterrey, State of Nuevo
Leon, under number one thousand three hundred and thirteen, volume one hundred
and seventy one, book fourth, section first, sub-section of property.

5.- Blocks thirty four, thirty five and thirty seven and street located between
blocks thirty five and thirty seven, as well as the street located between
blocks thirty four and thirty five, section three in Monterrey, State of Nuevo
Leon, with a total surface of SIX THOUSAND ONE HUNDRED AND FORTY EIGHT METERS,
SIXTEEN SQUARE DECIMETERS and over which GS&R constructed the Building marked
with number one hundred and eight of the Street Ocampo, in Monterrey, State of
Nuevo Leon.

Such real assets were acquired by GS&R by a sales purchase agreement inserted in
deed number six thousand two hundred and eighty, dated November eleven, nineteen
sixty eight, before the same notary stated above, whose first testimony was
registered in the Public Registry of Property in Monterrey, State of Nuevo Leon,
under number one thousand one hundred and seventy, volume one hundred and
seventy one, book fifth, section first, sub-section of property.

6.- Block number thirty six, before twenty seven, located in front of Avenida
Constitucion, in the Eastern part of the City of Monterrey, State of Nuevo Leon,
with a surface of TWO THOUSAND METERS, TWENTY FIVE SQUARE DECIMETERS, and over
which GS&R constructed the Building without number of Avenida Constitucion, in
Monterrey, State of Nuevo Leon.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number fifteen thousand seven hundred and forty six, dated July twenty
five, nineteen seventy five, before Mr, Alfredo de la Fuente S., notary
adscribed number twenty eight of Monterrey, State of Nuevo Leon, whose first
testimony was registered in the Public Registry of Property of Monterrey, State
of Nuevo Leon, under number two thousand nine hundred and eleven, volume one
hundred and eighty four, book fifty nine, section first, sub-section of
property.

7.- Lot of land that was a property of the municipality in front of the north
parameter of Avenida Constitucion in Monterrey, State of Nuevo Leon, with a
surface of TWO HUNDRED AND EIGHTY EIGHT SQUARE METERS and over which GS&R
constructed the Building without number in front of Avenida Constitucion, in
Monterrey, State of Nuevo Leon.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number three thousand one hundred and seventy nine, dated October eighth,
nineteen seventy nine, before Mr. Juan Antonio de la Fuente Villarreal, entitled
to notary number twenty nine of Monterrey, State of Nuevo Leon, whose first
testimony was registered in the Public Registry of Property of Monterrey, State
of Nuevo Leon, under number five hundred and fifty four, volume one hundred and
eighty nine, book twelfth, section first, sub-section of property.

8.- Real asset marked with number one hundred and fourteen (before marked with
number two, afterwards with number seven and later with number one) of the
street of Constitution in Toluca, State of Mexico, with an approximate surface
of FIVE HUNDRED THIRTY SIX SQUARE METERS, and over which GS&R constructed the
Building marked with number one hundred and fourteen of Avenida Constitucion in
Toluca, State of Mexico.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number thirty nine thousand seven hundred and forty five, dated August
fourteen, nineteen sixty four, before Mr. Jorge Sanchez Cordero Davila, entitled
to notary number fifteen of the Federal District, whose first testimony was
registered in the Public Registry of Property of Toluca, State of Mexico, in the
first section, book first, volume ninety six, pages twenty four and under number
twenty two thousand seventy hundred and eighty two.

9.- A lot of land located in block fifty of Avenida Colon, limited by the
following streets Avenida Colon to the North; Reforma to the South; Heroes del
47 to the East and Alvaro Obregon to the West in Monterrey, State of Nuevo Leon,
with a surface of NINE HUNDRED AND SIXTY THREE METERS, TWENTY SQUARE
CENTIMETERS, and over which GS&R constructed the Building without number in
front of Avenida Colon, in Monterrey, State of Nuevo Leon.

Such real asset was acquired by GS&R by means of the execution of the trust, by
means of deed number fifteen thousand seven hundred and thirty eight, dated July
twenty four, nineteen seventy five, before Mr. Alfredo de la Fuente S., entitled
to notary number twenty eight of Monterrey, State of Nuevo Leon, whose first
testimony was registered in the Public Registry of Property of Monterrey, State
of Nuevo Leon under number four thousand five hundred and forty two, volume one
hundred and eighty eight, book ninth, section first.

10.- House marked with number four hundred and nine, also marked with number
four hundred and eleven (before number seventy three) of Avenida Juarez, block
fifty nine, identified as block one, line five, section fourth, in the City of
Mante, State of Tamaulipas, with a surface of THREE HUNDRED AND EIGHTEEN METERS,
TEN SQUARE CENTIMETERS and over which GS&R constructed the Building marked with
number four hundred and eleven of Avenida Juarez Poniente, in the City of Mante,
State of Tamaulipas.

Such real asset was acquired by GSyR, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, by a
sales purchase agreement inserted in deed number fifty five thousand nine
hundred and thirteen, dated September twenty six, nineteen seventy two, before
Mr. Jorge Sanchez Cordero Davila, entitled to notary number fifteen of the
Federal District, whose first testimony was registered in the Public Registry of
Property of the City of Mante, State of Tamaulipas, under number twenty nine
thousand five hundred and forty two, file six hundred and three, section first.

11.- Lot of land marked with numbers one hundred and forty, one hundred and
forty two and one hundred and forty four of Avenida Cinco de Mayo, block third,
zone first, in Leon, State of Guanajuato, with and approximate surface of SIX
HUNDRED AND EIGHTY NINE METERS, TWENTY SQUARE DECIMETERS and over which GS&R
constructed the Building marked with number one hundred and forty two of the
street Cinco de Mayo in Leon, State of Guanajuato.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number one hundred and forty eight, dated May twenty four, nineteen sixty
nine, before Mr. Manuel Rubio Isusi, entitled to notary number sixty four in
Leon, State of Guanajuato, whose first testimony was registered in the Public
Registry of Property of Leon, State of Guanajuato, under number one thousand and
fifty four, folios four hundred and forty three through four hundred and forty
four, tome ninety eight.

12.- Lot of land located in Hermosillo, State of Sonora, in whose property was
raised a warehouse in an exhibition room, with a surface of ONE THOUSAND SQUARE
METERS and over which GS&R constructed the Building located in the corner of the
streets Gustavo Munoz and Tlaxcala in Hermosillo, State of Sonora.

Such real asset was acquired by GS&R by a sales purchase agreement inserted in
deed number two thousand and twenty four, dated July second, nineteen sixty six,
before Mr. Jorge Martinez Calderon, entitled to notary number seventeen of
Hermosillo, State of Sonora, whose first testimony was registered in the Public
Registry of Property in Hermosillo, State of Sonora, under number thirty three
thousand six hundred and thirty nine, volume ninety nine, section first.

13.- The house marked with number ninety of Avenida Morelos, and the land,
located in Delegacion Xochimilco in the Federal District, with a surface of ONE
THOUSAND THREE HUNDRED SQUARE METERS and over which GS&R constructed the
Building marked with number ninety of Avenida Morelos in the Federal District.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number fifty eight thousand six hundred and thirty three, dated March
first, nineteen seventy four before Mr. Jorge Sanchez Cordero Davila, entitled
to notary fifteen of the Federal District, whose first testimony was registered
in the Public Registry of Property of this city, in section first, folio four
hundred and seven and under number five hundred and sixty one, tome one hundred
and ninety nine, volume seventh, today real folio number nine million one
hundred and fifty two thousand five hundred and sixty seven.

14.- Lots of land six and seven, block five, Colonia Moderna in the City of
Nogales, State of Sonora with a surface of ONE THOUSAND FIVE HUNDRED AND THIRTY
TWO METERS, FIFTY THREE DECIMETERS AND FORTY FOUR SQUARE CENTIMETERS and over
which GS&R constructed the Building marked with number seven hundred and fifty
of Avenida Obregon in the City of Nogales, State of Sonora.

Such real asset was acquired by GS&R, by a sales purchase agreement with domain
reservation inserted in deed number two thousand six hundred and ninety four,
dated May second, nineteen eighty nine, before Mr. Heriberto Montes de Oca
Armstrong, entitled to notary number thirty eight in the City of Nogales, State
of Sonora, whose first testimony was registered in the Public Registry of
Property of Nogales, State of Sonora, under number twenty eight thousand two
hundred and thirteen, tome ninety four, section first.

And by deed number sixteen thousand and ninety four, before the same Notary
Public, whose first testimony was registered in the public Registry of Property
of Nogales, State of Sonora, under number twenty eight thousand two hundred and
seventy two, tome ninety four, section first, was spread into the record the
cancellation of the domain reservation constituted over the real asset described
above.

15.- Lot of urban land and building constructed in it, known as department
number one hundred and seventy three of the Building of departments "Pino
Suarez", located in eastern addition of the City of Juarez, State of Chichuahua,
with surface of ONE HUNDRED AND FIFTY FOUR METERS, TWO DECIMETERS AND THIRTY
FOUR SQUARE CENTIMETERS and over which GS&R constructed the Building marked with
number one hundred and seventy three of the street Pino Suarez, in the city of
Juarez, State of Chihuahua.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number nine thousand two hundred and eighteen, dated July twenty three,
nineteen ninety one, before Mr. Enrique Cordova Reyes, entitled to notary number
ten of the City of Juarez, State of Chihuahua, whose first testimony was
registered in the Public Registry of Property in the City of Juarez, State of
Chihuahua, under number two hundred and ninety six, folios twenty seven, book
one thousand nine hundred and thirty six, section first.

16.- Lot of land located forming a corner with the streets Sur Dos and Avenida
Poniente Cinco, and constructions existing in it, in Orizaba, State of Veracruz,
with an approximate surface of SIX HUNDRED AND NINETY SEVEN SQUARE METERS, and
over which GS&R constructed the Building marked with number two hundred and
fifteen of the street Sur Dos in Orizaba, State of Veracruz.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number eight thousand four hundred and ninety nine, dated June three,
nineteen eighty eight, before Mr. Victorino Valdes Fernandez, entitled to notary
number eight in Orizaba, State of Veracruz, whose first testimony was registered
in the Public Registry of Property in Orizaba, State of Veracruz, under number
one thousand seven hundred and ninety five, folios six thousand three hundred
and seventy four through six thousand threee hundred and ninety four, section
first.

17.- Lot of land number three pertaining to lot designated in Poza Rica, located
in Colonia Lazaro Cardenas, in Poza Rica de Hidalgo, State of Veracruz, with a
surface of TWO THOUSAND ONE HUNDRED AND EIGHTY SEVEN SQUARE METERS and over
which GS&R constructed the Building in front of Boulevard Ruiz Cortines, in Poza
Rica de Hidalgo, State of Veracruz.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number fifty two thousand four hundred and fifty nine, dated November ten,
nineteen seventy, before Mr. Jorge Sanchez Cordero Davila, entitled to notary
number fifteen of the Federal District, whose first testimony was registered in
the Public Registry of Property of Poza Rica, State of Veracruz, under number
six hundred and sixteen, folios six thousand five hundred and thirty eight
through six thousand five hundred and forty seven, tome twenty seven, section
first.

18.- Urban lot located in block number one thousand one hundred and sixty seven,
of the Eastern Addition, in the city of Juarez, State of Chihuahua, with a
surface of TWO HUNDRED THIRTY EIGHT METERS, NINETEEN SQUARE DECIMETERS.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number one thousand nine hundred and thirty nine, dated October twenty,
nineteen ninety four, before Mr. Carlos B. Silveyra Sayto, entitled to notary
number twenty three of the City of Juarez, State of Chihuahua, whose first
testimony was registered in the Public Registry of Property of the City of
Juarez, State of Chihuahua under number three thousand three hundred and ninety
three, folios one hundred and ninety three, book two thousand one hundred and
ninety three, section first.

19.- Lot of land identified with block number thirty three, section three, of
the Urbanization of Rio de Santa Catarina, in Monterrey, State of Nuevo Leon,
with total surface of ONE THOUSAND TWO HUNDRED AND FIFTY SIX METERS, EIGHTY
EIGHT SQUARE CENTIMETERS and over thish GS&R constructed the building without
number in front of Avenida Constitucion, in Monterrey, State of Nuevo Leon.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number twenty two thousand two hundred and ninety eight, dated September
twenty nine, nineteen sixty nine, before Mr. Heriberto Roman Talavera, entitled
to notary number sixty two of the Federal District, whose first testimony was
registered in the Public Registry of Property in Monterrey, State of Nuevo Leo,
under number three thousand thirty two, volume one hundred and seventy one, book
eleven, section first, sub-section of property.

20.- Lots of land marked with numbers forty six and forty seven of
Fraccionamiento "El Prado", forming both lots a unit, in Monclova, State of
Coahuila, with a total surface of ONE THOUSAND TWO HUNDRED SQUARE METERS and
over which GS&R, constructed the building located in the corner of Avenida
Cuauhtemoc and Street Huizache, in Monclova, State of Coahuila, with a surface
of ONE THOUSAND TWO HUNDRED SQUARE METERS.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number sixty one, dated December twenty three, nineteen seventy four,
before Mr. Rafael Ibarra Chacon, entitled to notary number sixteen of Monclova,
State of Coahuila, whose first testimony was registered in the Public Registry
of Property of Monclova, State of Coahuila, item number nine hundred and forty
nine, folios thirty seven, tome sixteen, Series "A", book first, section second.

21.- Lot of urban land and building in it constructed located in fifty two
meteres seventy centimeteres of the street Abraham Gonzalez, of block number one
thousand one hundred and sixty seven, eastern addition of the City of Juarez,
State of Chihuahua, with surface of TWO HUNDRED SEVENTY FIVE METERS, EIGHTY
THREE DECIMETERS AND FORTY EIGHT SQUARE MILIMETERS and over which GS&R
constructed the building marked with the number one hundred and forty five of
Callejon Internacional, in Ciudad Juarez, State of Chihuahua.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number eight thousand nine hundred and fifty five, dated March eight,
nineteen ninety one, before Mr. Enrique Cordova Reyes, entitled to notary number
ten of the City of Juarez, State of Chihuahua, whose first testimony was
registered in the Public Registry of Property of Ciudad Juarez, State of
Chihuahua, under number one thousand one hundred and thirty five, folios eighty
eight, book one thousand nine hundred and ninety five, section first.

22.- Lot of land and house in it constructed located in block number one
thousand one hundred and sixty seven of Eastern Addition of the City of Juarez,
State of Chihuahua, with surface of ONE THOUSAND EIGHT HUNDRED AND NINETY
METERS, SIX SQUARE DECIMETERS and over which GS&R constructed the building
marked with number one hundred and seventy nine of the street Dieciseis de
Septiembre, in the City of Juarez, State of Chihuahua.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number seven thousand seven hundred and thirty four, dated January
seventeen, nineteen eighty nine, before the same notary stated above, whose
first testimony was registered in the Public Registry of Property in the city of
Juarez, State of Chihuahua, under number one thousand eight hundred and forty
one, folio one hundred and fourteen, book one thousand and six hundred and
eighty one. Section first.

23.- Lots of urban land and building constructed in it known as department
number one hundred and seventy nine and one hundred and sixty one of the
building of departments "Pino Suarez" located in the eastern addition of the
City of Juarez, State of Chihuahua, which have the following surfaces:

a)   About department number one hundred and seventy nine, a surface of ONE
     HUNDRED AND FIFTY NINE METERS, SIX HUNDRED AND TWENTY FOUR SQUARE
     MILIMETERS.

b)   About department number one hundred and sixty one, a surface of ONE HUNDRED
     AND SIXTY FOUR METERS, THIRTY FIVE DECIMETERS AND TWENTY SIX SQUARE
     CENTIMETERS.

Such real assets were acquired by GS&R, by a sales purchase agreement inserted
in deed number nine thousand four hundred and eight, dated October thirty one,
nineteen ninety one, before the same notary above, whose first testimony was
registered in the Public Registry of Property of the City of Juarez, State of
Chihuahua, regarding department number one hundred and seventy nine, under
number one thousand two hundred and forty eight, folios seventy three, book one
thousand nine hundred and sixty eight, section first.

And regarding department number one hundred and sixty one, under number one
thousand two hundred and forty nine, folio seventy four, book one thousand nine
hundred and sixty nine, section first.

24.- Lot of urban land and building constructed in it located in block number
one thousand one hundred and sixty seven, Eastern Addition of the Legal Fund of
the City of Juarez, State of Chihuahua, with surface of FIVE HUNDRED FIFTEEN
METERS, TWENTY SEVEN SQUARE DECIMETERS.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number eight thousand six hundred and seventy eight, dated September
seventeen, nineteen ninety, before Mr. Jorge Antonio Alvarez Complean, notary
public adscribed to notary number ten of the City of Juarez, State of Chihuahua,
whose first testimony was registered in the Public Registry of Property of the
city of Juarez, State of Chihuahua, under number two thousand four hundred and
ninety one, folio one hundred and fifty five, book one thousand eight hundred
and ninety one, section first.

25.- Lot of urban land and building constructed in it, located in block number
one thousand one hundred and seventy six, Eastern Addition in Ciudad Juarez,
State of Chihuahua, with surface of FIVE HUNDRED TWENTY FIVE METERS, EIGHTY
SEVEN SQUARE DECIMETERS.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number eight thousand three hundred and forty nine, dated February twenty,
nineteen ninety, before Mr. Enrique Cordova Reyes, entitled to notary number ten
of Ciudad Juarez, State of Chihuahua, whose first testimony was registered in
the Public Registry of Property of Ciudad Juarez, State of Chihuahua, under
number two thousand seven hundred and thirty two, folios one hundred and sixty
six, book one thousand seven hundred and seventy two, section first.

26.- Lot of urban land and building constructed in it, located in block number
one thousand one hundred and sixty seven, Eastern Addition in Ciudad Juarez,
State of Chihuahua, with a surface of FOUR HUNDRED AND FIFTY TWO METERS, SIXTY
SQUARE DECIMETERS.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number eight thousand three hundred and sixty, dated February twenty even,
nineteen ninety, before the same notary as above, whose first testimony was
registered in the Public Registry of Property of Bravos, State of Chihuahua,
under number three thousand three hundred and eighty six, folio one hundred and
ninety eight, book one thousand eight hundred and seventy six, section first.

27.- Lot of urban land and building constructed in it, located in block one
thousand one hundred and sixty seven, in the City of Juarez, State of Chihuahua,
with surface of THREE HUNDRED AND EIGHTY METERS, NINETY EIGHT SQUARE DECIMETERS.

Such real asset was acquired by GS&R, by a sales purchase agreement inserted in
deed number nine thousand four hundred and seven, dated October thirty first,
nineteen ninety one, before the same notary above, whose first testimony was
registered in the Public Registry of Property of the City of Juarez, State of
Chihuahua, under number one thousand six hundred and seventy two, folios one
hundred and fifteen, book one thousand nine hundred and fifty two, section
first.

GS&R FIDEICOMISSARY RIGHTS:

By deed number twenty, dated November fifteen, nineteen ninety one, before Mr.
Helio E. Ayala Villarreal, entitled to notary number one hundred and ten of
Monterrey, State of Nuevo Leon, whose first testimony was registered in the
Public Registry of Property of Ciudad Juarez, State of Chihuahua, under
registration number three thousand and seventeen, folio one hundred and sixty
two, book one thousand nine hundred and seventy seven, section first in the
Public Registry of Property in Mexicali, State of Baja California, under
registration number fifty seven thousand and nine, tome nine hundred and eighty,
civil section, in the Public Registry of Property of Ensenada, State of Baja
California, under registration number fifty two thousand seventy three, tome
three hundred fifty three, civil section and in the Public Registry of Property
in Acapulco, State of Guerrero in real folio number eighty three thousand and
seventy six, GS&R gave in Trust to "BANCA SERFIN", SOCIEDAD ANONIMA, INSTITUCION
DE BANCA MULTIPLE, GRUPO FINANCIERO SERFIN, among others the following real
assets:

a)    A lot of land, letter "C", block twenty four of the Official Plan of
      Ensenada, State of Baja California, with a surface of FIVE HUNDRED SQUARE
      METERS, and over which GS&R constructed the building marked with number
      sixty five of the street Cuarta, in Ensenada, State of Baja California.

b)    Lot of land that is a part of lot six, block six, section first of the
      Official Plan of Mexicali, State of Baja California, with a surface of
      SEVEN HUNDRED SIX SQUARE METERS, FIFTY HUNDREDTH, and over which GS&R
      constructed the Building marked with number one hundred and seventeen of
      Avenida Altamirano, in Mexicali, State of Baja California.

c)    A lot of land known as Agricultural Lot number forty four, in Colonia
      Esperanza in Mexicali, State of Baja California, with a surface of EIGHT
      THOUSAND SIX METERS, FIFTY SEVEN SQUARE DECIMETERS and over which GS&R
      constructed the building located in the corner of Avenida Uxmal and Street
      Quintana Roo in Mexicali, State of Baja California.

d)    The real asset located in Avenida Dieciseis de Septiembre marked with
      number two hundred and thirty one East, known as the Building of Casino
      Juarez, with a surface of ONE THOUSAND EIGHTEEN METERS, TWENTY DECIMETERS
      AND SIXTY SQUARE CENTIMETERS.

e)    Lots of land number one hundred and seventy five and one hundred and
      seventy six, block thirty four, in the urban zone of Ejido de Santa Cruz,
      in Acapulco, State of Guerrero, with a surface of ONE THOUSAND SIX HUNDRED
      AND SIXTY SIX SQUARE METERS, and over which GS&R constructed the building
      located in the corner of Avenida Acapulco and Calle Uno, in Acapulco,
      State of Guerrero.

f)    Lot "E", block twenty four of the Official Plan of Ensenada, State of Baja
      California, with a surface of ONE THOUSAND TWO HUNDRED AND FIFTY SQUARE
      METERS and over which GS&R constructe the building marked with number four
      hundred and seventy seven of Avenida Ruiz Cortines in Ensenada, State of
      Baja California.

GS&R POSSESSORY RIGHTS, SUIT IN PROCESS.

1.   A lot of land and a brick house constructed in it, located in the Eastern
     sidewalk of Street Quinta between Abasolo and General Manuel Gonzalez in
     Matamoros, State of Tamaulipas with a surface of FORTY THREE METERS in its
     Northern and Southern sides, and with THIRTY TWO METERS, in its Eastern and
     Western sides. Such real asset was acquired by Mr. Hugo Salinas by a sales
     purchase agreement inserted in deed number forty six thousand eight hundred
     and sixty seven, dated April twenty four, nineteen fifty before Mr. Luis
     Ramirez de Alba, entitled to notary number forty seven in Matamoros, State
     of Tamaulipas, whose first testimony was registered in the Public Registry
     of Property in Matamoros, State of Tamaulipas, under number nine thousand
     one hundred and eighty five, file one hundred and eighty four, section
     first in Matamoros.

2.   Lot number one hundred and thirty seven and constructions there existing in
     it of the Official Plan in Tampico, State of Tamaulipas with surface of
     TWENTY METERS, NINETY FIVE CENTIMETERS in front and FORTY ONE METERS NINETY
     CENTIMETERS in the bottom.

     Such real asset was acquired by Mr. Joel Rocha Barocio, by a sales purchase
     agreement inserted in deed number three thousand five hundred and seventy,
     dated March twenty eight, nineteen fifty three before Mr. Maclovio C.
     Sierra, entitled to notary number fourteen in Tampico, State of Tamaulipas,
     whose first testimony was registered in the Public Registry of Property in
     Tampico, State of Tamaulipas, under registration number nine thousand eight
     hundred and thirty two, file one hundred and ninety seven, section first in
     Tampico.

GS&R RIGHTS OF PROPERTY OVER THE FOLLOWING IRREGULAR REAL ASSETS:

1.   Lot of land marked with number seven, block thirty three, central zone of
     Tijuana, State of Baja California, with surface of ONE THOUSAND ONE HUNDRED
     AND FOUR SQUARE METERS.

2.   Lot of land number three, block II, of the Street Kinic, section first, of
     the Industrial Zone in Cancun, State of Quintana Roo, with a surface of
     SEVEN HUNDRED SQUARE METERS.

     Such real asset was acquired by GS&R by sales purchase agreement dated
April eleven, nineteen ninety one.

REAL ASSET PROPERTY OF "BIENES RAICES EN PROMOCION DEL CENTRO", SOCIEDAD ANONIMA
DE CAPITAL VARIABLE:

Lot of land number twenty two of the streets Enrique Gonzalez Martinez (before
marked with number sixteen of Chopo street) in Colonia Santa Maria la Ribera, in
the Federal District, with surface of NINE HUNDRED EIGHTY TWO SQUARE METERS.

Such real asset was acquired by "BIENES RAICES EN PROMOCION DEL CENTRO",
SOCIEDAD ANONIMA DE CAPITAL VARIABLE by a sales purchase agreement inserted in
deed number sixty four thousand six hundred and fifty, dated November five,
nineteen ninety two, before Mr. Fernando Catano Muro Sandoval, entitled to
notary number seventeen in the Federal District, whose first testimony was
registered in the Public Registry of Property of this capital, in real folio
number nine million three hundred and ninety nine thousand five hundred and
forty eight.

FIDEICOMISSARY RIGHTS OF "BIENES RAICES EN PROMOCION DEL CENTRO", SOCIEDAD
ANONIMA DE CAPITAL VARIABLE:

1.   By deed number sixty one thousand five hundred and eighty seven, dated July
     nine, nineteen ninety one, before the same notary above, whose first
     testimony was registered in the Public Registry of Property of this
     capital, in real assets folios number nine million three hundred and thirty
     four thousand one hundred and eight, nine million three hundred and thirty
     four thousand one hundred and nine and nine million three hundred and
     thirty four thousand one hundred and ten, where was spread into the record
     the irrevocable trust agreement, by means of Mr. Hassan Manzur Nunez, in
     its character of trustor affected the lot formed by three portions of land
     and constructions therein existing, located in Avenida Mixcoac, actually
     Avenida Revolucion and the streets of Rembrandt and Miguel Angel, Colonia
     Nonoalco, Delegacion Benito Juarez in the Federal District, that are marked
     with number seven of Rembrandt street, seven hundred and fifty seven of
     Avenida Revolucion before Mixcoac and ninety nine of the Miguel Angel
     street, with a surface as a whole of TWO THOUSAND SIX HUNDRED AND THIRTY
     THREE SQUARE METERS, SIX HUNDRED AND TWENTY FIVE SQUARE MILIMETERS.

RIGHTS OF PROPERTY OF "BIENES RAICES EN PROMOCION DEL CENTRO", SOCIEDAD ANONIMA
DE CAPITAL VARIABLE OVER IRREGULAR REAL ASSETS:

1.- Lot of urban land with a building in it marked with number one thousand
nineteen of Primera Avenida Sur Poniente, forming a corner with Novena Calle
Poniente Sur, in Tuxtla Gutierrez, State of Chiapas, with surface of TWO
THOUSAND FIVE HUNDRED AND SIXTY THREE METERS, SIXTY EIGHT SQUARE DECIMETERS.

Such real asset was acquired by "BIENES RAICES EN PROMOCION DEL CENTRO",
SOCIEDAD ANONIMA DE CAPITAL VARIBLE, by leasing agreement, dated January twenty
three, nineteen ninety two.

2.- An approximate area of TWO THOUSAND TWO HUNDRED AND THIRTY FIVE SQUARE
METERS, to be destined to the construction of a commercial site within the
Commercial Center named "Plaza La Hacienda", located in a lot of land with an
approximate surface of FORTY SEVEN THOUSAND EIGHT HUNDRED AND FIFTY THREE
METERS, FORTY SQUARE DECIMETERS, in Fraccionamiento Villas de la Hacienda, in
the Municipality of Atizapan de Zaragoza, State of Mexico.

Such real asset was acquired by "BIENES RAICES EN PROMOCION DEL CENTRO",
SOCIEDAD ANONIMA DE CAPITAL VARIABLE by means of a sales purchase agreement,
dated December twenty, nineteen ninety one.

NEW CONTRIBUTIONS

By deed number forty thousand six hundred and fifty, dated October sixteen,
nineteen ninety five, before Mr. Jorge A. Sanchez Cordero Davila, entitled to
the notary number one hundred and fifty three in the Federal District, "BIENES
RAICES EN PROMOCION DEL CENTRO", SOCIEDAD ANONIMA DE CAPITAL VARIABLE acquired
by exercising the option of a leasing agreement, the urban lot marked with
number one thousand nineteen, Primera Avenida Sur Poniente, forming a corner
with Novena Calle Poniente Sur in Tuxtla Gutierrez, State of Chiapas, related
above within the description of assets contributed to Trust 997.

D. INDUSTRIAL MORTGAGE GRANTED BY "PRODUCTOS METALICOS VULCANO", SOCIEDAD
   ANONIMA

By deed number thirty eight thousand four hundred and ninety six, dated October
eleven, nineteen ninety five, before Mr. Roberto Nunez y Bandera, entitled to
notary number one in the Federal District, was spread into the record the
industrial mortgage granted by "PRODUCTOS METALICOS VULCANO", SOCIEDAD ANONIMA
on behalf of The Banks, over the following real assets:

1.- Lot of land located in a place named "Labores Nuevas", block that limit the
streets of Francisco Beltran, to the North; Ruben Dario, to the South; Avenida
Churubusco, to the East and Venustiano Carranza, to the West, in a regular
manner, in Monterrey, State of Nuevo Leon, with a surface of FOURTEEN THOUSAND
NINE HUNDRED AND FORTY FIVE METERS, SIXTY TWO SQUARE DECIMETERS.

Such real asset was acquired by "PRODUCTOS METALICOS VULCANO", SOCIEDAD ANONIMA,
by a sales purchase agreement inserted in of deed number one thousand two
hundred and thirty seven, dated December fifteen, nineteen sixty five, before
Mr. Juan M. de la Garza Evia Junior, entitled to notary number ten in Monterrey,
State of Nuevo Leon, whose first testimony was registered in the Public Registry
of Property in Monterrey, State of Nuevo Leon, under number one hundred and
forty six, folio one hundred and ninety seven dash one hundred and ninety eight,
volume one hundred and sixty seven, book four, section first, sub-section of
property.

2.- An urban lot located in Monterrey, State of Nuevo Leon, with a surface of
NINE HUNDRED AND SEVENTY FIVE METERS, TWENTY FIVE SQUARE CENTIMETERS.

Such real asset was acquired by "PRODUCTOS METALICOS VULCANO", SOCIEDAD ANONIMA,
by a sales purchase agreement inserted in deed number one hundred and seventeen,
dated October two, nineteen fifty six, before Mr. Esteban Gonzalez Westrup,
notary public in Monterrey, State of Nuevo Leon, whose first testimony was
registered in the Public Registry of Property in Monterrey, State of Nuevo Leon,
under number one thousand three hundred and ninety nine, folio one hundred and
forty one, volume one hundred and forty nine, book first, section first,
sub-section of property.

3.-  Lot or urban land located in Monterrey, State of Nuevo Leon.

Such real asset was acquired by "PRODUCTOS METALICOS VULCANO", SOCIEDAD ANONIMA,
by a sales purchase agreement inserted in deed number one hundred and sixteen,
dated September twenty nine, nineteen fifty six, before the same notary above,
whose first testimony was registered in the Public Registry of Property in
Monterrey, State of Nuevo Leon, under number one thousand three hundred and
ninety four, folio one hundred and thirty nine, volume one hundred and forty
nine, book first, section first, sub-section of property.

4.- Lot of land located in a place named "Labores Nuevas", in the block that
limits the streets of Francisco Beltran, to the North; Ruben Dario, to the
South; Avenida Churubusco, to the East and Venustiano Carranza to the West, in a
regular manner in Monterrey, State of Nuevo Leon, with a surface of FOURTEEN
THOUSAND NINE HUNDRED AND FORTY FIVE METERS, SEVENTY TWO SQUARE CENTIMETERS.

Such real asset was acquired by "PRODUCTOS METALICOS VULCANO", SOCIEDAD ANONIMA,
by a sales purchase agreement inserted in deed number one thousand two hundred
and thirty four, dated December fifteen, nineteen sixty five, before Mr. Juan M.
de la Garza Evia Junior, entitled to notary number ten in Monterrey, State of
Nuevo Leo, whose first testimony was registered in the Public Registry of
Property in Monterrey, State of Nuevo Leon, under number one hundred and forty
six, volume one hundred and sixty seven, book four, section first, sub-section
of property.

5.- Over all the real assets that form part of "PRODUCTOS METALICOS VULCANO",
SOCIEDAD ANONIMA, except for the money in cash, the credits on behalf of the
enterprise and any other current asset of the same company.

B. INDUSTRIAL MORTGAGE GRANTED BY "COLCHONES", SOCIEDAD ANONIMA:

By deed number thirty eight thousand four hundred and ninety seven, dated
October eleven, nineteen ninety five, before Mr. Roberto Nunez y Bandera,
entitled to notary number one in the Federal District, was spread into the
record the industrial mortgage granted by "COLCHONES", SOCIEDAD ANONIMA, on
behalf of The Banks, over the following assets:

1.- The lot of land located in the block surrounding the streets Felix U. Gomez
(before Zona Oriente), Tapia, M.M. del Llano and Agustin Melgar (before Fourth
Avenue), in the Colonia Obrera, and constructions therein existing, in
Monterrey, State of Nuevo Leon, with an approximate surface of THREE THOUSAND
SIX HUNDRED AND EIGHTY ONE METERS, SEVENTEEN SQUARE CENTIMETERS.

Such real asset was acquired by "COLCHONES", SOCIEDAD ANONIMA, by a sales
purchase agreement inserted in deed number two hundred and twenty five, dated
August first, nineteen thirty six, before Mr. Hector Gonzalez, notary public of
Monterrey, State of Nuevo Leon, whose first testimony was registered in the
Public Registry of Property in Monterrey, State of Nuevo Leon, under number two
hundred and forty, folio fourteen, volume one hundred and nine, section first,
sub-section of great property.

2.- Lot of land located in a place named "Labores Nuevas", in the block that
limits the streets of Francisco Beltran, to the North; Ruben Dario, to the
South; Avenida Churubusco, to the East; and Venustiano Carranza, to the West, in
a regular form, in Monterrey, State of Nuevo Leon, with a surface of FOUR
THOUSAND EIGHT HUNDRED AND TWENTY ONE METERS, TWENTY SQUARE DECIMETERS.

3.- Lot of land located in a place named "Labores Nuevas" in the block that
limits the streets Francisco Beltran, to the North; Ruben Dario, to the South;
Avenida Churubusco, to the East and Venustiano Carranza, to the West; in a
regular manner, in Monterrey, State of Nuevo Leon, with a surface of TEN
THOUSAND ONE HUNDRED AND TWENTY FOUR METERS, FIFTY TWO SQUARE DECIMETERS.

Such real assets were acquired by "COLCHONES", SOCIEDAD ANONIMA, by sales
purchase agreement inserted in deed number one thousand two hundred and thirty
six, dated December fifteen, nineteen sixty five, before Mr. Juan M. de la Garza
Evia Junior, entitled to notary number ten of Monterrey, State of Nuevo Leon,
whose first testimony was registered in the Public Registry of Property of
Monterrey, State of Nuevo Leon, under number one hundred and forty five, folio
one hundred and ninety six dash one hundred and ninety seven, volume one hundred
and sixty seven, book fourth, section first, sub-section of property.

4.- Lot of urban land number seven, block thirty three, Fraccionamiento
Industrial Vallejo, Delegacion Azcapotzalco in the Federal District, with a
surface of ELEVEN THOUSAND SEVEN HUNDRED AND TWENTY FOUR METERS, EIGHTY SQUARE
DECIMETERS.

Such real asset was acquired by "COLCHONES", SOCIEDAD ANONIMA, by a sales
purchase agreement inserted in deed number thirty one thousand three hundred and
twenty seven, dated December two, nineteen fifty five, before Mr. Rogerio R.
Pacheco, entitled to notary number eighteen in the Federal District, whose first
testimony was registered in the Public Registry of Property of this capital, in
section first, tome one hundred and twenty nine, Series "A" third volume, pages
two hundred and sixty six and undernumber four hundred and seventy six.

5.- Over all the real Assets that form part of "COLCHONES", SOCIEDAD ANONIMA,
except for the money in cash, the credits on behalf of the enterprise and any
other current asset of the company.

C. AMENDMENT TO TRUST 995.

By deed number forty one thousand one hundred and sixty seven, dated August
nineteen, nineteen ninety seven, before Mr. Roberto Nunez y Bandera, entitled to
notary number one in the Federal District, was spread into the record the
amendment covenant of Trust 995, so that hereinafter it is guaranteed
Indebtedness I in a first place and in a preference degree, Indebtedness II and
in a second place and in a preference degree.

D. AMENDMENT TO TRUST 997.

By deed number forty one thousand one hundred and sixty eight, dated August
nineteen, nineteen ninety seven, before the same notary above, was spread into
the record the amendment covenant of Trust 997, hereinafter it is guaranteed
Indebtedness I in a first place and in a preference degree, Indebtedness II and
in a second place and in a preference degree.

E. AMENDMENT TO MORTGAGES.

1.- By deed number forty one thousand one hundred and sixty nine, dated August
nineteen, nineteen ninety seven, before the same notary above, was spread into
the record the amendment of the industrial mortgage constituted by "PRODUCTOS
METALICOS VULCANO", SOCIEDAD ANONIMA DE CAPITAL VARIABLE, modifying its nature
by means of a civil mortgage constituted in first place and degree on behalf of
the Syndicate of Banks.

Likewise, Bank Creditors exempted of guarantee constituted in the original
mortgage, the industrial unit including the personal assets directed to
exploitation, money in cash and the credits on behalf of "PRODUCTOS METALICOS
VULCANO", SOCIEDAD ANONIMA, originated by its operations.

2.- By deed number forty one thousand one hundred and seventy, dated August
nineteen, nineteen ninety seven, before the same notary as above, was spread
into the record the amendment of the industrial mortgage constituted by
"COLCHONES", SOCIEDAD ANONIMA, modifying its nature by means of a civil mortgage
constituted in first place and degree on behalf of the Syndicate of Banks.

Likewise, the Syndicate of Banks exempted of the guarantee constituted in the
original mortgage of the industrial unit including the personal assets directed
to the exploitation, the money in cash and the credits on behalf of Colchones,
originated by its operations.


                                R E C I T A L S .


I.   BBV and the Syndicate of Banks, the latter by means of the Fiduciary, who
     at the same time acts by means of the fiduciary delegates state, under
     protest of telling the truth, that:

(a)  BBV in its character of fiduciary institution in the Trust, is the only and
     legitimate proprietor of the Shares that are affected to the Trust in the
     terms and with the extension referred to in the certificate issued by BBV
     and that is attached herein as Exhibit "F". BBV is also duly recognized as
     GS&R shareholder in terms of the certificate issued by the Secretary of the
     Board of Directors attached hereto as Exhibit "G", in which it is spread
     upon the record: (i) the number of Shares that BBV is entitled to in the
     capital stock of GS&R, in its character of fiduciary institution in terms
     of the Trust, (ii) the percentage of participation that the shares
     represent in the total amount of the capital stock of GS&R entitled to vote
     as of this date, and (iii) the duly registration of BBV, in its character
     of fiduciary institution, in the Register Book of Shares of GS&R.

      The total amount of the Shares as of this date is totally subscribed and
      paid and free of all liens and/or of domain limits and is free of any
      controversy, claim, suit or demand.

(b)  The Syndicate of Banks, as may correspond to each one of them, is duly
     faculted to carry out the execution of this agreement, subject to what it
     is set forth in this instrument, and specifically to transfer the
     Purchaser, in the terms herein established, the titles of the Rights of
     Credit, according to the Percentages of Participation that each one of them
     have, being the Syndicate of Banks, as may correspond to each one of them,
     the only one entitled to the Rights of Credit, in terms and under the
     circumstances referred to in the Constitutive Documents of the
     Indebtedness.

(c)  It does not exist as of this date, nor shall there exist, sales purchase
     options, preferential rights, liabilities, titles or any other security or
     convertible instrument into shares representing the outstanding capital
     stock of GS&R, before or after the date of signature of this agreement,
     that may: (i) limit, diminish or restrict the faculties of BBV to carry out
     the free transfer of the Shares on behalf of the Purchaser in the terms
     herein established, (ii) limit or restrict the free exercise and
     disposition of the rights incorporated to the Shares, or (iii) diminish or
     dissolve, in any manner, the percentage of participation that as of this
     date the Shares represent, taking into account the capital stock of GS&R.

(d)  According to the Constitutive Documents of Indebtedness and except as
     otherwise expressly set forth in paragraph (b) of the following Clause
     Twentieth, there does not exist any limit or restriction that, as the case
     may be, prohibits or restricts the Syndicate of Banks to carry out the
     transfer of the Rights of Credit in the terms set forth herein, since in
     terms of Clause Eighteen of each one of the Constitutive Documents of
     Indebtedness, S&R and each one of the Guarantors (as are defined and
     specified in the Constitutive Documents of Indebtedness) expressly and
     irrevocable granted the Syndicate of Banks faculties so that, in terms of
     article two hundred and ninety nine of the General Law of Credit
     Instruments and of Credit Operations, carry out the assignment or the
     discount of the Rights of Credit, waiving the Syndicate of Banks, as of
     this date, to the exercise of the preferential right regarding the Rights
     of Credit. Such express waiving is spread upon the record of the document
     attached hereto as Exhibit "H one" through Exhibit "H four" of this
     Agreement. Notwithstanding the foregoing and in terms of Clause Eighteen of
     this Agreement, the Syndicate of Banks shall be bound to notify S&R about
     the transfer of the Rights of Credit on behalf of the Purchaser subject to
     the terms and conditions set forth in clause Eighth hereto.

(e)  BBV, in its character of fiduciary institution, as instructed by the
     Technical Committee of the Trust and in terms of the Mandate, as it was
     instructed by the Syndicate of Banks, carried and has carried out, as of
     this date, all the necessary legal acts to execute and perform,
     indistinctivelly, the Bid, the acceptance and homologation of the Joint
     Offer, the issuance of the Decision, as well as the execution of this
     agreement, being the purposes of such Trust, as well as the purpose of the
     Mandate to allow or permit the execution of such acts. Likewise, its
     fiduciary delegates count, as of this date, with the necessary faculties to
     bind BBV in terms of this agreement, without such faculties being modified,
     limited or revoked.

(f)  According to what it is stated in paragraph (e) above, nor the execution
     nor the performance of the Bid, nor the homologation, nor the acceptance of
     the Joint Offer, nor the execution of this agreement implies, or as the
     case may be, imply a breach in terms of (i) the Trust, (ii) the Mandate,
     (iii) the by-laws of BBV, of the trustors in the Trust, or as the case may
     be, of GS&R and/or any of the subsidiary companies of the latter, (iv) any
     agreement or any liability of which any of the Sellers, respectively, form
     part or it is applicable or exceptionable to them, as the case may be, (v)
     any law, regulation or general provision in effect in the Unites States of
     Mexico that prevent the Sellers (and/or GS&R and S&R, as may correspond to
     them) to strictly, completely and in due time comply with the rights and
     obligations that are stipulated and derived from their duties in terms of
     this agreement.

(g)  To issue the Decision, in conformity with the Basis, the Technical
     Committee of the Trust and the Syndicate of Banks, take into account, as
     may correspond to them, the amount and characteristics of the Joint Bid
     submitted by the Purchaser in the Bid, since in such Joint Bid, the highest
     price for the joint acquisition of the Shares and of the Rights of Credit
     were offered, in the intelligence that the documents and information also
     submitted by the Purchaser attached to the application of the corresponding
     authorization and during the Bid, under judgement of the Technical
     Committee and the Financial Agent, comply with the requirements set forth
     in the Basis.

(h)  Except as otherwise provided in the procedure to reduce the Price of the
     Package (as the latter is defined herein) as set forth in clause Thirteenth
     and in the responsibility referred to in the following clauses Sixteenth
     and Seventeenth, nor the Sellers, nor the Trustors in the Trust
     respectively assume or shall assume any responsibility before the Purchaser
     or before any third party, for any cause different to those expressly set
     forth in this agreement in the sale and transfer of property of the Shares
     and of the Rights of Credit.

(i)  The guarantees are those described in Antecedent VIII of this instrument.
     The pledge and fiduciary guarantees over industrial property rights keep
     the state described in Exhibit "A" attached hereto.

(j)  Both BBV, as fiduciary institution, and the Syndicate of Banks, as may
     correspond to each one of them, act in good faith, without their will being
     affected by error, fraud or bad faith.

(k)  They exclusively know about the financial position of GS&R, of S&R and of
     their subsidiary companies based in (i) the financial information contained
     in GS&R consolidated financial statements as of December thirty first,
     nineteen ninety eight duly audited by means of the signature of external
     auditors Mancera, Sociedad Civil, Ernst & Young (hereinafter referred to as
     the Financial Statements) attached hereto as Exhibit "I", and (ii) the
     legal, corporate, financial and commercial documents that, as the case may
     be, were available and were put into the disposition of the Purchaser in
     terms of paragraph number 4 of the Basis.

I.   The Purchaser states by means of its representatives and under protest of
     telling the truth, that:

(a)  It is a company duly incorporated according to the Laws of the United
     States of Mexico.

(b)  Its representatives count with the necessary faculties to execute this
     agreement, as it is credited hereinafter.

(c)  It has carried out, as of this date, all the necessary corporate acts to
     execute this agreement, as well as to interfere and to participate in the
     Bid and to submit the Joint Offer, since its corporate purpose allows it to
     carry out, among other acts, the acquisition of the Shares, as well as the
     acquisition of the Rights of Credit, without the execution of this
     agreement implying a breach of (i) its By-laws, (ii) an agreement or any
     obligation that forms part or that is applicable or exceptionable, as the
     case may be (iii) any effective law, regulation or general provision in the
     United States of Mexico, that prevent the Purchaser to strictly, completely
     and in due time comply with the rights and obligations set forth and
     derived from its duties in terms of this agreement.

(d)  Exclusively knows based in (i) the Financial Statements, and (ii) in the
     legal, corporate, financial and commercial documents that were available
     and that were put into the disposition of the Purchaser in terms of
     paragraph number 4 of the Basis, the financial position of GS&R, of S&R and
     of the subsidiary companies of GS&R. The Purchaser has practiced in terms
     of paragraph number 4 of the Basis a legal, financial and accounting review
     of GS&R and of its subsidiary companies, of the assets and liabilities of
     the latter, as well as of the same legal, corporate, financial and
     commercial documents that, as the case may be, were available and were put
     into the disposition of the Purchaser in terms of paragraph number 4 of the
     Basis, respectively. On the other hand and regarding what it is stated
     above, the Purchaser, in terms of paragraph number 4 of the same Basis, (i)
     obtained the answer of the questions that, as the case may be, were
     formulated regarding the information of GS&R, the assets and liabilities of
     GS&R and each one of the subsidiary companies of GS&R, (ii) hold meetings
     with the directive and/or operative officers of GS&R and of its
     corresponding subsidiaries that, as the case may be, were applied in terms
     of the same Basis, and (iii) likewise, carried out physical inspection
     visits to the assets and/or to the facilities that are the property or are
     in the possession of GS&R and/or of its subsidiaries that, as the case may
     be, and under its responsibility are considered necessary. (e) It
     participated in the Bid process and likewise, it executes this sales
     purchase agreement knowing in every moment that it shall only have the
     right to obtain, as the case may be, a reduction in the Price of the
     Package, exclusively under the terms and conditions set forth in clauses
     Thirteenth, Fourteenth and Fifteenth of this instrument and likewise,
     knowingly that nor the Sellers, nor the Trustors in the Trust, assume or
     shall assume, as may correspond to each one of them and except otherwise
     set forth herein, before the Purchaser or before any third party, any
     responsibility, for any cause, because of the sale and transfer of the
     property of the Shares and of the Rights of Credit, in the terms of this
     instrument.

(f)   It exclusively acts in its name and on its own account, as stated in the
      application of authorization and in the Joint Offer submitted in the Bid
      in which it becomes the winner.

(g)  It acts in good faith, being its will expressed without error, fraud and
     bad faith.

(h)   As it convenes to its interests and in the terms and statements contained
      in the Joint Offer and in this instrument, it desires and agrees to
      purchase the Shares and Rights of Credit to the Sellers, as may correspond
      to each one of them, and precisely in the terms agreed herein.

NOW THEREFORE, in consideration of the Antecedents and Recitals contained
herein, the parties agree as follows:

                                 CHAPTER FIRST.

                SALES PURCHASE AGREEMENT WITH DOMAIN RESERVATION

                                  C L A U S E S

FIRST. JOINT SALES PURCHASE OF THE PACKAGE.- Subject to the compliance of all
and each one of the suspensive conditions established in this agreement and in
conformity with its terms, the Sellers jointly sell to the Purchaser, and the
Purchaser buys and acquires from the Sellers (i) all the Shares and (ii) all the
Rights of Credit (hereinafter referred to as the Package), in such manner and in
the terms established in article one thousand nine hundred and sixty one of the
Civil Code for the Federal District, applicable in a suppletory manner in
mercantile matters.

The parties agree that, subject to the fulfilment of the conditions referred to
in this instrument, the Rights of Credit shall be acquired by the Purchaser with
all what in fact and in right may correspond to them, including in an
enunciative but not limited manner, all the Guarantees in terms and for the
effects referred to in article two thousand and thirty two of the Civil Code for
the Federal District, applicable in a suppletory manner in mercantile matters.

SECOND. PRICE OF THE PACKAGE.- The price for the sales purchase of the Package
referred to in clause First above, is the total amount of 314,261,274 IUS (three
hundred and fourteen million two hundred and sixty one thousand two hundred and
seventy four Investment Units) (hereinafter referred to as the Price of the
Package); such price was offered by the Purchaser in the Joint Offer. The Price
of the Package is exempt of the Added Value Tax in terms of fraction seventh of
article ninth of the corresponding Law.

THIRD. PAYMENT OF THE PRICE OF THE PACKAGE.- The Purchaser is bound to pay the
Sellers, by means of BBV, the Price of the Package, in the following manner:

(a)  The amount in Pesos, Mexican currency equivalent to 78,565,318.5 IUS
     (SEVENTY EIGHT MILLION FIVE HUNDRED AND SIXTY FIVE THOUSAND THREE HUNDRED
     AND EIGHTEEN POINT FIVE Investment Units), that represent a 25% (twenty
     five percent) of the Price of the Package in the date of signature of this
     agreement. Such amount is paid and delivered by the Purchaser in Pesos,
     Mexican currency, according to what it is set forth in clause Seventh of
     this agreement and in the following paragraphs (i) and (ii).

In this sense, the Purchaser is bound to pay the Sellers, as a first installment
of the Price of the Package, the amount of $ 194,974,922.40 (ONE HUNDRED AND
NINETY FOUR MILLION NINE HUNDRED AND SEVENTY FOUR THOUSAND AND NINE HUNDRED AND
TWENTY TWO PESOS AND FORTY CENTS, Mexican currency. Taking as the conversion
value, the one applicable on the tenth day of March, nineteen ninety nine, i.e.,
2.481692 (TWO POINT FOUR HUNDRED AND EIGHTY ONE THOUSAND SIX HUNDRED AND NINETY
TWO PESOS), Mexican currency. The amount above mentioned is delivered to the
Sellers according to what it is set forth in the following clause Seventh and
shall be received and applied by the Sellers on account of the payment of the
Price of the Package, according to the preferential order referred to in the
following clause Fifth:

(a)  By means of the application, upon the election of the Purchaser, of the
     guarantee of seriousness and of payment constituted by the same Purchaser
     in terms of paragraph number 3.2 of the Basis (hereinafter referred to as
     the Guarantee of Seriousness and of Payment). Such guarantee is nominated
     in U.S. dollars. In the event that the Purchaser applies the Guarantee of
     Seriousness and of Payment to pay the installment of the Price of the
     Package as referred to in paragraph (a) of this clause, the Purchaser must
     notify the Sellers on writing about such situation, by means of BBV, with
     for at least one business day prior to the date of signature of this
     agreement. If this is the case, the application of the Guarantee of
     Seriousness and of Payment shall be done in Pesos, Mexican currency
     according to the exchange rate that in order to pay the pecuniary
     obligations nominated in foreign currencies is published by the Bank of
     Mexico in the Federal Official Gazette in that date, in the understanding
     that the delivery of the funds covered by the Guarantee of Seriousness and
     of Payment shall be carried out in terms of such guarantee and subject to
     what it is disposed of in clauses Fifth and Seventh of this agreement. In
     the event that the Purchaser decides not to apply the Guarantee of
     Seriousness and of Payment to pay the installment of the Price of the
     Package in the terms set forth herein, the Purchaser must credit, by means
     of BBV, also with for at least one business day prior to the date of
     signature of this agreement, that the Purchaser has issued irrevocable
     instructions to a financial institution, so that the amount in Pesos,
     Mexican currency of the Guarantee of Seriousness and of Payment, in the
     date in which such notice is done and in the terms set forth above, is
     delivered in such way and applied as set forth in this paragraph (a) of
     this clause in the account of the Sellers referred to in the following
     clause Seventh. The foregoing, in the understanding that in such assumption
     and as the case may be, the Purchaser binds itself to deliver in an
     irrevocable manner to the Sellers and due to a loss in the currency
     exchange, the difference that may exist between the amount effectively
     delivered by the corresponding financial institution in the terms referred
     to above and the amount that effectively was perceived by the Sellers in
     the event the Purchaser has elected the application of the Guarantee of
     Seriousness and of Payment as stated in this subparagraph (i).

The parties agree that the Guarantee of Seriousness and of Payment shall remain
effective in terms of the Basis until the total payment of the installment of
the Price of the Package referred to in paragraph (a) of this clause is not
carried out in terms of the following clause Seventh, and likewise, in the
understanding that the material devolution of the mentioned Guarantee of
Seriousness and of Payment shall proceed until the installment is totally paid
by the Purchaser. If this is the case, the material devolution of the Guarantee
of Seriousness and of Payment herein stated shall be carried out by BBV no later
than the following immediate business day to that in which the Purchaser credits
the total payment of the installment of the Price of the Package as referred to
in paragraph (a) of this clause and in terms of the following clause Seventh.

(ii) By means of the payment in cash, in Mexican currency, of the outstanding
     balance of the first installment of the Price of the Package as referred to
     in this paragraph (a), once the amount of the Guarantee of Seriousness and
     of Payment is discounted or as the case may be, it is applied the
     equivalent amount in the terms set forth in subparagraph (i) above in the
     assumption that the Purchaser has elected not to apply such guarantee. The
     outstanding balance to this date amounts $145,757,992.40 (ONE HUNDRED AND
     FORTY FIIVE MILLION SEVEN HUNDRED AND FIFTY SEVEN THOUSAND NINE HUNDRED AND
     TWENTY TWO PESOS WITH FORTY CENTS, MEXICAN CURRENCY).

The Sellers, as may correspond to each one of them and by means of BBV, shall
give the Purchaser a receipt of the payment of the 25% (twenty five percent) of
the Price of the Package set forth in paragraph (a) of this clause, once the
payment of such amount is credited by the Purchaser in the account and subject
to the terms referred to in the following clauses Fifth and Seventh.

(a)  The amount in Pesos, Mexican currency equivalent to 78,565,318.5 IUS
     (SEVENTY EIGHT MILLION FIVE HUNDRED AND SIXTY FIVE THOUSAND THREE HUNDRED
     AND EIGHTEEN POINT FIVE Investment Units), which represent a 25% (twenty
     five percent) of the Price of the Package shall be paid no later than the
     following 60 (sixty) natural days to this date, i.e., no later than May
     tenth, nineteen ninety nine. Such amount shall be paid and delivered by the
     Purchaser in Pesos, Mexican currency, according to what it is set forth in
     the following clause Seventh and the same shall be applied based in the
     preferential order referred to in clause Fifth.

(b)  The remnant amount, i.e., the amount in Pesos, Mexican currency equivalent
     to 157,130,637 IUS (ONE HUNDRED AND FIFTY MILLION AND ONE HUNDRED AND
     THIRTY THOUSAND SIX HUNDRED AND THIRTY SEVEN Investment Units) shall be
     paid no later than the following one hundred and twenty natural days to
     this date, i.e., no later than July eighth, nineteen ninety nine.

Such amount shall be paid and delivered by the Purchaser in Pesos, Mexican
currency according to what it is set forth in the following clause Seventh, and
the same shall be applied based in the preferential order referred to in clause
Fifth.

The payments referred to in paragraphs (b) and (c) above of this clause must be
covered by the Purchaser, together with the corresponding amount of the increase
of the Price of the Package that, on account of the deferred payment is
generated in terms of clause Fourth of this agreement. Such increase shall be
calculated between the date of signature of this agreement and the corresponding
date of payment.

FOURTH. INCREASE IN THE PRICE OF THE PACKAGE DUE TO A DEFERRED PAYMENT.- The
outstanding balance of the Price of the Package shall be increased as of the
date of signature of this agreement until the date of its total payment, by
reason of an updating annual factor of 900 (nine hundred) basic points
(hereinafter referred to as the Increase for the Deferred Payment). The Increase
for the Deferred Payment shall be payable in due periods, the same day in which
they must be paid (or as the case may be, in the day these are paid due to an
advance payment) the payments referred to in paragraphs (b) and (c) of clause
Third, this means, the days 10 (ten) of May, nineteen ninety nine, and 10 (ten)
of July, nineteen ninety nine, respectively.

In order to calculate the Increase for the Deferred Payment, the year is
integrated by 360 (three hundred and sixty) days and the only days that are
considered are those effectively elapsed.

Notwithstanding the foregoing, the parties agree that any delay in the
fulfillment of the pecuniary obligations on account of the Purchaser in terms of
this agreement, shall cause a moratory interest over the principal outstanding
balance of the Price of the Package, during the term in which the delay elapses
in an annual rate of 1800 (one thousand eight hundred) basic points.

FIFTH. APPLICATION OF THE PAYMENTS.- The parties agree that any payment done by
the Purchaser, regarding the Price of the Package in the terms set forth in the
Third clause above or as the case may be, in the terms referred to in the
following clause Sixth, shall be applied, in the day in which they are paid and
based in their proportion, in a first place to cover the expenses and costs that
are expressly established in the following clause Nineteenth, and in a second
place to pay the moratory interests regarding the outstanding balance of the
Price of the Package, in a third place to the payment of the Increase due to the
Deferred Payment and finally, to the payment of the remnant of the Price of the
Package, in the understanding that regarding the latter, the payment shall be
applied, in a first place, to the payment of the outstanding balance of the
Rights of Credit and once satisfied such balance shall be applied in a second
place to the payment of the Shares. The above, without prejudice of what it is
set forth in clauses First and Second hereto.

SIXTH. ADVANCED PAYMENT.- The Purchaser may pay in advance, without any penalty
nor award, all or part of the outstanding balance of the Price of the Package as
referred to in paragraphs (b) and (c) of clause Third above, prior a written
notice given to the Sellers with for at least 5 (five) business days in advance
to the corresponding date of payment, provided that, jointly with such payment,
it is totally paid the Increase for the Deferred Payment to the date in which
the advanced payment is done. The notice herein referred to must specifically
contain the amount of the advance payment regarding the outstanding balance of
the Price of the Package that the Purchaser wants to apply. Such amount shall be
respectively applied subject to the terms referred to in clauses Fifth and
Seventh, hereto.

The parties agree that under no circumstances, the advanced payment referred to
in this clause, may have as effect the reduction of the Price of the Package,
nor shall be applied any penalty for such advanced payments.

SEVENTH. FORM AND PLACE OF PAYMENT.- The Price of the Package, including in its
case the increases for deferred payments, according to what it is set forth in
this agreement, must be paid by the Purchaser to the Sellers, as may correspond
to them, by means of BBV and by means of an electronic transference of funds
through the Electronic System of Payment of Ample Use "SPEUA" implemented by the
Bank of Mexico, in funds immediately available in or before 12:00 hours of the
day that constitutes the date of payment, according to clause Third or as the
case may be clause Sixth above, to the account in Banco Bilbao Vizcaya Mexico,
Sociedad Anonima, Institucion de Banca Multiple, Grupo Financiero BBV-Probursa
as expressly is indicated in the document attached herein as Exhibit "J".

The parties agree that the payments, referred to in clauses Third and Sixth
above, shall be done in Pesos, Mexican currency, according to the equivalent
amount that, in such coin and in terms of the equivalence in IUS published by
the Bank of Mexico in the Federal Official Gazette in the date of payment. What
it is stated above, in the understanding that the outstanding balance of the
Price of the Package on account of the Purchaser shall be expressed in all
events, in IUS.

EIGHTH. DOMAIN RESERVATION.- Regarding the fact that the Shares and the Rights
of Credit are jointly transferred, the parties expressly agree that the Sellers
reserve themselves the property of the Shares and of the Rights of Credit, in
what may correspond to each one of them, and in terms of article two thousand
three hundred and twelve of the Civil Code for the Federal District, applicable
in a suppletory manner in mercantile matters, until the Price of the Package is
duly paid in the terms set forth herein.

In this regard, the property of the Shares (including the corporate and
patrimonial rights incorporated to them) and the Rights of Credit, as well as
the original possession of the titles that cover the Shares, the Constitutive
Documents of Indebtedness, and the notes documenting the Rights of Credit,
respectively (hereinafter referred to as the Notes), is preserved by each one of
the Sellers, as may correspond to each one of them, until (i) the Purchaser has
paid (or as the case may be, the fiduciary institution of the trust as referred
to in the following clause Twenty First has paid) the outstanding balance of the
Price of the Package (including the payment of the Increase due to the Deferred
Payment, and/or the moratory interests that in its case may proceed as set forth
in clause Fourth of this agreement), and (ii) the suspensive conditions stated
in the following clause Twentieth are fulfilled.

About the domain reservation as referred to in this clause, the parties agree
that the ordinary interests that in its case are accrued by the Rights of Credit
according to the Constitutive Documents of Indebtedness must be ordinarily paid
to BBV to be credited to the Syndicate of Banks on behalf of S&R, in terms of
the latter documents, until the property and domain of the Package on behalf of
the Purchaser as set forth in this clause is not transferred.

Once all and each one of the provisions and conditions referred to in paragraphs
(i) and (ii) of the second paragraph of this clause are totally updated and
fulfilled, it shall be considered that the Price of the Package is duly paid,
for the effects of article two thousand three hundred and twelve of the Civil
Code for the Federal District, applicable in a suppletory manner, operating
until that moment, on behalf of the Purchaser, the transfer of the property of
the Shares and of the Rights of Credit. In this event and precisely in the date
in which the Price of the Package is duly paid in the terms herein established,
the Sellers (by means of BBV) are bound to notify, jointly with the Purchaser,
to S&R and to GS&R, as may correspond to them, the transfer of the Rights of
Credit and of the Shares on behalf of the Purchaser. The above, without
prejudice of what it is disposed of in the last paragraph of the following
clause Ninth.

NINTH.- MATERIAL DELIVERY OF THE TITLES OF THE SHARES AND OF THE CONSTITUTIVE
DOCUMENTS OF INDEBTEDNESS.- In terms of what it is set forth in clause Eighth,
in fine, above and once all and each one of the provisions and conditions
referred to in subparagraphs (i) and (ii) of the second paragraph of clause
Eighth above are complied, the parties agree that the Sellers shall materially
deliver to the Purchaser, by means of BBV, (i) the titles covering the Shares,
which may be duly endorsed in property on behalf of the Purchaser, (ii) The
Constitutive Documents of Indebtedness, and (iii) the Notes, which may be duly
endorsed in property, without responsibility, on behalf of the Purchaser by
means of BBV, in terms of what it is set forth in the following clause
Sixteenth. The above, in the understanding that because the "out of stock
exchange" transfer of the Shares and the consequent material delivery of the
titles that cover the Shares, the Sellers, as may correspond to each one of
them, under no circumstances, may apply for the cancellation of the registration
of the shares representing the capital stock of GS&R in the National Registry of
Securities and Intermediaries, on account of the National Bank and Stock
Exchange Commission, nor, as the case may be, may apply for the cancellation of
the quotation of the shares representing the capital stock of GS&R in the Bolsa
Mexicana de Valores, Sociedad Anonima de Capital Variable.

The material delivery referred to above, must be carried out in the third
business day following the date in which the provisions and conditions referred
to in subparagraphs (i) and (ii) of the second paragraph of clause Eighth above
are carried out, in the domicile that BBV established in clause Twenty Fourth of
this instrument, or in any other domicile that on writing is indicated by BBV to
the Purchaser with for at least 2 (two) business days in advance to the date in
which the corresponding delivery shall be done.

The parties agree that the registration of the transfer of the Shares on behalf
of the Purchaser in the register book of shares of GS&R as referred to in
article 128 of the General Law of Mercantile Companies, must be applied before
GS&R by the Purchaser, in the terms referred to in article one hundred and
twenty nine, in fine, of such regulation, in any time after all and each one of
the assumptions and conditions referred to in subparagraphs (i) and (ii) of the
second paragraph of clause Eighth above are carried out, without the Sellers
assuming any responsibility regarding the formalization or the execution of such
registration.

TENTH.- FULFILLMENT.- In the event that the Purchaser do not pay the Price of
the Package set forth in paragraph (a) of clause Third above or in the event
that the obligation to make the contribution to the irrevocable trust referred
to in the first paragraph of the following clause Twenty First is not complied,
if the payment herein referred to must be done according to clause Twenty First,
the Sellers may, upon their election, judicially shall demand the forced
fulfillment of this agreement or shall rescind the same without need of judicial
declaration, in whose case, the amount of the Guarantee of Seriousness and of
Payment shall be applied in the benefit of the Sellers by concept of penalty
derived from such unfulfillment and in order to indemnify the Sellers from
damages.

In the other hand, in the event that the Purchaser do not comply with all of the
payments of the Price of the Package as referred to in paragraphs (b) and (c) of
clause Third above, or in the event that the obligation to carry out any of the
contributions to the irrevocable trust as referred to in the last paragraph of
the following clause Twenty First, in case the payments herein referred to must
be carried out according to what it is disposed of in such clause Twenty First,
the Sellers may judicially demand the forced fullfilment of this agreement, or
may rescind the latter, without need of judicial declaration, in whose case, the
Purchaser is bound to pay the Sellers, by concept of penalty and in order to
indemnify the Sellers from damages, the equivalent amount of 25% (twenty five
percent) of the Price of the Package. In this case, the parties unconditionally
and irrevocably agree, that the Sellers may apply the payment directly to the
penalty established herein, to the outstanding balance of the first payment of
the Price of the Package set forth in paragraph (a) of clause Third above, or as
the case may be, the fiduciary of the Trust as referred to in the following
clause Twenty First may irrevocably deliver the Sellers for damages the amount
that initially has been contributed by the Purchaser to such trust in terms of
the following clause Twenty First, being obliged the Sellers to reimburse the
Purchaser, as the case may be, and within a term that shall not exceed of 5
(five) business days following the date in which the above is carried out, the
outstanding balance of the payments that, regarding the Price of the Package,
the latter has carried out to this date. The parties agree that the devolution
herein referred to shall be done in Pesos, Mexican currency, according to the
equivalence in IUS that were subject matter of the payment, in the date in which
the devolution is carried out, in terms of the publication of the Bank of Mexico
in the Federal Official Gazette.

In the event that this agreement is rescinded in terms of this clause and/or the
following clause Twentieth, the Sellers shall immediately recover in what may
correspond to each one of them, the free disposition of the Shares and of the
Rights of Credit, without need of judicial declaration, having the faculty to
freely transfer the Package on behalf of any third party, in what may correspond
to each one of them, as of the unfulfillment that originates the rescission in
terms of this clause and/or the following clause Twentieth.

Notwithstanding what it is stated in the first two paragraphs of this clause, in
the event that the Purchaser pays less that the exact and opportune payment of
the outstanding balance of the Price of the Package, in terms of what it is set
forth in clause Third above, the Sellers preserve their right to decide to
demand judicially the forced fulfillment of this agreement, in whose case, the
moratory delayed interest over the outstanding balance of the Price of the
Package shall be caused, during the term in which the delay lasts, to the
moratory interest rate referred to in the last paragraph of clause Fourth above.

ELEVENTH.- NEW MEETING OF GS&R AND OF S&R.- The parties expressly agree that
once the (i) Purchaser notifies on writing to the Sellers, by means of BBV in
the conventional domicile of the Seller as referred to in the following clause
Twenty Fourth, that the Purchaser (or as the case may be the Purchaser and the
fiduciary institution referred to in the irrevocable trust set forth in the
following clause Twenty First) shall totally pay the Price of the Package
(including in its case the payment of the Increase of the Deferred Payment
and/or the moratory interests according to what it is set forth herein) and
likewise, the Purchaser authentically credits such situation to the Sellers
(hereinafter referred to as the Notice of Payment) and (ii) the fulfillment of
all the conditions referred to in the following clause Twentieth are carried out
by BBV, in its character of fiduciary institution, BBV binds itself to make that
GS&R and S&R by means of their competent organs call a general ordinary
shareholders' meeting of GS&R and S&R no later than the immediate business
day following that in which the Sellers receive by means of BBV, the Notice of
Payment, so that in such meetings are approved, regarding GS&R and S&R,
respectively, the following matters:

(a)  The unconditional acceptance of the resignation of the members of the board
     of directors (proprietor or alternate) composing the Board of Directors of
     GS&R and of S&R, as well as of the examiners of GS&R and of S&R, to the
     date of the holding of the meeting and by granting them on behalf of such
     persons, the most ample release that in law proceeds regarding the acts,
     that as the case may be, were carried out by such persons in the
     performance of their duties;

(b)  The designation of a new Board of Directors and of the surveillance organ
     of GS&R and S&R, as may correspond to them, prior the agreement of the acts
     referred to in paragraph (a) above of this clause. The designation herein
     foreseen shall be carried out in conformity with the instructions that, for
     such effect, shall be provided on writing by the Purchaser to BBV in terms
     of the notice referred to in the penultimate paragraph of this clause; and

(c)  The revocation and the granting of new powers of attorney, which also shall
     be carried out by BBV, subject to the instructions that on writing the
     Purchaser indicates to BBV in terms of the notice referred to in the
     penultimate paragraph of this clause.

For the effects of what it is disposed of in the first paragraph of this clause,
the parties agree that the Purchaser shall be bound to deliver BBV the Notice of
Payment, no later than the sixteen business day immediately before the date in
which the total payment of the Price of the Package is going to be done.

The parties agree that in the event that the Purchaser do not submit the Notice
of Payment in the terms herein established, the holding of the shareholders
meetings referred to herein, must be carried out within the 15 (fifteen)
business days following the date in which the total payment of the Price of
Package is done, and likewise the conditions referred to in clause Twentieth, in
terms of clause Eighth above are fullfiled.

TWELFTH.- DESIGNATION OF THE GENERAL DIRECTOR OF GS&R AND S&R.- The parties
agree that on the date of signature of this agreement (or as the case may be
within the 17 (seventeen) following natural days, only regarding the designation
of the members of the Board of Directors herein stated) and prior to the credit
of the total amount of the payment referred to in paragraph (a) of clause Third
above by the Purchaser (or as the case may be, prior to credit the constitution
of the trust referred to in the following clause Twenty First and the
contribution to its patrimony by the Purchaser of the total amount above
referred to), BBV, as fiduciary institution, is bound before the Purchaser that
GS&R and S&R designate, by means of a Shareholders' Meeting and by means of
the Board of Directors Meeting of GS&R and S&R, as may correspond to them, in
terms of the legal and by-laws provisions, Messrs. Arturo Ramos Ochoa and Luis
Jorge Echarte Fernandez, as proprietor members of the Board of Directors of GS&R
and S&R, respectively, and Mr. Jose Filiberto Jimenez Diaz, as General Director
of GS&R and S&R, respectively, (The General Director). The foregoing, in the
understanding that each one of the persons herein referred to are attorneys of
the Purchaser (and/or of any of the subsidiaries, branch offices and/or
associated companies of the Purchaser) and occupy, in what may correspond to
each one of them, a high direction duty regarding the Purchaser (or regarding
any of the subsidiaries, branch offices and /or associated companies of the
Purchaser).

In part, the General Director shall have, regarding GS&R and S&R, respectively,
the faculties that are granted to such officer according to the effective
by-laws of GS&R and S&R, and such faculties may be exercised by the General
Director subject to the formalities that are detailed in the document attached
hereto as Exhibit "K". Likewise, and subject to what it is set forth in such
document, the General Director shall expressly have the faculty to designate the
persons of first and of second inferior immediate level to such office, that
shall help the latter, while performing his duties (hereinafter referred to as
Auxiliary Officers).

Likewise, the Sellers are bound before the Purchaser that GS&R and S&R refrain
themselves to carry out, without the prior written consent of the General
Director and during all the time elapsed between the date of signature of this
agreement and the date in which the fulfillment of the provisions and conditions
referred to in subparagraphs (i) and (ii) of the second paragraph of clause
Eighth above and the acts referred to in such document are fulfilled. What it is
stated above, without prejudice of what it is set forth in the last paragraph of
this clause.

The General Director and the Auxiliary Officers shall perceive the nominal wage
for the performance of their duties referred to in this clause, likewise it is
established in the document that is attached hereto as Exhibit "L", and this
perons shall be hired in a temporal manner by GS&R and S&R, respectively, in the
terms referred to in article thirty seven of the Federal Labor Law, attending
the transitory character of their duties.

The Purchaser binds itself before the Sellers to carry out, by means of its
General Director and during the term elapsed between the date of signature of
this instrument and the date in which the Price of the Package is considered
duly paid according to clause Eighth above, the real and material operation of
GS&R and S&R and of the other subsidiary companies in which GS&R, directly or
indirectly, participates.

The designation of the General Director and of each one of the Auxiliary
Officers referred to herein shall cease and shall be understood fully revoked,
without need of any resolution or notice, in the event that the Purchaser incurs
in the unfulfillment of any of the obligations derived from the duties set forth
in this instrument (or as the case may be) derived from the trust referred to in
the following clause Twenty First, indistinctly) and the Sellers shall elect to
rescind this agreement in terms of clause Tenth above, by ceasing as of such
moment, also without need of any notice or resolution, the faculties conferred
by GS&R and S&R, respectively, to General Director and/or the Auxiliary
Officers, as may correspond to them, according to the by-laws in effect of GS&R
and S&R up this date.

THIRTEENTH.- ADJUSTMENT OF THE PRICE OF THE PACKAGE.- The Sellers bind
themselves to adjust the Price of the Package, only if in conformity to what it
is set forth in this clause, there exist a net difference on behalf of the
Purchaser higher to the amount of $30,000,000.00 pesos (thirty million pesos
00/100 Mex. Cy.). In order to determine such net difference on behalf of the
Purchaser, they must:

(a)  Sum up (i) the Registered Inexistent Assets and (ii) the Non Registered
     Liabilities in the Financial Statements and (b) to substract to the sum
     referred to in paragraph (a) above, the amount that results from summing up
     (i) the non registered existing Assets and (ii) the Inexistent or Excessive
     Liabilities registered in the Financial Statements.

(b)  For the effects set forth in paragraphs (a) and (b) above of this clause,
     in the term Inexistent Registered Assets are not comprehended such assets
     whose value in books, because of unuse or because of being in process of
     sale or decline may be higher to the value of use or of realization. Except
     for the foregoing, the terms Inexistent Registered Assets, Non registered
     Existing Liabilities, Non Registered Existing Assets and Inexistent or
     Excessive Registered Liabilities shall have the meaning that each one of
     those concepts must be attributed in conformity to the generally accepted
     accounting principles in Mexico existing as of December thirty first,
     nineteen ninety eight, considering that such principles must be applied
     attending to a scenery of an ongoing business. Financial Statements shall
     mean, those defined and determined in such way, in subparagraph (k),
     paragraph number I, chapter of Recitals of this agreement.

The Purchaser may apply the Sellers the adjustment of the Price of the Package
provided that the Purchaser (i) carry out an auditory of the purchase as
referred to in the following clause Fourteenth and (ii) submits the application
writ of adjustment (the Adjustment Application) to the Price of the Package, no
later than 2 (two) business days following the date in which the term is due and
in which the auditory of purchase shall be carried out according to subparagraph
(i) above. The parties expressly and irrevocably agree that, if the Adjustment
Application is not submitted on time, or in the event such application does not
meet the requirements referred to in the following paragraph, the Purchaser
shall lose the right to obtain any adjustment.

The Adjustment Application must be done in a one-page writ, which may not be
modified after its submittal and to the same must be attached by the Purchaser,
in an obligatory manner, the report of the auditory that sustains the adjustment
of the price duly applied and subscribed by the Purchaser and by the Auditor of
the Purchaser (as it is defined hereinafter) (hereinafter referred to as the
Report of the Auditory).

FOURTEENTH.- PURCHASE AUDITORY.- In terms of clause Thirteenth above, the
Purchaser may carry out, through the auditor referred to in the following
paragraph of this clause, the realization of an auditory of the purchase
(hereinafter referred to as the Auditory of the Purchase) with the purpose of
determining if an adjustment to the Price of the Package proceeds. The Auditory
of the Purchase may begin as of the date of signature of this agreement and in
no case may exceed a 30 (thirty) natural day term counted as of such date, this
is, must conclude no later that April 10, nineteen ninety nine. The Purchaser
will cover the costs and expenses derived from the Purchase Auditory.

The Purchaser designates as its external auditors PriceWaterhouse Coopers,
Sociedad Civil (hereinafter referred to as the Auditor of the Purchaser), so
that such auditors carry out the Auditory of the Purchase, in the understanding
that such auditors are duly authorized to report financial statements by the
Department of Treasury and of Public Credit according to the applicable
provisions, and that they have known prestige in the accounting area. The
Auditory of the Purchase shall be carried out to the regulations and to the
auditory procedures adopted and applied, in a consistent manner, to this date,
by the Instituto Mexicano de Contadores Publicos, Asociacion Civil.

The Sellers are bound to provide (or as the case may be, GS&R and/or its
subsidiary companies) to the Purchaser, all the documents and information that
the Purchaser or as the case may be the Auditor of the Purchaser reasonably
requires with the purpose of practicing the Auditory of the Purchaser, as well
as in its case, GS&R and/or the subsidiary companies shall allow the access to
the Auditor of the Purchaser to the offices, stores, facilities, house wares and
other assets property of or in possession of GS&R and/or of its subsidiary
companies, in the understanding that such access must be carried out in business
days and hours (except that GS&R, S&R and/or the corresponding subsidiary of
GS&R agree to the contrary), and that the same may not interfere, in any manner,
with the ordinary operation of the businesses performed by GS&R and/or by its
subsidiary companies in such facilities.

FIFTEENTH.- PROCEDURE TO ADJUST THE PRICE OF THE PACKAGE.- The Sellers shall
count with a 15 (fifteen) business day term as of the reception of the
Adjustment Application and of the Report of the Auditory to manifest on writing
to the Purchaser and to the Auditor of the Purchaser, if they agree or disagree
with the adjustment of the Price of the Package indicated in the Adjustment
Application. The delivery of the Adjustment Application must be carried out by
means of BBV in the conventional domicile referred to in the following clause
Twenty Fourth.

The parties agree that, in the event the Sellers and the Auditor of the latter
(hereinafter referred to as the Auditor of the Sellers) agree with the
adjustment applied for by the Purchaser in the Adjustment Application, such
adjustment shall be carried out charged to the outstanding balance of the Price
of the Package as referred to in paragraph (c) of clause Third above, which
shall be noticed on writing by the Purchaser.

In the event that the Sellers and the Auditor of the Sellers demonstrate their
disagreement regarding the Adjustment of the Price of the Package stated in the
Adjustment Application, the Purchaser must be notified on writing in the
conventional domicile referred to in the following clause Twenty Fourth and
within the term referred to in the first paragraph of this clause. In this
event, the Sellers and the Purchaser are bound, so that the Auditor of the
Sellers and the Auditor of the Purchaser (hereinafter referred to as the
Auditors), no later than 10 (ten) natural days following the date in which the
Purchaser is notified of the disagreement of the Sellers, according to what it
is set forth hereto:

(a)  Deal with the items that may modify the Price of the Package in terms of
     clause Thirteenth above.

(b)  Decide about the differences that may have derived from the items
     established in clause Thirteenth above.

(c)  Solve the possible disagreements that derive from the items referred to in
     paragraphs (a) and (b) above.

(d)  Agree in the amount of adjustment that, in its case, must be done to the
     Price of the Package.

In the event that any of the Auditors excuses or renounces to carry out any of
the acts referred to in paragraphs (a), (b), (c) or (d) above, the Purchaser or
the Sellers, as the case may be, must designate other public accountant that
must be duly authorized to make financial statements reports by the Department
of Treasury and of Public Credit according to applicable provisions, for the
effects of this clause (hereinafter referred to as the Substitute Auditor).

The designation must be done no later that the following 5 (five) natural day
term as of the date in which any of the Auditors ceases to participate. In the
event that the Purchaser do not carry out the designation of the Substitute
Auditor, in the terms referred to herein, the parties unconditionally and
irrevocably agree that the Purchaser shall lose all its rights to apply or as
the case may be, to obtain the adjustment contained in the Adjustment
Application. Each party must pay the auditor's fees, as may correspond to
them. In the event that the auditors do not agree about the adjustment of the
Price of the Package applied in terms of the Adjustment Application, within 11
(eleven) natural following days counted as of the date in which the Purchaser
received the notice of disagreement to the Adjustment Application on behalf of
he Sellers, the parties unconditionally and irrevocably agree in designating
"Salles Sainz y Compania", Sociedad Civil, as arbitrator (hereinafter referred
to as the "Arbitrator") in order to solve the controversy in an amiable
composition.

In the event that the designated Arbitrator excuses, renounces or, if in this
case is not capable to perform its duties as Arbitrator, the parties agree in
this act in designating as Substitute Arbitrator any of the Auditors related in
the document attached hereto as Exhibit "M". The parties agree in advance that
the invitation of the referred Auditors shall be done in the same order that
appear in such document, and the latter shall be carried out, as the case may
be, by any of the parties and the party that carries it out shall immediately
notice on writing to the other party about this situation.

Experts that are deemed convenient may assist the Arbitrator. The Sellers and
the Purchaser will pay in equal parts, the fees of the Arbitrator and the
expenses in which he may incur, including the expert's fees that may help
them in their duties.

The arbitration procedure set forth in paragraph above, shall be subject to the
following:

(a)  It shall be carried out in the City of Mexico, Federal District.

(b)  The Arbitrator shall establish the rules for the substantiation of the
     procedure, in which there must no be motions. Likewise, the Arbitrator
     shall establish the proofs that shall result important to that procedure.
     As a consequence, the parties shall invariable submit themselves to the
     regulations established by the Arbitrator according to what it is set forth
     herein.

(c)  The Arbitrator shall have the faculty to obtain all the necessary elements
     of judgment to solve the questions submitted to arbitration.

(d)  The Arbitrator shall solve in conscience, under truth known and good faith
     kept, without being subject to the essential formalities of the procedure,
     in a term no longer than 20 (twenty) natural days counted as of the date in
     which the controversy is submitted to arbitration.

(e)  The award of the Arbitrator shall be binding among the parties, shall be
     not opposable and shall not admit any remedy, renouncing expressly the
     parties to any appeal, except for the clarifications to the award, asked by
     the party, applied within 3 (three) business days following the notice
     given by the Arbitrator, counting the latter with 3 (three) business days
     to make such clarifications.

(f)  When the arbitration award is breached, the affected party shall submit a
     claim before the competent courts in order to ask for the execution of the
     corresponding award; and

(g)  In what it is not stated herein, the Code of Commerce or in its defect the
     Code of Civil Procedures for the Federal District shall be applied
     suppletorily.

The Parties expressly agree so that the Adjustment of the Price of the Package,
as the case may be, shall proceed derived from the concepts established in
clause Thirteenth of the agreement and to be solved according to the arbitration
procedure set forth in this clause.

The Auditory of the Purchaser, as well as the adjustments in the price that in
its case may proceed shall be done without prejudice of the obligation of the
Purchaser to pay on time the Price of the Package in terms of clause Third
above. In this sense, the parties agree that, in the event the Price of the
Package is adjusted according to what it is set forth herein, such adjustment
shall be done charged to the payment of the Price of the Package set forth in
paragraph (c) of clause Third above, being released the Purchaser to pay the
Price of the Package in the amount subject matter of the adjustment.

SIXTEENTH.- RESPONSIBILITIES OF THE SELLERS.- The parties expressly,
unconditionally and irrevocably agree that, once elapsed the term referred to in
the first paragraph of clause Fourteenth above, as well as the termination of
the Auditory of the Purchase and except for the additional reimbursement that in
a limited manner is referred herein, there shall not be any application for
additional adjustment to the Price of the Package. Consequently, the parties
expressly agree that except for what it is referred to in the procedure to
reduce the price in terms of clauses Thirteenth, Fourteenth and Fifteenth above
and for what it is set forth herein, nor the Sellers, nor as the case may be,
the trustors in the Trust assume or shall assume any responsibility before the
Purchaser and/or before any third party regarding the existence or inexistence
of the assets and/or liabilities that, as the case may be, are found or are not
found registered in the financial statements or because of any other reason.
Derived from the foregoing, the Purchaser expressly, unconditionally and
irrevocably recognizes that the responsibility of the Sellers and as the case
may be, of the trustors in the trust, shall be limited exclusively to the claims
that, having been submitted on time by the Purchaser shall proceed and derived
directly from the mechanism of price adjustment established in clause Thirteenth
above and only for the limited concepts indicated in such clause, or that as the
case may be derived from the concepts set forth expressly and in a limit manner
in terms of this clause.

Without prejudice of what it is stated in clauses Thirteenth, Fourteenth and
Fifteenth above, the Sellers in this act bind themselves to additionally
reimburse the Purchaser, as part of the price, the adjustment of the Package
referred to in clause Thirteenth above and within the term established in terms
of the last paragraph of clause Fifteenth above (hereinafter referred to as
Additional Adjustment), (or as the case may be, within the 15 (fifteen) business
days following the date in which these are carried out according to what it is
established herein), all those amounts that (i) in excess of the constitutional
indemnifications referred to in the Federal Labor Law and that also proceed and
are legally expensed by GS&R and S&R, indistinctly, in terms of the formalities
referred to in Exhibit "N" hereto, in order to terminate the labor relations
that such companies maintain (or maintained in a previous manner to this date)
with (1) the person that has performed the duty of General Director of GS&R and
of S&R in a prior and immediate manner to the date of execution of this
agreement, and whose identity and seniority in GS&R and S&R, respectively, are
expressly detailed in Exhibit "N" hereto, and/or (2) with any of the first level
officers of GS&R and/or S&R, respectively, that are also related in a limited
manner in the document that is attached herein, in which at the same time are
detailed their identity data, duty and seniority in GS&R and/or S&R,
respectively, or (ii) by virtue of a final judgment that does not limit any
remedy, are paid (or as the case may be) must be paid by GS&R and S&R, regarding
any labor claim (hereinafter referred to as the Labor Claims) that against any
of the latter and with the purpose of executing this agreement, or because of
the advanced termination of the existing labor relations to this date with such
companies are submitted in any future moment to the date of execution of this
agreement and within the term herein foreseen, only and exclusively by the
officers of GS&R and/or S&R that, in a limited manner, are related in
subparagraph (i) immediately above to this paragraph of this clause. In this
sense and regarding the reimburse referred to in this subparagraph (ii) above of
this paragraph, the parties expressly and irrevocably agree that the obligation
of the Sellers to reimburse the Additional Adjustment to the Purchaser shall
only and exclusively proceed in the event the Labor Claim reaches their final
conclusion, by virtue of the jurisdictional award that causes final judgment, in
which it is ordered to pay GS&R and S&R, indistinctly, any indemnification of
pecuniary character.

The liabilities of the Sellers regarding subparagraph (ii) of the immediate
paragraph above to this clause, shall be subject within the three (3) following
business days to the date of reception of any notice related to the Labor Claims
by GS&R and/or of S&R, such companies give a written notice to the Sellers by
means of BBV and in the domicile referred to in the following clause Twenty
Fourth, in whose case the Sellers grant an additional term of 3 (three)
following business days counted as of the date of reception of such notice, to
designate the professionals that shall be involved in the defense of the
corresponding Labor Claim. The Sellers shall incur in all moments in the payment
of the corresponding professional fees, expenses and rights that, with the
purpose of such defense are expensed by GS&R and/or S&R, respectively, and shall
be a party, in every moment of an Additional Adjustment. In the event the
Sellers, as may correspond to them do not designate the mentioned professionals
within the term above stated, GS&R and/or S&R, as may correspond to them, GS&R
and S&R shall have the right to designate such professionals, running on account
of the Sellers their fees according to what it is set forth above. The parties
agree that the Sellers may, in any moment, replace such professionals or
designate additional professionals, without need to obtain the consent of GS&R,
of S&R and/or of the Purchaser.

For such effects, the Purchaser binds himself before the Sellers so that GS&R
and/or S&R, as may correspond to them, to grant the necessary powers of attorney
and faculties of representation on behalf of the professionals referred to in
paragraph above, to carry out the judicial defense of any of the Labor Claims,
in the understanding that such designation and formalization of the
corresponding powers of attorney must be carried out by GS&R and/or S&R, within
2 (two) business day term following the date in which the Sellers, by means of
BBV, indicate the identity of the corresponding professionals to GS&R and/or
S&R.

The liabilities of the Sellers established in the immediate paragraphs above of
this clause shall be effective within a 12 (twelve) months term counted as of
the date of signature of this agreement, in the understanding that such
liabilities are extinguished, without need of judicial declaration or notice,
once concluded the term set forth herein. The foregoing, in the understanding
that the Additional Adjustment proceeds, the payment of liquidations of the
officers herein referred to and that are related in the document attached hereto
as Exhibit "N" must be carried out by the Purchaser, by means of GS&R, S&R
and/or any other subsidiary companies, within 15 (fifteen) following business
days as of the date in which the total payment of the Price of the Package is
done, or as the case may be, no later than in the date of payment of the Price
of the Package in the event in which the Purchaser submits a Notice of Payment
in terms of clause Eleventh above.

Likewise, the parties expressly agree that, in terms of the applicable legal
provisions, the transfer of the Rights of Credit subject matter of this
agreement is carried out by the Syndicate of Banks without no responsibility, so
such transfer do not respond or as the case may be shall respond, respectively
before the Purchaser and/or before any third party, for the solvency of S&R
and/or of GS&R. Derived from the foregoing, the parties agree that the
endorsement of the Notes as referred to in clauses Eighth and Ninth above shall
be carried out, without any responsibility, if this is the case and subject to
what it is set forth in such clauses, which shall be expressly mentioned in the
endorsement leyend to be registered in the Certificates of the Notes, in terms
of the second paragraph of article thirty four of the General Law of Credit
Instruments and of Credit Operations. In this sense, the Purchaser expressly
agrees that the Syndicate of Banks shall only and exclusively respond before the
Purchaser in what may correspond to each one of them, for the existence and
legitimacy of the Rights of Credit, as well as for the eviction of the same, the
latter in terms of what it is set forth in the following clause Seventeenth.

SEVENTEENTH.- INDEMNIFICATION.- The trustors in the Trust, by means of BBV, in
the part that may correspond to them and in terms of the same Trust, as well as
the Syndicate of Banks, in what it may correspond to each one of them, bind
themselves before the Purchaser to the indemnification in case of eviction of
the Package, respectively, only in the case that the Purchaser is deprived from
the domain and/or property of any of the Shares and/or of any of the Rights of
Credit, by reason of the final judgment. Likewise and in the terms and for the
effects of what it is set forth in article two thousand one hundred and twenty
one of the Civil Code for the Federal District, applicable in a suppletory
manner, and in article three hundred and eighty four of the Code of Commerce,
the parties agree that the trustors in the Trust, by means of BBV, in the part
that may correspond to them, in terms of the same Trust, as well as the
Syndicate of Banks, in the part that may correspond to them, only shall be bound
to reimburse the Purchaser, in what it is set forth herein, the price duly paid
by the latter by the party of the Package that is the reason of the eviction, in
its equivalent in IUS to the date in which it is submitted or operates such
reimbursement, in the understanding that also the interests accrued shall be
reimbursed to the Purchaser, as the case may be, in the amount that was the
purpose of the restitution in the terms above referred, by reason of a factor of
900 (nine hundred basic points) over the total amount of such amount.

In the other hand, the Purchaser accepts in an irrevocable and free manner that
the Sellers do not respond in any way for defects or manifested defects that the
Shares and the Rights of Credits or Notes may have.

EIGHTEENTH.- DELIVERY AND RECEPTION OF GS&R.- Once the Sellers bind themselves
so that GS&R and S&R designate in the date of signature of this agreement, the
General Director, in terms of clause Twelfth above, the parties expressly agree
that in the moment in which the Price of the Package is totally paid and also
other conditions are fulfilled as referred to in subparagraph (ii) of the second
paragraph of clause Eighth above, it shall understood that the Sellers have
transferred the original possession and have virtually delivered to such date to
the Purchaser, and the Purchaser shall have received in such way, all and each
one of the assets property of GS&R and of the subsidiary companies of the
latter.

As a consequence, the parties agree that for all legal effects, it shall be
understood that the Purchaser grants irrevocably on behalf of the Sellers, the
most ample release that in law proceeds regarding the delivery of all the
properties referred to in the first paragraph of this clause, precisely at the
moment of total fulfillment of the provisions and conditions referred to in
subparagraphs (i) and (ii) of the second paragraph of clause Eighth above.

NINETEENTH.- EXPENSES.- All the expenses derived from the deed and registration
of this agreement, shall be exclusively on account of the Purchaser. Any expense
carried out by the Sellers, when they are on account of the Purchaser, shall be
reimbursed by the latter, within the following 3 (three) business days upon its
application. The delay in the payment of such expenses shall generate moratory
interests in an annual rate of 900 (nine hundred) basic points over the remnant
of the expenses that are the subject matter of the delay in its payment.

TWENTIETH.- SUSPENSIVE CONDITIONS.- The parties agree that the legal effects
derived from this sales purchase agreement are subject to the suspensive
condition, that:

(a)  The Federal Commission of Competency (hereinafter referred to as the
     Commission) solves not to object the acquisition of the Package on behalf
     of Purchaser, through the execution and signature of this agreement. The
     suspensive condition herein set forth shall be understood duly fulfilled,
     even though the Commission decides to impose any condition or restriction
     that as the case may be, limits or conditioned the acquisition of the
     Package by the Purchaser, in the understanding that the latter shall have
     in such assumption, the right to stipulate on its behalf in terms of the
     second paragraph of this clause, in the sense of electing to be subject or
     not to any condition or restriction.

(b)  The Bank of Mexico decides to authorize, in terms of article ninety three
     of the Law of Credit Institutions, the transfer of the Rights of Credit by
     the Syndicate of Banks on behalf of the Purchaser, through the execution of
     this agreement.

(c)  The National Commission of Foreign Investments decides to authorize the
     acquisition of the Shares by the Purchaser in terms of article ninth of the
     Foreign Investments Law, if it is applicable to the subject matter of this
     agreement.

The parties agree that in the event that the Commission decides to impose any
condition or restriction to the acquisition of the Package by the Purchaser, and
that such condition or restriction must be totally or partially complied by the
same Purchaser and/or by any of its subsidiaries, branch offices, affiliates or
associated companies or by GS&R, S&R and/or any of the subsidiary, branch
offices or associated companies of GS&R, the Purchaser may elect to be subject
or not to such condition or restriction. The Purchaser must notify the Sellers,
by means of BBV, within a not extendible term of 10 (ten) natural days following
the date in which according to the applicable effective provisions, the
administrative decision issued by the Commission was notified to the Purchaser,
its decision to be subject or not to the corresponding condition or restriction.
In the event that the Purchaser elects not to be subject to such resolution, the
parties agree that this agreement shall be terminated without any
responsibility. In the event that the Purchaser elects to comply with the
condition or restriction issued by the Commission or that in its case, the
Purchaser do not expressly notify the Sellers, by means of BBV, its decision to
be subject or not to such condition or restriction in the terms set forth above,
the Purchaser is bound before the Sellers to comply it in its terms (or as the
case may be, obliged in its character of majority shareholder, any of its
subsidiaries, branch offices, affiliates or associated companies) or as the case
may be, to GS&R, S&R and/or any of its subsidiaries, branch offices, affiliates
or associated companies that carry it out in terms of subparagraph (ii) of the
immediate following paragraph, without any responsibility to the Sellers and,
consequently, the conditions or restrictions that in its case were imposed by
the Commission to object the merger of this Agreement if the conditions or
restrictions that as the case may be, have been imposed by the Commission not to
object the merger subject matter of this agreement, the Purchaser shall lose, as
a penalty and in order to indemnify the Sellers from damages that such
unfulfillment may cause, the total amount paid in terms of paragraph (a) of
clause Third, proceeding also in this case and if the Sellers decided so, the
rescission of this agreement, case in which the latter shall be bound to
reimburse the Purchaser the outstanding balance of the payment carried out, in
its case, what shall be done in terms of the second paragraph of clause Tenth
above. The foregoing, without prejudice of what it is established in the last
paragraph of clause Tenth above.

The parties agree that in the event that the Commission decides to impose a
condition or restriction in the terms herein stated that must be, totally or
partially, fulfilled by GS&R, S&R and/or any of its subsidiary companies and the
Purchaser has decided to be subject or to consent to such resolution in the
terms contained in the immediate paragraph above, shall be subject as follows:

(i)  Since the date of signature of this agreement and until the transfer of the
     property of the Package in terms of the second paragraph of clause Eighth
     above operates, the Sellers in their character of majority shareholders of
     GS&R shall be bound before the Purchaser so that GS&R, S&R and/or their
     subsidiary companies comply, be subject to or implement such restriction or
     condition in its terms. The foregoing, in the understanding that the
     Purchaser is bound to pay the total amount of the Price of the Package
     according to the terms set forth in this agreement, independently of the
     nature, reach or effects of the restriction or condition that in its case
     is to be imposed by the Commission and that were subject to GS&R, S&R
     and/or any of the subsidiary companies in the terms herein provided.

(ii) As of the moment in which the transfer of property of the Package operates
     in terms of the second paragraph of clause Eighth above on behalf of the
     Purchaser, shall cease the obligation on account of the Sellers set forth
     in subparagraph (i) above to this clause, case and moment as of which the
     Purchaser, in its character of majority shareholder of GS&R is bound before
     the Sellers so that GS&R, S&R and/or their subsidiary companies submit,
     implement or as the case may be, continue with the implementation and
     fulfillment of the restriction or condition, in its terms, without
     responsibility for the Sellers. The foregoing, in the understanding that
     the Purchaser shall be bound to pay the total amount of the Price of the
     Package according to the terms set forth in this agreement, independently
     of the nature, reach or effects of the restriction or condition that as the
     case may be is imposed by the Commission and are subject by GS&R, S&R
     and/or by any of their subsidiary companies. In virtue of the foregoing, if
     such condition or restriction is not complied, in its terms, by GS&R, S&R
     and/or any of their subsidiary companies according to what it is
     established herein, and as a consequence, the conditions that have been
     imposed by the Commission not to object to the merger subject matter of
     this agreement, the Purchaser shall lose as a penalty and in order to
     indemnify the Sellers from damages, the total amount paid in terms of
     paragraph (a) of clause Third, proceeding also in such case and if it is
     elected by the Sellers, the rescission of this agreement, being obliged the
     Sellers to reimburse the Purchaser of the remnant of the payments done in
     its case, which may be done in terms of the second paragraph of clause
     Tenth above. The above, without prejudice of what it is established in the
     last paragraph of such clause Tenth above.

TWENTY FIRST.- TRUST FOR THE PAYMENT OF THE PRICE OF THE PACKAGE.- The parties
agree that if in the date of signature of this agreement the legal effects of
this agreement are suspended, by reason of the non compliance to this date of
the suspensive conditions referred to in paragraphs (a), (b) and as the case may
be (c) of clause Twentieth above, the Purchaser shall be obliged to contribute
in cash and in Mexican currency, in the guarantee Trust and the payment shall be
determined by the Sellers (hereinafter referred to as the Trust of Payment of
the Price of the Package), the Price of the Package in the amount corresponding
to this date according to paragraph (a) of clause Third above.

The parties agree that the Trust of Payment of the Price of the Package shall be
constituted, as the case may be, through a national fiduciary institution that
is acceptable to the Sellers, and the same shall have as purpose (i) to
guarantee on behalf of the Sellers, the installment of the Price of the Package
in the amount that may correspond to this date according to paragraph (a) of
clause Third of this agreement, or as the case may be, the payment of the
amounts referred to in paragraphs (b) and (c) of clause Third above, in the
event these must be contributed to the patrimony of the Trust of Payment of the
Price of the Package according to what it is set forth in the latter paragraph
of this clause, as well as (ii) to serve as an instrument of payment for the
installment referred to in paragraph (i) above, once the suspensive conditions
set forth in clause Twentieth above are complied.

In this sense, the Purchaser shall be bound to execute the Trust of Payment of
the Price of the Package under the following conditions (i) shall have as
purpose (1) to serve as a means of payment for the installment of the Price of
the Package on behalf of the Purchaser, in the amount that may correspond to
this date according to paragraph (a) of clause Third of this agreement, and as
the case may be, of the corresponding amount according to paragraphs (b) and (c)
of clause Third of this agreement according to what it is established in the
following paragraph, in the case that such installments have to be contributed
by the Purchaser to the patrimony of the Trust of Payment of the Price of the
Package in the terms herein provided, as well as (2) to serve as means of
guarantee so that the Purchaser carries out the payments referred to in
paragraphs (b) and (c) of clause Third above, in the terms set forth in the last
paragraph of this clause, for the case that such payments must be done according
to what it is set forth in such paragraph; (ii) the amount to be contributed to
the Trust of Payment of the Package, as well as the interests accrued by such
amount, shall be reimbursed and released by the corresponding fiduciary
institution on behalf of the Purchaser, in the event they are not complied for
causes non attributable to the Purchaser in terms of clause Twentieth above and
within a 150 (one hundred and fifty) natural days term following the date of
signature of this instrument, the suspensive conditions referred to in
paragraphs (a), (b) and as the case may be (c) of clause Twentieth of this
agreement; (iii) in the event that the suspensive conditions referred to in
paragraph (ii) above are complied within the term therein provided, the amount
contributed to the Trust of Payment of the Price of the Package and for the
interests accrued by such amount, shall be irrevocably delivered by the
corresponding fiduciary institution to the Sellers, in the same date and in
terms of clause Twentieth of this agreement, as an installment of the Price of
the Package, in the amount that may correspond to this date according to clause
Third and Fourth of this agreement; (iv) the amount that initially shall be
contributed to the Trust of the Payment of the Price of the Package according to
subparagraphs (i) and (ii) above of this paragraph, must be nominated in pesos,
Mexican currency, to arise for at least a 25% (twenty five percent) of the Price
of the Package, and the amount must derive from (1) the application of the
Guarantee of Seriousness and of Payment, which, as the case may be, shall be
carried out in terms of clauses Third paragraph (a) and Seventh above and in the
same constitutive document of the Guarantee of Seriousness and of Payment, and
(2) the contribution in cash, in Pesos, Mexican currency on behalf of the
Purchaser of the outstanding balance exceeding the amount of the Guarantee of
Seriousness and of Payment for the case in which, it should be applied in the
terms established herein or (3) the contribution of the total amount in cash, in
Pesos, Mexican currency, as referred to in paragraph (a) of clause Third above,
for the case that the Purchaser elects not to apply the Guarantee of Seriousness
and of Payment in terms of clause Third of this agreement; (v) in the event that
(1) in terms of clause Twentieth above, the conditions set forth in such clause
for causes attributable to the Purchaser are not complied, or (2) the Purchaser
do not make the payments referred to in paragraphs (b) and (c) of clause Third
above in the terms established in the last paragraph of this clause, for the
case in which such payments must be carried out according to what it is set
forth herein, the Purchaser shall lose all amount contributed to the patrimony
of the Trust of the Payment of the Price of the Package in an amount equivalent
to that referred to in paragraph (a) of clause Third above, amount that shall be
irrevocably delivered by the fiduciary institution on behalf of the Sellers, as
penalty derived from the unfulfillment on account of the Purchaser of the
obligations derived from its duties, in terms of this agreement, and in order to
indemnify the Sellers from damages, case in which, it may also rescind this
agreement in terms of clause Tenth above. The corresponding fiduciary
institution on behalf of the Purchaser will reimburse the sums that in excess of
the amount referred to above are affected to the patrimony of the Trust for the
Payment of the Price of the Package. The parties agree that the devolution
herein referred to shall be done by the fiduciary institution in Pesos, Mexican
currency, according to the equivalency that, in terms of the publication of the
Bank of Mexico in the Federal Official Gazette had, to the date of the
devolution, the IUS, as the case may be, have contributed by the Purchaser to
the patrimony of the Trust for the Payment of the Price of the Package in excess
of the amount referred to in paragraph (a) of clause Third above.

The foregoing, in the understanding that the Purchaser may not deny to subscribe
and sign the Trust for the Payment of the Price of the Package, if it is
consistent with the terms and conditions referred to in subparagraphs (i), (ii),
(iii), (iv) and (v) of the immediate paragraph above. The Purchaser and the
Sellers in equal parts will pay the expenses derived from the constitution and
administration of the Trust for the Payment of the Price of the Package.

The Trust of Payment of the Price of the Package set forth in the paragraph
above, shall be also applicable to the payments referred to in paragraphs (b)
and (c) of clause Third of this agreement, for the case that up this date in
which the Purchaser must carry out such payments, at the same time, the
suspensive conditions are pending of being complied as referred to in paragraphs
(a), (b) and (c) of clause Twentieth of this agreement, case in which the
Purchaser shall be bound to irrevocably contribute with such amounts to the
patrimony of the Trust of the Payment of the Price of the Package, in the terms
established in subparagraphs (i), (ii), (iii), (iv) and (v) of the third
paragraph of this clause.

TWENTY SECOND.- TAX AND ACCOUNTING VALUE OF THE PRICE OF THE PACKAGE AND TAX
REFUNDS.- The parties expressly agree that exclusively for tax and accounting
purposes from the Price of the Package, the following amounts shall be assigned
regarding the Shares and the Rights of Credit, subject to the preference
referred to in clause Fifth, in fine, above:

(a)  The amount of three hundred fourteen millions, two hundred and sixty
     thousand seven hundred and seventy four Investment Units regarding the
     Rights of Credit; and

(b)  The amount of five hundred Investment Units regarding the Shares.

The securities referred to in paragraphs (a) and (b) above, shall be adjusted
for tax and accounting purposes in terms of the formula attached hereto as
Exhibit "O", in the event that the Price of the Package suffers an adjustment in
the terms and under the conditions referred to in clause Thirteenth above, which
shall be done subject to the preference provided in clause Fifth, in fine,
above.

For the purposes set forth in this agreement, the parties agree that the taxes,
that according to the applicable tax law are on their account, shall be on each
one of them, as may correspond to them.

In this sense, the parties agree that in terms of the applicable tax law, the
Purchaser is bound to make the withholdings that, as the case may be shall
proceed regarding the Price of the Package, unless Banregio in its character of
fiduciary institution in the Shareholders' Trust and in terms of article one
hundred and three of the Income Tax Law in effect and state on writing to the
Purchaser that such withholding shall be done (or as the case may be the
trustors in such trust may do it) regarding the part of the Price of the Package
that may correspond to them, a minor provisional payment, once the requirements
established in article one hundred and twenty six of the Regulation of such Law
are complied.

TWENTY THIRD.- INTERPRETATION, LEGISLATION AND JURISDICTION.- The parties hereby
expressly agree, that for the interpretation and fulfillment of this agreement,
they shall be subject to the effective laws in the United States of Mexico.
Except as otherwise stated in clause FIFTEENTH above, the parties hereby, submit
themselves to the jurisdiction of the competent federal courts in the city of
Mexico, Federal District, waiving hereby to any other jurisdiction that may
correspond to them, by reason of their present or future domicile.

TWENTY FOURTH.- DOMICILES.- For the purposes stated herein, the Sellers and the
Purchaser establish as their conventional domiciles, the following:

SELLERS:

"BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBV-PROBURSA, DIVISION FIDUCIARIA: Montes Urales number six
hundred and twenty, second floor, Colonia Lomas de Chapultepec, Delegacion
Miguel Hidalgo, Zip code, number eleven thousand in the city of Mexico, Federal
District.

ATTENTION: Raul Vazquez Alcantara.

"BANCO SANTANDER MEXICANO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO SANTANDER MEXICANO: Avenida Paseo de la Reforma number two
hundred and thirteen, fifth floor in the city of Mexico, Federal District.

ATTENTION:  Carlos Creel Cobian.

"BANCA SERFIIN", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO
FINANCIERO SERFIN: Avenida Prolongacion Paseo de la Reforma number five hundred,
module three hundred and thirteen, Colonia Santa Fe in the city of Mexico,
Federal District.

ATTENTION:  Javier Perez Martinez.

"CITIBANK MEXICO", SOCIEDAD ANONIMA, GRUPO FINANCIERO CITIBANK: Paseo de la
Reforma number four hundred and fifty, twelve floor, Colonia Juarez in the city
of Mexico, Federal District.

ATTENTION:  Juan Carlos Rivas Alvarez.

"BANCOMER", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO:
Avenida Universidad number one thousand two hundred, Colonia Xoco, Delegacion
Benito Juarez, Zip code number zero three thousand three hundred and thirty
nine.

ATTENTION:  Eduardo Osuna Osuna.

PURCHASER:

"GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE: Avenida Insurgentes Sur
number three thousand five hundred and seventy nine, Colonia Tlalpan La Joya,
Zip code number fourteen thousand in the city of Mexico, Federal District.

ATTENTION:  Luis Jorge Echarte Fernandez.
With copy to:  Gonzalo Garcia de Luca.

TWENTY FIFTH.- TOTAL UNDERSTANDING.- This agreement supersedes all prior
agreements or contracts heretofore made and entered into by the parties,
specifically the Call and the Basis that are related with the acquisition of the
Package, ceasing their effects as of this moment.

                                 CHAPTER SECOND.

   ASSIGNMENT OF THE RIGHTS OF THE FIDEICOMMISSARIES AND MORTGAGE GUARANTEES.

                                   C L A U S E

S O L E .- In virtue of the sales purchase set forth above, "GRUPO ELEKTRA",
SOCIEDAD ANONIMA DE CAPITAL VARIABLE, remains as creditor of S&R, and the
guarantees executed for such credit are on behalf of "GRUPO ELEKTRA", provided
that the conditions established in the corresponding chapter are complied.

As a consequence of what it is set forth above, "GRUPO ELEKTRA", SOCIEDAD
ANONIMA DE CAPITAL VARIABLE is the fideicomissary of the rights of Trust 995 and
of Trust 997, as well as of the mortgages related in the antecedents of this
deed.

I, THE NOTARY PUBLIC CERTIFIES:

I.- That under my judgment the appearing persons have the legal capacity to
execute this act, and that I get sure of their identity according to the
relation attached to the Appendix of this deed with letter "A".

II.- That the representative of "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE expressly states that, under protest of telling the truth, in the
mentioned company participates neutral foreign investment and they credit before
me its registration in the National Registry of Foreign Investments, with the
document attached to the appendix of this deed with letter "G".

III.- That the representatives of "BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD
ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA, DIVISION
FIDUCIARIA AND "GRUPO ELEKTRA", SOCIEDAD ANONIMA DE CAPITAL VARIABLE state that
its principals are legally capable to execute this act, and credit that the
faculties they have, have not being revoked, nor modified, with the certificates
attached hereto as Appendix "R" and "S".

IV.- That the representatives of the Purchaser state that the registration of
this deed in the corresponding Public Registries of Property and in any other
Register shall be in charge of the Purchaser, releasing the subscribed Notary of
any responsibility. Likewise, they state that they agree to execute this
instrument, without the obtention of the corresponding certificates of liens and
by assuming any risk for this situation.

V.- That the appearing persons state that their personal circumstances are:

Fausto Vega Jaramillo, Mexican, born in Mexico, Federal District, on October
2nd, nineteen fifty, married, with domicile in Montes Urales number seven
hundred and twenty, Colonia Lomas de Chapultepec, Delegacion Miguel Hidalgo, Zip
code number eleven thousand, bank officer.

Raul Vazquez Alcantara, Mexican, born in Mexico, Federal District, on February
fourteen, nineteen sixty five, married, with the same domicile than the above
person, bank officer.

Gonzalo Garcia de Luca, Mexican, born in Mexico, Federal District, on November
sixteen, nineteen sixty five, married, with domicile in Insurgentes Sur number
three thousand five hundred and sixty nine, Colonia Tlalpan la Joya in the city
of Mexico, Federal District, manager.

Luis Jorge Echarte Fernandez, North American, born in April twenty third,
nineteen forty five, married, with the same domicile above mentioned, Finance
Director. Credits his legal stay in the country with FM three number three
hundred and forty one thousand six hundred and eighty three, visitant immigrant
and authorized to remain in the country until September four, nineteen ninety
nine.

And state that its principal is registered in the Federal Register of
Taxpayers'number: "GEF-890427-E31".

VI.  That I have on sight the documents stated in this deed.

VII. That I have read and explained this deed to the appearing persons and that
     they have signed it in conformity on March ten, of this year, moment in
     which the appearing persons exhibit me and official letter issued by the
     "Bank of Mexico", where the Syndicate of Banks is authorized the sell the
     rights of credit conditioning such authorization regarding to Citibank so
     that the Credit Committee of such bank authorizes the transfer; regarding
     such official letter the representatives of the Purchaser state that its
     principal is bound to use reasonable practices subject to law for the
     administration and collection of the rights of credit and it knows and that
     it acknowledges and shall respect the laws, regulations, good practices,
     uses and bank and mercantile costumes applicable in administrative and
     collection matters of the rights of credit.

The appearing persons also exhibit me a letter issued by Citibank in which it is
informed that its Committee of Credit has approved the sale of the rights of
credit in terms of the official letter issued by the "Bank of Mexico" cited
above. Such documents are attached to the appendix of this deed letters "T one"
and "T two". The appearing persons exhibit me the official letter issued by the
Federal Commission of Economic Competency in which this operation is authorized.
I attach such official letter to the Appendix of this deed with the letter "U".

The appearing persons also state that with such official letters, the suspensive
conditions referred to in paragraphs (a) and (b) of clause Twentieth of chapter
first of this instrument are complied and state that the condition contained in
paragraph (c) of such clause is not applicable to the Purchaser since its
principal is not in the assumption referred to in article ninth of the Foreign
Investments Law. In virtue of the foregoing, the appearing persons state that
the suspensive conditions related to this operation have been totally complied.
Read and explained this addition to the parties, they sign this document at the
same time it is authorized. I give my faith. Signatures of Messrs. Fausto Vega
Jaramillo, Raul Vazquez Alcantara, Gonzalo Garcia de Luca and Luis Jorge Echarte
Fernandez.

F. Rico A.                                                                Rubric

The seal of authorization.

THE COMPLEMENTARY NOTES ARE PLACED IN SEPARATE PAGES ATTACHED HERTO TO THE
APPENDIX OF THIS INSTRUMENT.

JOSE ANTONIO MANZANERO ESCUTIA, entitled to notary number one hundred and thirty
eight of the city of Mexico, Federal District, acting as associate to the
Protocole of notary number six, entitled to Mr. FAUSTO RICO ALVAREZ.

I ISSUE THE FIRST TESTIMONY, FIRST IN ITS ORDER TO ACQUIRE "GRUPO ELEKTRA",
SOCIEDAD ANONIMA DE CAPITAL VARIABLE, SO THAT THIS TESTIMONY SERVES AS PROPERTY
TITLE, IN SEVENTY EIGHT PAGES.

MEXICO, FEDERAL DISTRICT, APRIL EIGHT, NINETEEN NINETY NINE.

I GIVE FAITH.

CAF/mccm.


         (A seal that says:
         United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public. Notary Number 138.
Mexico, Federal District)







                                       "A"

                    Explanation Note regarding the situation
            of some guarantees of Indebtedness I and Indebtedness II

     In addition to what it is indicated in Antecedent VIII of the Sales
Purchase Agreement, this Exhibit "A" is attached to such Agreement and forms an
integral part of it. The situation of some Guarantees granted in relation to
Indebtedness I and Indebtedness II, is the following:

1.   Affectation of the Trademarks to Trust 995.

Notwithstanding that according to what it is set forth in the Credit Agreement
mentioned in Part I of the Restructure of the Liabilities of GS&R carried out
during 1995, the rights derived from the trademarks, commercial notices and
trade names of S&R, as well as the applications of registration of the
trademarks, commercial notices and trade names established in Exhibit "B" of
such agreement must be registered on behalf of the Fiduciary in Trust 995 and
registered such lien in the Mexican Institute of Industrial Property, up to the
date of this agreement, (i) such trademarks, commercial notices and trade names
of S&R established in Exhibit "B" are not registered on behalf of the fiduciary
in Trust 995, and (ii) the lien over such trademarks, commercial notices, trade
names and applications of registration over the them, constituted through such
Trust 995 on behalf of the Creditors, are in process of registration in such
Mexican Institute of Industrial Property under folio No. 021378.

2.   Pledge upon Credits in Book under Indebtedness I and Indebtedness II.

     According to what it is set forth in clauses Ninth of Indebtedness I and of
Indebtedness II, S&R constituted a pledge over all of its credits in book
related to their accounts receivable generated and to be generated in the future
under the normal course of business. S&R has delivered every month to Serfin, as
agent bank, the corresponding notes and relations of such credits through
inalterable CD-ROMs.

     According to article 70 of the Credit Institutions Law for the constitution
of a pledge it is necessary the transcription of such notes or relations in a
special book of the creditor, considering the amount of the portfolio generated
by S&R and included in the quoted relations, the average term of such portfolio
and the costs associated with such transcription. Such transcription and
impression have not been carried out. In the event that the regularization of
such guarantee is necessary, Serfin, in its character of agent bank of the
Creditors, shall simply proceed to impress and transcribe such relations
recorded in the CD-ROMs above mentioned.







                                       "B"


                                                Percentages of Participation

         Santander                                            22.82%

         Serfin                                               44.37%

         Citibank                                             17.47%

         Bancomer                                             15.34%










                                       "C"

Antonio Franck Cabrera in my character of Secretary of the Board of Directors of
Grupo SyR, S.A. de C.V., by means of this document, certifies that on February
1st, 1999, an Ordinary and Extraordinary Shareholders Meeting of Grupo SyR, S.A.
de C.V. was held to deal with the following Agenda:


                                     AGENDA

                     GENERAL ORDINARY SHAREHOLDERS' MEETING

I.   Conversion of the preferential Series "D" shares and the common Series
     "B-I" and "B-II" shares into common Series "B" shares.

II.  Total amendment of its By-laws.

III. Designation of delegates to formalize and to carry out the resolutions
     adopted by the Meeting.

                                     AGENDA

                 GENERAL EXTRAORDINARY SHAREHOLDERS' MEETING

I.   Designation of the members of the Board of Directors and of the Examiners
     of the Company.

II.  Designation of delegates to formalize and to carry out the resolutions
     adopted by the Meeting.

In this regard, I certify that the resolutions adopted in such Meeting were
inserted in deed number 183,114, dated February 1s, 1999, granted before Mr.
Fausto Rico Alvarez, entitled to notary public number 6 of the City of Mexico,
Federal District, which contains the constitution of trust No. F/55070-1
incorporated with Banco Bilbao Vizcaya-Mexico, S.A., Institucion de Banca
Multiple, Division Fiduciaria, Grupo Financiero BBV-Probursa. All the parties
duly signed such deed on February 2, 1999, so the resolutions adopted in such
Meeting were effective as of such date.

                          Mexico, F.D., March 8, 1999.


                             Antonio Franck Cabrera
                       Secretary of the Board of Directors

                                      "D"

          A seal that says:  United States of Mexico
                             Mauricio Oropeza Estrada
                             Public Broker No. 14
                             City of Mexico, Federal District

         BOOK THREE OF MINUTES AND POLICIES.

         MINUTES NUMBER TWO THOUSAND FOUR HUNDRED AND FORTY NINE.

         In THE CITY OF MEXICO, FEDERAL DISTRICT, on March three, nineteen
         ninety nine, I, MAURICIO OROPEZA ESTRADA, Public Broker number fourteen
         in the City of Mexico, Federal District, spread upon the record that
         PEDRO JORGE VILLARREAL TERAN in representation of OPERADORA DE BOLSA
         SERFIN, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, CASA DE BOLSA, GRUPO
         FINANCIERO SERFIN asks me TO GIVE FAITH OF FACTS that are described, as
         follows:

         For that purpose, at ten hours with thirty minutes of the date in which
         I was asked to make the Faith of Fact, I arrived to module two hundred
         and four located in the second floor of the building marked with number
         five hundred of Prolongacion Paseo de la Reforma, Colonia Lomas de
         Santa Fe. Pedro Jorge Villarreal Teran, the solicitor of my services,
         was in this place. At ten hours with forty minutes, Javier Cervantes
         Sanchez Navarro, attorney of Comercial Carso, Sociedad Anonima de
         Capital Variable arrived into the meeting room in which we were found.
         Mr. Cervantes exhibited me three closed letters stating that they
         contain the original and two copies of the bid that its principal shall
         submit in the Bid of the titles representing the shares of Grupo SyR,
         Sociedad Anonima de Capital Variable that shall be carried out at
         eleven hours of this same date and in this same building. I proceed to
         sign each one of the envelopes that Mr. Cervantes submitted to me and I
         put my official seal in the cover of each one them and I return them
         immediately to Mr. Cervantes in the same way they were exibited to me,
         i.e., closed. At ten hours with fifty minutes, I went to the module
         three hundred and twelve that is located in the third floor of the same
         building, where Messrs. Gonzalo Garcia de Luca and Luis J. Echarte
         Fernandez, who said to be the attorneys of Grupo Elektra, Sociedad
         Anonima de Capital Variable, exhibited me three closed envelopes that
         they say they contain the bid that their principal shall submit in the
         Bid of the titles representing the shares of Grupo SyR, Sociedad
         Anonima de Capital Variable in the same meeting room at eleven hours. I
         signed each one of the envelopes delivered to me by Messrs. Garcia and
         Echarte and I put my official seal in the cover of each one such
         envelopes and I return them immediately to Messrs. Garcia and Echarte
         in the same way they were exhibited to me, i.e., closed. At eleven
         hours, Mr. Javier Cervantes Sanchez Navarro arrived to the meeting room
         and I proceed to open the three envelopes that were submitted by both
         bidders, who state that the copies they exhibit to me are a true copy
         of the original documents they are also delivering to me. The opening
         of the envelopes was carried out carefully so that representatives of
         the bidders do not see the documents presented by the other bidder. The
         subscribed broker sealed and signed one of the copies of each one of
         the bids and delivered the original of each one of them, and the
         remnant copy was delivered to Mr. Jorge Chavarria who was designated by
         the solicitor of my services to custody the bids. The representatives
         of Grupo Elektra, Sociedad Anonima de Capital Varible delivered to the
         solicitor of my services, in its character of representative of the
         financial agent in the bid, a document containing two pages. Such
         document was delivered outside the envelopes. Mr. Villarreal received
         them and asked me to tell the bidders that such document shall not be
         considered as part of the bid, nor shall influence in the award of the
         bid, and I immediately told them and repeated them so in a loud voice.
         Afterwards, I went with the solicitor of my services, Mr. Pedro Jorge
         Villarreal Teran, as well as with the representative of the bidders and
         with Mr. Jorge Chavarria to the module twelve located in the first
         floor of the same building, in which Mr. Carlos Becerra Cruz, who said
         to be the assistant manager of the branch offices number one hundred
         and six of Banca Serfin, Sociedad Anonima was found. Mr. Becerra guided
         us to the security box of such branch office and we were introduced to
         it and I personally openned the security box marked with number eighty
         eight in which I found an envelope which I have deposited there the day
         before and that was delivered to me by Mr. Carlos Jaime Muriel Gaxiola
         in representation of ING, Baring (Mexico), Sociedad Anonima de Capital
         Variable. I certified that such envelope was in the same state in which
         I have deposited it since I have place my signature in the cover of
         such envelope and it seems not to be violated and the envelope was duly
         closed. I also delivered Mr. Chavarria this envelope and I take if from
         the place of the facts at eleven hours with fifty minutes of the same
         day in which the negotiation was carried out. Upon the application of
         Mr. Villarreal, I attach to this minute marked with letters "A" and
         "B", the authenticated copies of the documents that contain the
         unconditional and irrevocable pecuniary offers to both bidders, which
         were compared with their originals.

                                   PERSONALITY

         The Appearing state that its principal has the legal capacity to
         execute agreements and to bind itself, likewise he states that his
         personality has not been revoked or modified in any manner what was
         proved with the first testimony of deed, dated December seven,
         nineteen ninety five granted before Mr. Luis Eduardo Zuno Chavira,
         notary one hundred and eighty eight of the City of Mexico, Federal
         District, which was registered in the Public Registry of Commerce of
         the Federal District on February ninth, nineteen ninety six in
         mercantile folio number three thousand one hundred and seventy five,
         which contains the general power of attorney for acts of
         administration. In such instrument was spread upon the record the
         legal existence of the granting company:

         I, THE PUBLIC BROKER, GIVE FAITH:

         I.- That I have on sight the documents related in this minute.

         II.- That I was present since the beginning until the conclusion of
         such proceeding.

         III..- That the appearing identified himself in terms of the relation
         of identity that is attached to this Minutes and marked with letter
         "C".

         IV.- That the appearing after been summoned by the Public Broker of the
         felonies the persons may incur while making their statements with
         misrepresentation, for his personal circumstances he said to be:

Mexican, born in Ciudad Mante, Tamaulipas, on January sixteen, nineteen seventy
four, married, bank officer, with domicile in Paseo de la Reforma number five
hundred, second floor, module two hundred and three Colonia Lomas de Santa Fe,
in this City.

I read this minute to the appearing and I explained him its value and the legal
consequences of its content, and he states his conformity with it and did not
sign it because he considers it was not necessary, that is why I authorized it
definitively. I give faith.

THIS IS THE FIRST ORIGINAL THAT I ISSUE FOR OPERADORA DE BOLSA SERFIN, SOCIEDAD
ANONIMA DE CAPITAL VARIABLE, CASA DE BOLSA, GRUPO FINANCIERO SERFIN.- IT COUNTS
WITH THREE PAGES COMPARED AND CORRECTED. MEXICO, FEDERAL DISTRICT, MARCH THREE,
NINETEEN NINETY NINE.- I GIVE FAITH.


         A seal that says:  United States of  Mexico
                            Mauricio Oropeza Estrada
                            Public Broker No. 14
                            City of Mexico, Federal District




COMERCIAL CARSO, S.A. DE C.V.

                                                                          000001

                 PECUNIARY, UNCONDITIONAL AND IRREVOCABLE OFFER

Attention:        Banco Bilbao Vizcaya Mexico, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero BBV-Probursa
                  Division Fiduciaria
                  In its character of fiduciary institution in
                  the irrevocable trust
                  No. F/55070-1.

                  Banco Santander Mexicano, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero Santander Mexicano

                  Banca Serfin, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero Serfin

                  Citibank Mexico, S.A.
                  Grupo Financiero Citibank

                  Bancomer, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero

                  Present

Javier Cervantes Sanchez-Navarro representative of Comercial Carso, S.A. de
C.V., with the personality and faculties to act in the name and in
representation of the Comercial Carso, S.A. that were duly credited in the joint
bid (the "Bid") of (i) the titles representing 94.392691% (ninety four point
three nine two six nine one percent) of the capital stock entitled to vote of
Grupo SyR, S.A. de C.V. (the "Shares") and (ii) the rights of credit derived
from the bank liabilities on account of the subsidiary company of Grupo SyR,
S.A. de C.V., named Salinas y Rocha, S.A. de C.V. (hereinafter referred to as
the "Rights of Credit" and together with the Shares, the "Package"), I arrived
before such financial institutions in order to submit, in terms of paragraphs
numbers 5.1, 5.2, 5.3, 5.4 and other related paragraphs of the Basis of the
corresponding bid (the "Basis"), our joint offer of pecuniary, unconditional and
irrevocable character to acquire in such manner and in terms of the final form
of sales purchase agreement with domain reservation subject to a suspensive
condition as referred to in this offer, the whole Package.

In that virtue, in the name and in representation of my principal, I
unconditionally and irrevocably state before each one of the financial
institutions referred to herein, as may correspond to each one of them, and
under protest of telling the truth, that:

1.   The pecuniary purchase offer herein contained, constitute a firm,
     unconditional, irrevocable bid with binding character.

2.   The offer of my principal refers to the joint acquisition of the whole
     Package, in terms and for the effects referred to in article 1961 of the
     Civil Code of the Federal District, applicable in a suppletory manner in
     mercantile matters.

3.   The pecuniary, firm and irrevocable formal proposal of my principal
     consisting in offering the amount of 270,000,000 Investments Units (TWO
     HUNDRED AND SEVENTY MILLIONS of Investment Units) for the whole Package,
     same that shall be payable according to the terms established in the Sales
     Purchase Agreement (as defined hereinafter).

4.   Regarding the foregoing, I freely and irrevocably state that my principal
     knows and has reviewed, in a detailed manner, and with the necessary
     expertise, the terms and conditions of the sales purchase agreement with
     domain reservation subject to a suspensive condition (the "Sales Purchase
     Agreement") that, in order to acquire the Package, was delivered by
     Operadora de Bolsa Serfin, S.A. de C.V., Casa de Bolsa, Grupo Financiero
     Serfin, financial agent in the Bid process, on March second, 1999, same
     document that my principal irrevocably accepts, for which I attach to this
     offer, as Exhibit "A", an original version of such Sales Purchase Agreement
     duly signed in conformity in all its pages.

5.   In this sense and in the event that my principal results the winner of the
     Bid due to the acceptance of this offer, by this means I state my free,
     unconditional and irrevocable commitment to execute the corresponding Sales
     Purchase Agreement, according to the form described and accepted in
     paragraph number 4, above, as well as in its case, any other document,
     agreement, covenant or juridical act that is expressly set forth in the
     Sales Purchase Agreement, as determined by such financial institutions in
     order to carry out the acquisition of the Package.

6.   I freely and irrevocably state that the pecuniary, unconditional and
     irrevocable offer herein contained shall not be binding for each one of the
     financial institutions referred hereto, since the same shall be subject to
     a future analysis and review by the latter, as may correspond to them, for
     its eventual acceptance. In this sense, I expressly accept and understand
     and according to the same Basis, that the terms and conditions contained in
     such Basis and/or in any other document or notice that has been provided in
     the Bid process does not constitute or as the case may be, shall not
     constitute, a sale offer in terms and for the effects set forth in article
     1860 of the Civil Code for the Federal District, applicable in a suppletory
     manner in mercantile matters.

7.   By means of this document I ratify, under protest of telling the truth,
     that our principal acts in its name and on its own account, that the
     description of the source and structure of the funds and financing with
     which the offered price for the acquisition of the Package as referred to
     in number 3 above shall be covered, is the following:

Lines of Credit with Banco Inbursa, S.A. up to $270 million dollars.

Lines of Credit with Bank of America and Citibank up to $30 million dollars as a
whole.

Public placement of shares in process in the Mexican Stock Exchange to be
carried out in the following two months.

8.   I reiterate that the commitment of my principal of being unconditionally
     subject to the legal provisions applicable to the Bid and as the case may
     be, to the transfer of the Package, specifically to all of the suspensive
     conditions referred to in Clause Twentieth of the Sales Purchase Agreement.

9.   I understand that the purchase offer herein contained shall be applied, in
     first place to pay the outstanding balance of the Rights of Credit, and
     once the amount of the outstanding balance of the Rights of Credit is
     totally paid, shall be applied, as the case may be, to the payment of the
     Shares.

10.   I attach to this offer as Exhibit "B", a writ that states: (i) the
      veracity, updating, legality and legitimacy and authentication of all the
      documents and information submitted by my principal in any stage of the
      Bid process, and (ii) the relation of the person or persons, that in the
      event we are the winners, shall acquire the Shares and Rights of Credit
      that must be consistent with the notice of merger submitted before the
      Federal Commission of Competency in terms of paragraph number 3.4 of the
      Basis.

City of Mexico, Federal District, March 3, 1999

                          Comercial Carso, S.A. de C.V.



                                            By: Javier Cervantes Sanchez-Navarro
                                            Position: Attorney

         (A seal that says:  United States of Mexico
                             Mauricio Oropeza Estrada
                             Public Broker No. 14
                             City of Mexico, Federal District)

                                            GRUPO ELEKTRA, S.A. DE C.V.

   Insurgentes Sur No. 3579 8o. Piso, Col. Tlalpan la Joya, Mexico, D.F. 14000
                    Tel. (525) 629-90-00 Fax. (525) 629-92-34

                                   Final Form

                 PECUNIARY, UNCONDITIONAL AND IRREVOCABLE OFFER

Attention:        Banco Bilbao Vizcaya Mexico, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero BBV-Probursa
                  Division Fiduciaria
                  In its character of fiduciary institution in the
                  irrevocable trust
                  No. F/55070-1.

                  Banco Santander Mexicano, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero Santander Mexicano

                  Banca Serfin, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero Serfin

                  Citibank Mexico, S.A.
                  Grupo Financiero Citibank

                  Bancomer, S.A.
                  Institucion de Banca Multiple
                  Grupo Financiero

                  Present

Luis J. Echarte Fernandez and Gonzalo Garcia de Luca representatives of Grupo
Elektra, S.A. de C.V., with the personality and faculties to act in the name and
in representation of Grupo Elektra duly credited in the joint bid (the "Bid") of
(i) the titles representing 94.392691% (ninety four point three nine two six
nine one percent) of the capital stock entitled to vote of the company Grupo
SyR, S.A. de C.V. (the "Shares") and (ii) the rights of credit derived from the
bank liabilities on account of the subsidiary company of Grupo SyR, S.A. de
C.V., named Salinas y Rocha, S.A. de C.V. (hereinafter referred to individually
as the "Rights of Credit" and together with the Shares, the "Package"), we
arrive before such financial institutions in order to submit, in terms of
paragraphs numbers 5.1, 5.2, 5.3, 5.4 and other related paragraphs of the Basis
of the corresponding bid (the "Basis"), our joint offer of pecuniary,
unconditional and irrevocable character to acquire in such manner and in terms
of the final form of the sales purchase agreement with domain reservation
subject to a suspensive condition as referred to in this offer, the whole
Package.

In that virtue, in the name and in representation of our principal, we
unconditionally and irrevocably state before each one of the financial
institutions referred to herein, as may correspond to them and under protest of
telling the truth, that:

1.   The pecuniary purchase offer herein contained, constitute a firm,
     unconditional, irrevocable bid with binding character.

2.   The offer of our principal refers to the joint acquisition of the whole
     Package in the terms and for the effects referred to in article 1961 of the
     Civil Code of the Federal District, applicable in suppletory manner in
     mercantile matters.

3.   The pecuniary, firm and irrevocable formal proposal of our principal
     consists in offering the amount of 314,261,274 Investments Units (Three
     hundred and fourteen millions two hundred and sixty one thousand two
     hundred and seventy four Investment Units) for the whole Package, same that
     shall be payable according to the following terms: (i) One first payment
     equivalent to for at least 25% (twenty five percent) of the joint amount
     offered for the Package, same that shall be paid in cash, in Pesos, Mexican
     currency, to the date of signature of the Sales Purchase Agreement of the
     Package (as defined hereinafter); (ii) a second payment for an equivalent
     amount of for at least 25% (twenty five percent) of the joint amount
     offered by the Package, same that shall be paid in cash, in Pesos, Mexican
     currency, within the following sixty days to the date of signature of the
     Sales Purchase Agreement of the Package, plus the corresponding Increase
     for the Deferred Payment, as defined in the Sales Purchase Agreement form;
     (iii) a third payment for the outstanding balance of the joint offered
     amount for the Package, same that shall be pain in cash, in pesos, Mexican
     currency, no later than within one hundred and twenty days following the
     date of signature of the Sales Purchase Agreement of the Package, plus the
     corresponding increase for the Differed Payment, as defined in the Sales
     Purchase Agreement form.

4.   Regarding the foregoing, we freely and irrevocable state that our principal
     knows and has reviewed in a detailed manner and with the necessary
     expertise the terms and conditions of the sales purchase agreement with
     domain reservation subject to a suspensive condition (the "Sales Purchase
     Agreement") that, in order to acquire the Package, was delivered by
     Operadora de Bolsa Serfin, S.A. de C.V., Casa de Bolsa, Grupo Financiero
     Serfin, financial agent in the Bid process, on March 2nd, 1999, same that
     our principal expressly, freely and irrevocably accepts, for which we
     attach this offer as Exhibit "A", an original version of such Sales
     Purchase Agreement duly signed in conformity in all its pages.

5.   In this sense and in the event that our principal results the winner of the
     Bid due to the acceptance of this offer, by this means we state our free,
     unconditional and irrevocable commitment to execute the corresponding Sales
     Purchase Agreement, according to the form described and accepted in
     paragraph number 4, above, as well as in its case, any other document,
     agreement, covenant or juridical act that is expressly set forth in the
     Sales Purchase Agreement or that it is determined by such financial
     institutions in order to carry out the acquisition of the Package.

6.   We freely and irrevocably state that the pecuniary, unconditional and
     irrevocable offer herein contained shall not be binding for each one of the
     financial institutions referred hereto, since the same shall be subject to
     a future analysis and review by the latter, as may correspond to them, for
     its eventual acceptance. In this sense, we expressly accept and understand
     according to the same Basis, that the terms and conditions contained in
     such Basis and/or in any other document or notice that has been provided in
     the Bid process, does not constitute or shall not constitute, as the case
     may be, a sale offer in terms and for the effects set forth in article 1860
     of the Civil Code for the Federal District, applicable in suppletory manner
     in mercantile matters.

7.   By means of this document we ratify, under protest of telling the truth,
     that our principal acts in its name and on its own account, that the
     description of the source and structure of funds and financings with which
     the offered price for the acquisition of the Package as referred to in
     paragraph number 3 above shall be covered, is the following:

     The funds with which the offered price for the Package is to be covered
     shall be obtained by means of the syndicated credit whose leader is
     Citibank N.A. up to the amount of USD $65,000,000.00 (Sixty five million
     U.S. dollars) and the remnant shall come from the resources of cash of
     Grupo Elektra, S.A. de C.V.

8.   We reiterate the commitment that our principal is going to be
     unconditionally subject to the legal provisions applicable to the Bid and
     as the case may be, to the transfer of the Package, specifically to all of
     the suspensive conditions as referred to in Clause Twentieth of the Sales
     Purchase Agreement.

9.   We understand that the purchase offer herein contained shall be applied, in
     a first place to pay the outstanding balance of the Rights of Credit, and
     once the amount of the outstanding balance of the Rights of Credit is
     totally paid, shall be applied, as the case may be, to the payment of the
     Shares.

10.  We attach to this offer as Exhibit "B", a writ that states: (i) the
     veracity, updating, legality and legitimacy and authentication of all the
     documents and information submitted by our principal in any stage of the
     Bid process, and (ii) the relation of the person or persons that, in case
     we are the winners, to acquire the Shares and the Rights of Credit, same
     that must be consistent with the notice of merger submitted before the
     Federal Commission of Competency in terms of paragraph number 3.4 of the
     Basis.


                 City of Mexico, Federal District, March 3, 1999
                           Grupo Elektra, S.A. de C.V.




By: Luis Echarte Fernandez                  By: Gonzalo Garcia de Luca
Position:  Attorney                         Position: Attorney

                                                                             "E"
                               (A seal that says:
                             United States of Mexico
                            Mauricio Oropeza Estrada
                               Public Broker No. 1
                        City of Mexico, Federal District)

ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                   EXHIBIT "B"
                 TRADEMARKS, TRADE NAMES AND COMMERCIAL NOTICES

A.        APPLICATIONS OF TRADEMARK REGISTRATIONS.
          ---------------------------------------

1.  Trademark:                              Salinas y Rocha and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      Without class
Date of first use:                          December 15, 1988
Date of Submittal:                          August 31, 1995
File number:                                242195

2.  Trademark:                              Salinas y Rocha and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      Without class
Date of first use:                          December 15, 1988
Date of Submittal:                          August 31, 1995
File number:                                242196

3.  Trademark:                              Salinas y Rocha and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      Without class
Date of first use:                          December 15, 1988
Date of Submittal:                          August 31, 1995
File number:                                242197

4.  Trademark:                              Salinas y Rocha and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      Without class
Date of first use:                          December 15, 1988
Date of Submittal:                          August 31, 1995
File number:                                242198
(Illegible signatures)

5.  Trademark:                              Optima Salinas y Rocha and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      Without class
Date of first use:                          December 15, 1988
Date of Submittal:                          August 31, 1995
File number:                                242199

6.  Trademark:                              Status and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      25
Date of first use:
Date of Submittal:                          August 31, 1995
File number:                                242200

7.  Trademark:                              Astro Kids and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      25
Date of first use:
Date of Submittal:                          August 31, 1995
File number:                                242201

8.  Trademark:                              Avante de Salinas y Rocha and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      Without class
Date of first use:                          May 20, 1988
Date of Submittal:                          August 31, 1995
File number:                                242202

9.  Trademark:                              Avanti and design
Distinctive sign:                           Mixed
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      25
Date of first use:
Date of Submittal:                          August 31, 1995
File number:                                242203


(Illegible signatures)

B.  TRADEMARK REGISTRIES.
    --------------------

1.  Trademark:                              Encantos de Antonieta
Entitled:                                   Salinas y Rocha, S.A.
Registry number:                            426619
Class:                                      25
Distinctive sign:                           Mixed
Legal Date:                                 July 3, 1992
Term:                                       10 years

2.  Trademark:                              SyRSound
Entitled:                                   Salinas y Rocha, S.A.
Registry number:                            417123
Class:                                      09
Distinctive sign:                           Mixed
Legal Date:                                 November 19, 1991
Term:                                       10 years

3.  Trademark:                              Appik
Entitled:                                   Salinas y Rocha, S.A.
Registry number:                            415685
Class:                                      25
Distinctive sign:                           Mixed
Legal Date:                                 February 3, 1992
Term:                                       10 years

4.  Trademark:                              P&P
Entitled:                                   Salinas y Rocha, S.A.
Registry number:                            420807
Class:                                      25
Distinctive sign:                           Mixed
Legal Date:                                 February 3, 1992
Term:                                       10 years

5.  Trademark:                              Syrok
Entitled:                                   Salinas y Rocha, S.A.
Registry number:                            413574
Class:                                      11
Distinctive sign:                           Mixed
Legal Date:                                 December 18, 1991
Term:                                       10 years


(Illegible signatures)

C.  APPLICATIONS OF TRADE NAME PUBLICATIONS.
    ---------------------------------------

1. Trade name:                              SIR Grupo SYR
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Date of first use:                          May 14, 1992
Purpose:                                    Holding company
File Number:                                3942
Entrance Folio:                             68450
Date of Submittal:                          August 31, 1995

2. Trade name:                              Salinas y Rocha
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Date of first use:                          January 1st, 1950
Purpose:                                    Administration and Commercialization
File Number:                                3941
Entrance Folio:                             68449
Date of Submittal:                          August 31, 1995

D.  APPLICATION OF A COMMERCIAL NOTICE.
    ----------------------------------

1.  Commercial Notice:                      Las Tandas de Salinas y Rocha
Applicant:                                  Salinas y Rocha, S.A. de C.V.
Class:                                      35
Date of Submittal:                          June 1st, 1995
File number:                                4289
Entrance Folio:                             40168

(Illegible Signatures)


         (A seal that says:                          (A seal that says:
United States of Mexico    .                Mexican Institute of Industrial
Jose Antonio Manzanero Escutia.             Property Reception Department
Notary Public. Notary Number 138.           Document Control.  Submittal.
Mexico, Federal District)                   August 31
                                            (Illegible) hours)

MEXICAN INSTITUTE OF                        (21) File Number
INDUSTRIAL PROPERTY                         242195

         (12)                               Folio of Entrance Number
Application for:                            68445

(X) Trademark Registration                  (22) Date and Hour of Submittal
( ) Collective Trademark
       Registration
( )  Commercial Notice
       Registration
( ) Publication of a Trade name

--------------------------------------------------------------------------------
(71) Applicant(s):
     Name(s):                    SALINAS Y ROCHA, S.A.

     Nationality(ies):           MEXICAN

     MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
     Domicile of the First Applicant: street, number, colony and zip code

     MEXICO, F.D.
--------------------------------------------------------------------------------
     Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):                         G.R.P.
                                                 ---------------
       Name(s):          JOSE ALFREDO ROMERO MORALES

       MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
      Domicile for notices in the Mexican territory: street,
      number, colony and zip
      code.

      MEXICO, F.D.
--------------------------------------------------------------------------------
      Town, state and country                        Telephone

(54) DISTINCTIVE SIGN:
         Type of Trademark           ( ) Nominative  ( ) Innominate
                                     (X) Mixed       ( ) Three-dimensional

         SALINAS Y ROCHA and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         December 15, 1988                  ( ) IT HAS NOT BEEN USED
------------------------------
         Month        day   year
                                                                  (51)
--------------------------------------------------------------------------------
         CLASS:

         (  )(  )  (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALES AND RETAIL SALES AND
         IN GENERAL, THE FREE SALE OF HOUSE FURNITURE, ELECTRIC AND ELECTRONIC
         SETS.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in the way        Registration or
     it appears in the label is reserved.            Publication Data.


AFFIXED IN THIS SPACE THE LABEL
OF THE APPLIED DISTINCTIVE SIGN                      The effects of this
                                                     registration or
(Only if we deal with Trademarks)                    publication have a ten-year
                                                     term  counted as of the
                                                     date of its submittal  and
                                                     is  renewable  in terms  of
                                                     the applicable  legal
                                                     provisions.

                                                     BY AGREEMENT OF THE
                                                     GENERAL DIRECTOR OF THE
                                                     MEXICAN INSTITUTE OF
                                                     INDUSTRIAL PROPERTY

                                                     --------------------------
                                                     The Trademark Director


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial            ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade Names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Mexican Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58) NON RESERVABLE LEYENDS AND FIGURES:


----------------------------------------------------------------
(Only if we deal with Trademarks)

(30) PRIORITY CLAIMED:          (31) NUMBER
                                             -----------------

(32) DATE OF SUBMITTAL:  08         30        95
                         -----------------------
                         Month   day    year

(33) COUNTRY OF ORIGIN:
                         ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of its Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date
--------------------------------------------------------------------------------


                        DOCUMENTS TO BE ATTACHED HEREIN:

( ) Receipt of payment of the corresponding tariff.

( ) 7 black and white labels with the regulated measures (no greater than 10
    x10 cm.; no lesser than 4 x 4 cm.). (Except nominative)

( ) 7 colored labels with the regulated measures (no greater than 10 x 10
    cm.; no lesser than 4 x 4 cm.). (Except nominative)

( ) 7 photographic impressions or the picture with the regulated measures of
    the three-dimensional trademark in three grounds.

( ) Documents that credits the personality of the attorney (as the case may
    be)

( ) Regulations of use and license of the trademark and its rights transfer
    (only in case of a property trademark)

( ) A copy of the registration evidence in the General Registry of Powers of
    Attorney of the MIIP (as the case may be)

( ) Documents that credits the personality. The original document is found in
    file number ___________ (in case of document comparison)

( ) Faith of facts in case of a trade name.

--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------


         (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.         MIIP
Notary Public.  Notary Number 138.      Periferico Sur #  3106
Mexico, Federal District)               Col. Jardines del Pedregal
                                        Deleg. Alvaro Obregon
                                        01900 Mexico, F.D.


                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number                 Application Number        Patent Number,
                                                   Registration or Publication:
197732

( ) Patent              ( )  Invention Certificate           ( ) Trade name

( )  Petit Patent       (X) Trademark                        ( ) Name of Origin

( ) Industrial Design   ( )  Commercial Notice               ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
       CONCEPT              ARTICLE    TARIFF         AMOUNT
                             TARIFF  PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                          N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                     ( )        Total Tariff   N$      1,022.82
Micro and Small enterprise       ( )        Additions to   N$        180.49
Institutes of Investigation of                      Tax
Tax the Public Sector            ( )        VAT            N$
Educational Institutions         ( )        Total
Total Independent Inventors      ( )        Payment        N$      1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or       For the exclusive          Place
of  the Applicant                    use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                            SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________         (A seal that says:
Street. Number. Colony and Zip     27-C-7 We receive 27-C-7
Code.                              For the Payment or Deposit of the
                                   Amount. Marked in the reversed side.
MEXICO, F.D.                                     44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                         August 31, 1995
F.R. T.                            According to articles (Illegible text)
SRO-8002018-S5                     of the General Law of Credit Instruments .
__________________________         and of Credit Operations (Illegible text)
(Illegible Signature)              BANCO INVERLAT, S.A.
__________________________         BANCA MULTIPLE
Signature of the Entitled Person   27-C-7)
or Representative

                               Copy 2 of the User

--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date          - Name of the Holder of the Account  -  Currency  -  Account
                                                                     Number

Day/Month/Year
                M.I.I.P.                                (X) Mexican Cy.
                                                 ( ) Dollars       814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                      DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                     THE PLACE

-        Check         - Amount
    Number                           -  Bank  - Check Number    -  Amount

1.                                   1.  SERFIN     063292
2.                                   2.
3.                                   3.
4.                                   4.
5.                                   5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________
                                                              1,203.31


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.


         (A seal that says:                          (A seal that says:
United States of Mexico.                    Mexican Institute of Industrial
Jose Antonio Manzanero Escutia.             Property Reception Department
Notary Public. Notary Number 138.           Document Control. Submittal.
         Mexico, Federal District)          August 31
                                            (Illegible) hours)

MEXICAN INSTITUTE OF                        (21) File Number
INDUSTRIAL PROPERTY                         242196

         (12)                                        Folio of Entrance Number
Application for:                            68446

(X) Trademark Registration                  (22) Date and Hour of Submittal
( )  Collective Trademark
       Registration
( )  Commercial Notice
       Registration
( )  Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(71)      Attorney(s):         G.R.P. ________________
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number, colony
         and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone
    (54) DISTINCTIVE SIGN:
         Type of Trademark          ( ) Nominative  ( ) Innominate
                                    (X) Mixed       ( ) Three-dimensional

         SALINAS Y ROCHA and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         December 15, 1988                  (  )  IT HAS NOT BEEN USED
------------------------------
         Month       day   year
--------------------------------------------------------------------------------
(51)     CLASS:

         ( )( )  (67) Product(s) or Service(s)
         (Only in case of trademark or trade name)

         Prevailing line of business:
         (Only in case of a trade name)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALES AND RETAIL SALES AND
         IN GENERAL, THE FREE SALE OF HOUSE FURNITURE, ELECTRIC AND ELECTRONIC
         SETS.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in the way  Registration or Publication Data.
     it appears in the label is reserved.

AFFIXED IN THIS SPACE THE LABEL    The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN    publication have a ten-year term
(Only if we deal with Trademarks)  counted as of the date of its
                                   submittal  and  is  renewable  in
                                   terms  of  the applicable  legal
                                   provisions.

                                   BY AGREEMENT OF THE
                                   GENERAL DIRECTOR OF THE
                                   MEXICAN INSTITUTE OF
                                   INDUSTRIAL PROPERTY

                                   --------------------------
                                   The Trademark Director

ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial            (  ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:



--------------------------------------------------------------------------------
(Only if we deal with Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER
                                               --------------------

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                            Month   day    year

(33)     COUNTRY OF ORIGIN:
                           ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of his Attorney

Mexico, F.D., August 30, 95
Place and Date
--------------------------------------------------------------------------------


                        DOCUMENTS TO BE ATTACHED HEREIN:

( )   Receipt of payment of the corresponding tariff.

( )   7 black and white labels with the regulated measures (no greater than 10
      x10 cm.; no lesser than 4 x 4 cm.). (Except nominative)

( )  7 colored labels with the regulated measures (no greater than 10 x 10
     cm.; no lesser than 4 x 4 cm.). (Except nominative)

( )  7 photographic impressions or the picture with the regulated measures of
     the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may
     be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of Powers of
     Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality. The original document is found in
     file number ___________ (in case of document comparison)

( )  Faith of facts in case of a trade name.

--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------



         (A seal that says:
Unite States of Mexico.                Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.             MIIP
Notary Public.  Notary Number 138.          Periferico Sur #  3106
         Mexico, Federal District)          Col. Jardines del Pedregal
                                            Deleg. Alvaro Obregon
                                            01900 Mexico, F.D.


                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number                 Patent Number,
                                                    Registration or Publication:
197734

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
CONCEPT                      ARTICLE   TARIFF          AMOUNT
                             TARIFF   PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                              N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                    ( )    Total Tariff      N$  1,022.82
Micro and Small enterprise      ( )    Additions to      N$    180.49
Institutes of Investigation of                  Tax
the Public Sector               ( )    VAT               N$
Educational Institutions        ( )    Total
Independent Inventors           ( )    Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer,  S.A. de C.V. Printer  authorized in the Federal Official Gazette dated
07-10-95.  F.R.T.  PRI-941220-FF9. Phone:  582-15-00.  The  non-authorized
reproduction  of  this  receipt  constitutes  a  felony  in  terms  of the
established tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                   SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                         August 31, 1995
F.R. T.                                  According to articles (Illegible text)
SRO-8002018-S5                     of the General Law of Credit Instruments .
__________________________         and of Credit Operations (Illegible text)
(Illegible Signature)              BANCO INVERLAT, S.A.
__________________________         BANCA MULTIPLE
Signature of the Entitled Person   27-C-7)
or Representative



                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date             -  Name of the Holder of the Account  -  Currency  -  Account
                                                                          Number

Day/Month/Year
                           M.I.I.P.               (X) Mexican Cy.
                                           ( ) Dollars       814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place    - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                          DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                         THE PLACE

-   Check   - Amount
    Number                                  -  Bank  - Check Number    -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________



This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.



         (A seal that says:             (A seal that says:
United States of Mexico.                Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.         Reception Department
Notary Public. Notary Number 138.       Document Control.  Submittal.
Mexico, Federal District)               August 31
                                                  (Illegible) P.M.)

MEXICAN INSTITUTE OF                    (21) File Number
INDUSTRIAL PROPERTY                      242197

     (12)                               Folio of Entrance Number
Application for:                        68447

(X) Trademark Registration              (22) Date and Hour of Submittal
(  )  Collective Trademark
         Registration
(  )  Commercial Notice
         Registration
(  )  Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(71)     Attorney(s):                 G.R.P. ___________________
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
  Domicile for notices in the Mexican territory: street, number, colony and zip
  code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country (54) DISTINCTIVE SIGN:
         Type of Trademark          (X) Nominative   ( ) Innominate
                                    ( ) Mixed        ( ) Three-dimensional

         SALINAS Y ROCHA and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         December 15, 1988                  ( )  IT HAS NOT BEEN USED
------------------------------
         Month       day   year
--------------------------------------------------------------------------------
(51)     CLASS:

         (  )(  )  (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALES AND
         RETAIL SALES AND IN GENERAL, THE FREE SALE OF HOUSE FURNITURE,
         ELECTRAND ELECTRONIC SETS.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in the    Registration or Publication Data.
     way it appears in the label is reserved.



AFFIXED IN THIS SPACE THE LABEL   The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN   publication have a ten-year term
                                 (Only if we deal with
                                  Trademarks) counted as of the date of its
                                  submittal  and  is  renewable  in
                                  terms  of  the applicable  legal
                                  provisions.

                                  BY AGREEMENT OF THE
                                  GENERAL DIRECTOR OF THE
                                  MEXICAN INSTITUTE OF
                                  INDUSTRIAL PROPERTY

                                  --------------------------
                                  The Trademark Director


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial      ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       (  ) A geographical zone
                                    (  ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
(Only if we deal with Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER
                                               --------------------

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                            Month   day    year

(33)     COUNTRY OF ORIGIN:
                           ----------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
Place and Date
--------------------------------------------------------------------------------


                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.

--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------



         (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.          MIIP
Notary Public.  Notary Number 138.       Periferico Sur #  3106
         Mexico, Federal District)       Col. Jardines del Pedregal
                                         Deleg. Alvaro Obregon
                                         01900 Mexico, F.D.


                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197736

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                        DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                       THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.



         (A seal that says:                 (A seal that says:
United States of Mexico.           Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.    Reception Department
Notary Public. Notary Number 138.  Document Control.  Submittal.
Mexico, Federal District)          August 31
                                   (Illegible) P.M.)
                                    ----------------

MEXICAN INSTITUTE OF                        (21) File Number
INDUSTRIAL PROPERTY                         242198

         (12)                               Folio of Entrance Number
Application for:                            68448

(X) Trademark Registration                  (22) Date and Hour of Submittal
( ) Collective Trademark
        Registration
( ) Commercial Notice
        Registration
( ) Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):                     G.R.P.
                                                 ---------------
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):                     G.R.P.
                                             -------------------
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
Domicile for notices in the Mexican territory: street, number,
colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          ( ) Nominative  ( ) Innominate
                                    (X) Mixed       ( ) Three-dimensional

         SALINAS Y ROCHA and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         December 15, 1988                  ( )  IT HAS NOT BEEN USED
------------------------------
         Month    day  year
--------------------------------------------------------------------------------
(51)     CLASS:

         (  )(  )  (67) Product(s) or Service(s)
         (Only if we deal with trademark or trade names)

         Prevailing line of business:
         (Only if we deal with trade name)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALES AND RETAIL SALES AND
         IN GENERAL, THE FREE SALE OF HOUSE FURNITURE, ELECTRIC AND ELECTRONIC
         SETS.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in the way  Registration or Publication Data.
     it appears in the label is reserved.



AFFIXED IN THIS SPACE THE LABEL     The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN     publication have a ten-year term
(Only if we deal with Trademarks)   counted as of the date of its
                                    submittal  and  is  renewable  in
                                    terms  of  the applicable  legal
                                    provisions.

                                    BY AGREEMENT OF THE
                                    GENERAL DIRECTOR OF THE
                                    MEXICAN INSTITUTE OF
                                    INDUSTRIAL PROPERTY

                                    --------------------------
                                    The Trademark Director


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial  ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only in case of a trade name)

         ITS USE COMPREHENDS:       (  ) A geographical zone
                                    (  ) All the Republic
--------------------------------------------------------------------------------
         (Only in case of trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES.


--------------------------------------------------------------------------------
(Only in case of trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                            Month      day     year

(33)     COUNTRY OF ORIGIN:
                           ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
Place and Date
--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.

--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------





         (A seal that says:
Unite States of Mexico.                Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.        MIIP
Notary Public.  Notary Number 138.     Periferico Sur #  3106
         Mexico, Federal District)     Col. Jardines del Pedregal
                                       Deleg. Alvaro Obregon
                                       01900 Mexico, F.D.


                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number             Application Number                 Patent Number,
                                                    Registration or Publication:
197731

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
       CONCEPT             ARTICLE      TARIFF            AMOUNT
                            TARIFF      PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$   1,022.82
Micro and Small enterprise     ( )       Additions to      N$     180.49
Institutes of Investigation of                  Tax
the Public Sector              ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$   1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                    SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________         (A seal that says:
Street. Number. Colony and Zip     27-C-7 We receive 27-C-7
Code.                              For the Payment or Deposit of the
                                   Amount. Marked in the reversed side.
MEXICO, F.D.                                     44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                         August 31, 1995
F.R. T.                                  According to articles (Illegible text)
SRO-8002018-S5                     of the General Law of Credit Instruments .
__________________________         and of Credit Operations (Illegible text)
(Illegible Signature)              BANCO INVERLAT, S.A.
__________________________         BANCA MULTIPLE
Signature of the Entitled Person   27-C-7)
or Representative



                               Copy 2 of the User





--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                  (X) Mexican Cy.
                                            (  ) Dollars       814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place   - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                              DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                             THE PLACE

-   Check         - Amount
    Number                           -  Bank  - Check Number    -  Amount

1.                                   1.  SERFIN     063292
2.                                   2.
3.                                   3.
4.                                   4.
5.                                   5.
Amount:  $______________                       Amount   $_________

               Total Amount of Checks    $ ________________________
                       Cash              $ ________________________
                                                  N$ 1,203.31


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.


         (A seal that says:                     (A seal that says:
United States of Mexico.               Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.        Reception Department
Notary Public. Notary Number 138.      Document Control.  Submittal.
Mexico, Federal Register)              August 31
                                                (Illegible) hours)
                                                -----------

MEXICAN INSTITUTE OF                        (21) File Number
INDUSTRIAL PROPERTY                         242199

         (12)                               Folio of Entrance Number
Application for:              68451

(X) Trademark Registration                  (22) Date and Hour of Submittal
( ) Collective Trademark
        Registration
( ) Commercial Notice
        Registration
( ) Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(71)     Attorney(s):                  G.R.P. __________________

         Name(s):          JOSE ALFREDO ROMERO MORALES
         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          (X) Nominative   ( ) Innominate
                                    ( ) Mixed        ( ) Three-dimensional

         OPTIMA SALINAS Y ROCHA and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         August 26, 1987               ( )  IT HAS NOT BEEN USED
------------------------------
         Month   day  year
--------------------------------------------------------------------------------
(51)     CLASS:

         (5)(6)  (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALE, RETAIL AND FREE SALE
         OF SERVICES FACILITIES AND/OR THE EXPLOITATION OF A COMMERCIAL
         ENTERPRISE.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in the way   Registration or Publication
     Data. it appears in the label is reserved.



AFFIXED IN THIS SPACE THE LABEL           The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN           publication have a ten-year term
(Only if we deal with Trademarks)         counted as of the date of its
                                           submittal  and  is  renewable  in
                                           terms  of  the applicable  legal
                                           provisions.

                                           BY AGREEMENT OF THE
                                           GENERAL DIRECTOR OF THE
                                           MEXICAN INSTITUTE OF
                                           INDUSTRIAL PROPERTY

                                           --------------------------
                                           The Trademark Director


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial    ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
(Only if we deal with trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                              Month    day      year

(33)     COUNTRY OF ORIGIN:
                             ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date

--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------



         (A seal that says:
Unite States of Mexico.               Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.             MIIP
Notary Public.  Notary Number 138.    Periferico Sur #  3106
         Mexico, Federal District)    Col. Jardines del Pedregal
                                      Deleg. Alvaro Obregon
                                      01900 Mexico, F.D.


                             INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197735

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                        DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                       THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________
                                                           N$1,203.31

This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.




         (A seal that says:           (A seal that says:
United States of Mexico.              Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.       Reception Department
Notary Public. Notary Number 138.     Document Control.  Submittal.
Mexico, Federal District)             August 31
                                      (Illegible) P.M.)
                                       -----------

MEXICAN INSTITUTE OF                  (21) File Number
INDUSTRIAL PROPERTY                    242200

         (12)                          Folio of Entrance Number
Application for:                       68452

(X) Trademark Registration            (22) Date and Hour of Submittal
( ) Collective Trademark
        Registration
( ) Commercial Notice
        Registration
( ) Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
----------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country                      Telephone
(54) DISTINCTIVE SIGN:
      Type of Trademark          (X) Nominative   ( ) Innominate
                                 ( ) Mixed        ( ) Three-dimensional

         STATUS and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

                                    (X)  IT HAS NOT BEEN USED
------------------------------
         Month    day      year
--------------------------------------------------------------------------------
(51)     CLASS:

         (2)(5)            (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of purpose:
         (Only if we deal with trade names)

         CLOTHES IN GENERAL, SHOES, HATTERY AND EVERYTHING
         RELATED WITH CLASS 25.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in     Registration or Publication Data.
     the way it appears in the label
     is reserved.


AFFIXED IN THIS SPACE THE LABEL        The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN        publication have a ten-year term
(Only if we deal with Trademarks)      counted as of the date of its
                                       submittal  and  is  renewable  in
                                       terms  of  the applicable  legal
                                       provisions.

                                       BY AGREEMENT OF THE
                                       GENERAL DIRECTOR OF THE
                                       MEXICAN INSTITUTE OF
                                       INDUSTRIAL PROPERTY

                                       --------------------------
                                       The Trademark Director



ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial     ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
(Only if we deal with Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08     30        95
                            -----------------------
                            Month   day    year

(33)     COUNTRY OF ORIGIN:
                             ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date
----------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------






         (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.                     MIIP
Notary Public.  Notary Number 138.      Periferico Sur #  3106
         Mexico, Federal District)      Col. Jardines del Pedregal
                                        Deleg. Alvaro Obregon
                                        01900 Mexico, F.D.



                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197735

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                        DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                       THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292   N$11,645.23
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.



         (A seal that says:            (A seal that says:
United States of Mexico.               Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.        Reception Department
Notary Public. Notary Number 138.      Document Control.  Submittal.
Mexico, Federal District)              August 31
                                       (Illegible) hours)
                                        -----------

MEXICAN INSTITUTE OF                    (21) File Number
INDUSTRIAL PROPERTY                     242201

    (12)                                Folio of Entrance Number
Application for:                        68453

(X) Trademark Registration              (22) Date and Hour of Submittal
( )  Collective Trademark
        Registration
( )  Commercial Notice
        Registration
( )  Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):                   G.R.P.
                                          ---------------------
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          (X) Nominative   ( ) Innominate
                                    ( ) Mixed        ( ) Three-dimensional

         ASTRO KIDS and design
----------------------------------------------------------------
         DATE OF FIRST USE:

                                       (X)  IT HAS NOT BEEN USED
------------------------------
   Month     day       year
--------------------------------------------------------------------------------
(51)     CLASS:

         (2)(5)              (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         DRESSES IN GENERAL, SHOES, HATTERY AND EVERYTHING RELATED
         TO CLASS 25.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign      Registration or Publication Data.
     in the way it appears in the label
     is reserved.



AFFIXED IN THIS SPACE THE LABEL           The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN           publication have a ten-year term
(Only if we deal with Trademarks)         counted as of the date of its
                                          submittal  and  is  renewable  in
                                          terms  of  the applicable  legal
                                          provisions.

                                          BY AGREEMENT OF THE
                                          GENERAL DIRECTOR OF THE
                                          MEXICAN INSTITUTE OF
                                          INDUSTRIAL PROPERTY

                                          --------------------------
                                          The Trademark Director



ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial   ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
(Only if we deal with Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                              Month   day    year

(33)     COUNTRY OF ORIGIN:
                             ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date
--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------



         (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.                         MIIP
Notary Public.  Notary Number 138.      Periferico Sur #  3106
         Mexico, Federal District)      Col. Jardines del Pedregal
                                        Deleg. Alvaro Obregon
                                        01900 Mexico, F.D.


                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197735

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
 This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                            DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                           THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________
                                                         N$ 1203.31

This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.





         (A seal that says:             (A seal that says:
United States of Mexico.                Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.         Reception Department
Notary Public. Notary Number 138.       Document Control.  Submittal.
Mexico, Federal District)               August 31
                                        Illegible hours)
                                        ---------

MEXICAN INSTITUTE OF                        (21) File Number
INDUSTRIAL PROPERTY                         242202

         (12)                               Folio of Entrance Number
Application for:                            68454

(X) Trademark Registration                  (22) Date and Hour of Submittal
( )  Collective Trademark
       Registration
( ) Commercial Notice
       Registration
( ) Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
----------------------------------------------------------------
(73) Attorney(s):                           R.G.P.
                                                  --------------
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street,
         number, colony and zip
         code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          (X) Nominative   ( ) Innominate
                                    ( ) Mixed        ( ) Three-dimensional

         AVANTE DE SALINAS Y ROCHA and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         May 20, 1988                  ( )  IT HAS NOT BEEN USED
------------------------------
         Month  day  year
--------------------------------------------------------------------------------
(51)     CLASS:

         (5)(6)  (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALES AND RETAIL SALES AND
         THE FREE SALE OF SERVICES AND/OR THE EXPLOITATION OF A COMMERCIAL
         ENTERPRISE.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in the way  Registration or Publication Data.
     it appears in the label is reserved.


AFFIXED IN THIS SPACE THE LABEL              The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN              publication have a ten-year term
(Only if we deal with Trademarks)            counted as of the date of its
                                             submittal  and  is  renewable  in
                                             terms  of  the applicable  legal
                                             provisions.

                                             BY AGREEMENT OF THE
                                             GENERAL DIRECTOR OF THE
                                             MEXICAN INSTITUTE OF
                                             INDUSTRIAL PROPERTY

                                             --------------------------
                                             The Trademark Director


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial     ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only If we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
    (Only if we deal with Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                              Month   day    year

(33)     COUNTRY OF ORIGIN:
                           --------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date
--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------



         (A seal that says:
Unite States of Mexico.                Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.                        MIIP
Notary Public.  Notary Number 138.     Periferico Sur #  3106
         Mexico, Federal District)     Col. Jardines del Pedregal
                                       Deleg. Alvaro Obregon
                                       01900 Mexico, F.D.


                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197735

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                             DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                            THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.


         (A seal that says:                 (A seal that says:
United States of Mexico.           Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.    Reception Department
Notary Public. Notary Number 138.  Document Control.  Submittal.
Mexico, Federal District)          August 31
                                   (Illegible) P.M.)
                                    -----------

MEXICAN INSTITUTE OF                (21) File Number
INDUSTRIAL PROPERTY                 242203

         (12)                       Folio of Entrance Number
Application for:                    68455

(X) Trademark Registration          (22) Date and Hour of Submittal
( )  Collective Trademark
         Registration
( )  Commercial Notice
         Registration
( )  Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):                           G.R.P. _____________________
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          (X) Nominative   ( ) Innominate
                                    ( ) Mixed        ( ) Three-dimensional

         AVANTI and design
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

                                    (X)  IT HAS NOT BEEN USED
------------------------------
  Month    day    year
--------------------------------------------------------------------------------
(51)     CLASS:

         (2)(5)             (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         DRESSES IN GENERAL, SHOES, HATS AND EVERYTHING RELATED
         TO CLASS 25.
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in    Registration or Publication Data.
     the way it appears in the label is
     reserved.



AFFIXED IN THIS SPACE THE LABEL          The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN          publication have a ten-year term
(Only if we deal with Trademarks)        counted as of the date of its
                                         submittal  and  is  renewable  in
                                         terms  of  the applicable  legal
                                         provisions.

                                         BY AGREEMENT OF THE
                                         GENERAL DIRECTOR OF THE
                                         MEXICAN INSTITUTE OF
                                         INDUSTRIAL PROPERTY

                                         --------------------------
                                         The Trademark Director



ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial  ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
(Only If we deal with trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                             Month   day    year

(33)     COUNTRY OF ORIGIN:
                           ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date
--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------

        (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.                    MIIP
Notary Public.  Notary Number 138.      Periferico Sur #  3106
         Mexico, Federal District)      Col. Jardines del Pedregal
                                        Deleg. Alvaro Obregon
                                        01900 Mexico, F.D.

                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197728

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                        DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                       THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                    GENERAL DIRECTION OF TECHNOLOGICAL
                                    DEVELOPMENT.

(A seal that says:
United States of Mexico                     TRADEMARK: 426619
Department of Commerce
and of Industrial Promotion)

                         TITLE OF TRADEMARK REGISTRATION

NAME:  SALINAS Y ROCHA, S.A.

NATIONALITY:  MEXICAN

DOMICILE:  SAN COSME 33, COL. STA. MARIA LA RIVERA
                  06400 MEXICO, F.D.                MEXICO

FACILITY:         SAN COSME 33, COL. STA. MARIA LA RIVERA
                  06400 MEXICO, F.D.                MEXICO

                         DATA OF TRADEMARK REGISTRATION
                         ------------------------------

REGISTRATION NUMBER: 426619

DISTINCTIVE SIGN: ENCANTOS DE ANTONIETA
                           (AND DESIGN)

CLASS:  25

PROTECTS:  DRESSES IN GENERAL, SHOES AND HATTERY.

                                APPLICATION DATA
                                ----------------

LEGAL DATE: JULY 3, 1992            ENCANTOS DE
                                    ANTONIETA
HOUR:  10:10
                                            (A seal that says:
FILE:  143905                               United States of Mexico.
                                            Department of Commerce and of
                  PRIORITY                  Industrial Promotion
                                            General Direction of Technological
COUNTRY:                                    Development

SERIES NUMBER:

DATE:

         This registration has and effectiveness of a ten-year term counted as
of the legal date and is renewable according to the applicable legal provisions.

                Mexico, F.D., November 27, 1992

                Agreed by the Department of Commerce and of Industrial Promotion

                The General Director of Technological Development

                Roberto Villarreal Gonda

UCR


<PAGE>


         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public. Notary Number 138.
Mexico, Federal District)


In the absence of the General Director based in Article 32 of the Internal
Regulation of the Department of Commerce and of Industrial Promotion, published
in the Federal Official Gazette on March 16, 1989. This document is signed by
the Director of Trademarks and of Contentious Matters of the same entity.

                                    (Illegible Signature)

                                    EFREN CADENA HERNANDEZ


<PAGE>


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                                   MEXICAN INSTITUTE OF
                                                   INDUSTRIAL PROPERTY


Based in Article 4, section j), last paragraph of the Agreement by which soome
faculties are delegated to Directors, Assistant Directors, Chiefs of Department
and other subordinates of the Mexican Institute of Industrial Property,
published in the Official Gazette dated December 5, 1994, the Chief of the File
Department of Trademarks ELENA PATRICIA RAMIREZ MENDOZA, CERTIFIES THAT:
this is a two (2) pages copy taken from its original and is inserted in:
TRADEMARK 426619 (FOUR HUNDRED AND TWENTY SIX THOUSAND SIX HUNDRED AND NINETEEN)
And is issued under the petition of JOSE ALFREDO ROMERO MORALES.

                                            (Illegible signature)

<PAGE>



                         Mexico, F.D., August 31, 1995.

         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

Director of the Mexican Institute of
Industrial Property                                            August 25, 1995.

P R E S E N T .

                                        (Illegible number)
                                        ------------------

                                        (A seal that says:
                                        Mexican Institute of Industrial Property
                                        Reception Department
                                        Document Control.  Submittal.
                                        August 28
                                        (Illegible) hours)
                                        -----------


         JOSE ALFREDO ROMERO MORALES, legal attorney of JOSE GUILLERMO POHLS
ANDRADE, who is the representative of the juridical person "SALINAS Y ROCHA",
S.A., designates as domicile to listen and to receive all kind of notices and of
documents, the one located in Avenida Presidente Masarik number 169, Colonia
Chapultepec Morales, Zip Code 11570, Delegacion Miguel Hidalgo of this City,
appears stating the following:

         By means of this letter, I apply for the issuance of a certified copy
of the trademark registration title contained in the file granted to the
trademark ENCANTOS DE ANTONIETA, trademark number 426619. Such trademark is in
effect as it is derived from its legal date: November 27, 1992.

         Thanking you in advance, I remain in contact.

                                    SINCERELY,

                                    (Illegible Signature)

                                    Jose Alfredo Romero Morales.





ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                    GENERAL DIRECTION OF TECHNOLOGICAL
                                    DEVELOPMENT.

(A seal that says:
United States of Mexico                     TRADEMARK: 417123
Department of Commerce
and of Industrial Promotion)

                         TITLE OF TRADEMARK REGISTRATION

NAME:  SALINAS Y ROCHA, S.A.

NATIONALITY:  MEXICAN

DOMICILE:  PRESIDENTE MASARIK 169, COL. BOSQUES DE CHAPULTEPEC,
                  11570 MEXICO, F.D.                     MEXICO

FACILITY:         SAN COSME 33, COL. STA. MARIA LA RIVERA
                  06400 MEXICO, F.D.                     MEXICO

                         DATA OF TRADEMARK REGISTRATION
                         ------------------------------

REGISTRATION NUMBER: 417123

DISTINCTIVE SIGN: SYRSOUND
                  (AND DESIGN)

CLASS:  09

PROTECTS:  T.V., MODULAR EQUIPMENT, SOUND EQUIPMENT, AND
           EVERYTHING RELATED TO CLASS 9.

                                APPLICATION DATA
                                ----------------

LEGAL DATE: NOV. 19, 1991
                                    SYRSOUND
HOUR:  11:35
                                            (A seal that says:
FILE:  127119                               United States of Mexico.
                                            Department of Commerce and of
                  PRIORITY                  Industrial Promotion
                                            General Direction of Technological
COUNTRY:                                    Development

SERIES NUMBER:

DATE:

         This registration has an effectiveness of a ten-year term counted as of
the legal date and is renewable according to the applicable legal provisions.

                Mexico, F.D., June 25, 1992

                Agreed by the Department of Commerce and of Industrial Promotion

                The General Director of Technological Development

                Roberto Villarreal Gonda


<PAGE>


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                                     MEXICAN INSTITUTE OF
                                                     INDUSTRIAL PROPERTY



Based in Article 4, section j), last paragraph of the Agreement by which soome
faculties are delegated to Directors, Assistant Directors, Chiefs of Department
and other subordinates of the Mexican Institute of Industrial Property,
published in the Official Gazette dated December 5, 1994, the Chief of the File
Department of Trademarks ELENA PATRICIA RAMIREZ MENDOZA, CERTIFIES THAT:
this is a two (2) pages copy taken from its original and is inserted in:
TRADEMARK 417123 (FOUR HUNDRED AND SEVENTEEN THOUSAND ONE HUNDRED AND TWENTY
THREE) And is issued under the petition of JOSE ALFREDO ROMERO MORALES.

                                            (Illegible signature)


Mexico, F.D., August 31, 1995.
 (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

Director of the Mexican Institute of
Industrial Property                                             August 25, 1995.

P R E S E N T .

                                       (Illegible number)
                                       ------------------

                                       (A seal that says:
                                       Mexican Institute of Industrial Property
                                       Reception Department
                                       Document Control.  Submittal.
                                       August 28
                                       (Illegible) hours)
                                       -----------


         JOSE ALFREDO ROMERO MORALES, legal attorney of JOSE GUILLERMO POHLS
ANDRADE, who is the representative of the juridical person "SALINAS Y ROCHA",
S.A., designates as domicile to listen and to receive all kind of notices and of
documents, the one located in Avenida Presidente Masarik number 169, Colonia
Chapultepec Morales, Zip Code 11570, Delegacion Miguel Hidalgo of this City,
appears stating the following:

         By means of this letter, I apply for the issuance of a certified copy
of the trademark registration title contained in the file granted to the
trademark SYRSOUND, trademark number 417123. Such trademark is in effect as it
is derived from its legal date: November 19, 1991.

         Thanking you in advance, I remain in contact.

                                    SINCERELY,

                                    (Illegible Signature)

                                    Jose Alfredo Romero Morales.





         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

                                    GENERAL DIRECTION OF TECHNOLOGICAL
                                    DEVELOPMENT.


<PAGE>


(A seal that says:
United States of Mexico                     TRADEMARK: 415685
Department of Commerce
and of Industrial Promotion)

                         TITLE OF TRADEMARK REGISTRATION

NAME:  SALINAS Y ROCHA, S.A.

NATIONALITY:  MEXICAN

DOMICILE:  PRESIDENTE MASARIK 169, COL. BOSQUES DE CHAPULTEPEC,
                  11570 MEXICO, F.D.                    MEXICO

FACILITY:         SAN COSME 33, COL. STA. MARIA LA RIVERA
                  06400 MEXICO, F.D.                    MEXICO

                         DATA OF TRADEMARK REGISTRATION
                         ------------------------------

REGISTRATION NUMBER: 415685

DISTINCTIVE SIGN: APPIK
                 (AND DESIGN)

CLASS: 25

PROTECTS:  DRESSES IN GENERAL, SHOES AND HATTERY AND
                  EVERYTHING RELATED TO SUCH CLASS.

                                APPLICATION DATA
                                ----------------

LEGAL DATE: FEB. 3, 1992            UNIQUE
                                    APPIK
HOUR:  10:10                        PERFORMANCE

                                    (A seal that says:
FILE:  131964                       United States of Mexico.
                                    Department of Commerce and of
                  PRIORITY          Industrial Promotion
                                    General Direction of Technological
COUNTRY:                            Development)

SERIES NUMBER:

DATE:

         This registration has and effectiveness of a ten-year term counted as
of the legal date and is renewable according to the applicable legal provisions.

              Mexico, F.D., June 8, 1992

              Agreed by the Department of Commerce and of Industrial Promotion

              The General Director of Technological Development

              Roberto Villarreal Gonda
<PAGE>


         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public. Notary Number 138.
Mexico, Federal District)




In the absence of the General Director based in Article 32 of the Internal
Regulation of the Department of Commerce and of Industrial Promotion, published
in the Federal Official Gazette on March 16, 1989. This document is signed by
the Director of Trademarks and of Contentious Matters of the same entity.

                                    (Illegible Signature)

                                    EFREN CADENA HERNANDEZ


<PAGE>


ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                                  MEXICAN INSTITUTE OF
                                                  INDUSTRIAL PROPERTY





Based in Article 4, section j), last paragraph of the Agreement by which soome
faculties are delegated to Directors, Assistant Directors, Chiefs of Department
and other subordinates of the Mexican Institute of Industrial Property,
published in the Official Gazette dated December 5, 1994, the Chief of the File
Department of Trademarks ELENA PATRICIA RAMIREZ MENDOZA, CERTIFIES THAT:
this is a two (2) pages copy taken from its original and is inserted in:
TRADEMARK 415685 (FOUR HUNDRED AND FIFTEEN THOUSAND SIX HUNDRED AND EIGHTY FIVE)
And is issued under the petition of JOSE ALFREDO ROMERO MORALES.

                               (Illegible signature)


                         Mexico, F.D., August 31, 1995.


<PAGE>


         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

Director of the Mexican Institute of
Industrial Property                                             August 25, 1995.

P R E S E N T .

                                      (Illegible number)
                                      ------------------

                                      (A seal that says:
                                      Mexican Institute of Industrial Property
                                      Reception Department
                                      Document Control.  Submittal.
                                      August 28
                                      (Illegible) hours)
                                      -----------


         JOSE ALFREDO ROMERO MORALES, legal attorney of JOSE GUILLERMO POHLS
ANDRADE, who is the representative of the juridical person "SALINAS Y ROCHA",
S.A., designates as domicile to listen and to receive all kind of notices and of
documents, the one located in Avenida Presidente Masarik number 169, Colonia
Chapultepec Morales, Zip Code 11570, Delegacion Miguel Hidalgo of this City,
appears stating the following:

         By means of this letter, I apply for the issuance of a certified copy
of the trademark registration title contained in the file granted to the
trademark ENCANTOS DE ANTONIETA, trademark number 415685. Such trademark is in
effect as it is derived from its legal date: February 3, 1992.

         Thanking you in advance, I remain in contact.

                                    SINCERELY,

                                    (Illegible Signature)

                                    Jose Alfredo Romero Morales.





ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                    GENERAL DIRECTION OF TECHNOLOGICAL
                                    DEVELOPMENT.

(A seal that says:
United States of Mexico                     TRADEMARK: 420807
Department of Commerce
and of Industrial Promotion)

                         TITLE OF TRADEMARK REGISTRATION

NAME:  SALINAS Y ROCHA, S.A.

NATIONALITY:  MEXICAN

DOMICILE:  PRESIDENTE MASARIK 169, COL. BOSQUES DE CHAPULTEPEC,
                  11570 MEXICO, F.D.                     MEXICO

FACILITY:         SAN COSME 33, COL. STA. MARIA LA RIVERA
                  06400 MEXICO, F.D.                     MEXICO

                         DATA OF TRADEMARK REGISTRATION
                         ------------------------------

REGISTRATION NUMBER: 420807

DISTINCTIVE SIGN: P&P
                 (AND DESIGN)

CLASS:  25

PROTECTS:  DRESSES IN GENERAL, SHOES AND HATTERY AND
           EVERYTHING RELATED TO THIS CLASS.

                                APPLICATION DATA
                                ----------------

LEGAL DATE: FEB. 3, 1992         CASUAL WEAR
                                 P&P
                                 Styled in Italy

HOUR:  10:12
                                 (A seal that says:
FILE:  131965                    United States of Mexico.
                                 Department of Commerce and of
                  PRIORITY       Industrial Promotion
                                 General Direction of Technological
COUNTRY:                         Development

SERIES NUMBER:

DATE:

         This registration has and effectiveness of a ten-year term counted as
of the legal date and is renewable according to the applicable legal provisions.

               Mexico, F.D., August 27, 1992

               Agreed by the Department of Commerce and of Industrial Promotion

               The General Director of Technological Development

               Roberto Villarreal Gonda


<PAGE>


         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public. Notary Number 138.
Mexico, Federal District)

In the absence of the General Director based in Article 32 of the Internal
Regulation of the Department of Commerce and of Industrial Promotion, published
in the Federal Official Gazette on March 16, 1989. This document is signed by
the Director of Trademarks and of Contentious Matters of the same entity.

                                    (Illegible Signature)

                                    EFREN CADENA HERNANDEZ




ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                                MEXICAN INSTITUTE OF
                                                INDUSTRIAL PROPERTY



Based in Article 4, section j), last paragraph of the Agreement by which soome
faculties are delegated to Directors, Assistant Directors, Chiefs of Department
and other subordinates of the Mexican Institute of Industrial Property,
published in the Official Gazette dated December 5, 1994, the Chief of the File
Department of Trademarks ELENA PATRICIA RAMIREZ MENDOZA, CERTIFIES THAT:
this is a two (2) pages copy taken from its  original  and is  inserted  in:
TRADEMARK  420807  (FOUR  HUNDRED AND TWENTY THOUSAND EIGHT HUNDRED AND SEVEN).

And is issued under the petition of JOSE ALFREDO ROMERO MORALES.

                                      (Illegible signature)



                         Mexico, F.D., August 31, 1995.

         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

Director of the Mexican Institute of
Industrial Property                                             August 25, 1995.

P R E S E N T .

                                       (Illegible number)
                                       ------------------

                                       (A seal that says:
                                       Mexican Institute of Industrial Property
                                       Reception Department
                                       Document Control.  Submittal.
                                       August 28
                                       (Illegible) hours)
                                       -----------


         JOSE ALFREDO ROMERO MORALES, legal attorney of JOSE GUILLERMO POHLS
ANDRADE, who is the representative of the juridical person "SALINAS Y ROCHA",
S.A., designates as domicile to listen and to receive all kind of notices and of
documents, the one located in Avenida Presidente Masarik number 169, Colonia
Chapultepec Morales, Zip Code 11570, Delegacion Miguel Hidalgo of this City,
appears stating the following:

         By means of this letter, I apply for the issuance of a certified copy
of the trademark registration title contained in the file granted to the
trademark P&P, trademark number 420807. Such trademark is in effect as it is
derived from its legal date: February 3, 1992.

         Thanking you in advance, I remain in contact.

                                    SINCERELY,

                                    (Illegible Signature)

                                    Jose Alfredo Romero Morales.





         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

                                    GENERAL DIRECTION OF TECHNOLOGICAL
                                    DEVELOPMENT.

A seal that says:
United States of Mexico                     TRADEMARK: 413574
Department of Commerce
and of Industrial Promotion

                         TITLE OF TRADEMARK REGISTRATION

NAME:  SALINAS Y ROCHA, S.A.

NATIONALITY:  MEXICAN

DOMICILE:  PRESIDENTE MASARIK 169, COL. BOSQUES DE CHAPULTEPEC
                  11570 MEXICO, F.D.                    MEXICO

FACILITY:         SAN COSME 33, COL. STA. MARIA LA RIVERA
                  06400 MEXICO, F.D.                    MEXICO

                         DATA OF TRADEMARK REGISTRATION
                         ------------------------------

REGISTRATION NUMBER: 413574

DISTINCTIVE SIGN: SYROC
                  (AND DESIGN)

CLASS:  11

PROTECTS:  ALL KIND OF COOLING FANS AND OF AIR CONDITIONING AND
           EVERYTHING RELATED TO CLASS 11.

                                APPLICATION DATA
                                ----------------

LEGAL DATE: DEC. 18, 1991
                                      SYROC
HOUR:  12:55
                                      (A seal that says:
FILE:  129509                         United States of Mexico.
                                      Department of Commerce and of
                  PRIORITY            Industrial Promotion
                                      General Direction of Technological
COUNTRY:                              Development

SERIES NUMBER:

DATE:

         This registration has and effectiveness of a ten-year term counted as
of the legal date and is renewable according to the applicable legal provisions.

                Mexico, F.D., May 15, 1992

                Agreed by the Department of Commerce and of Industrial Promotion

                The General Director of Technological Development

                Roberto Villarreal Gonda


         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public. Notary Number 138.
Mexico, Federal District)


In the absence of the General Director based in Article 32 of the Internal
Regulation of the Department of Commerce and of Industrial Promotion, published
in the Federal Official Gazette on March 16, 1989. This document is signed by
the Director of Trademarks and of Contentious Matters of the same entity.

                                    (Illegible Signature)

                                    EFREN CADENA HERNANDEZ



ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

                                               MEXICAN INSTITUTE OF
                                               INDUSTRIAL PROPERTY


Based in Article 4, section j), last paragraph of the Agreement by which soome
faculties are delegated to Directors, Assistant Directors, Chiefs of Department
and other subordinates of the Mexican Institute of Industrial Property,
published in the Official Gazette dated December 5, 1994, the Chief of the File
Department of Trademarks ELENA PATRICIA RAMIREZ MENDOZA, CERTIFIES THAT: this is
a two (2) pages copy taken from its original and is inserted in: TRADEMARK
413574 (FOUR HUNDRED AND THIRTEEN THOUSAND FIVE HUNDRED AND SEVENTY FOUR).

And is issued under the petition of JOSE ALFREDO ROMERO MORALES.

                              (Illegible signature)


                 Mexico, F.D., August 31, 1995.

         (A seal that says:
United States of Mexico.
Jose Antonio Manzanero Escutia.
Notary Public.  Notary Number 138.
Mexico, Federal District)

Director of the Mexican Institute of
Industrial Property                                             August 25, 1995.

P R E S E N T .

                                        (Illegible number)
                                        ------------------

                                        (A seal that says:
                                        Mexican Institute of Industrial Property
                                        Reception Department
                                        Document Control.  Submittal.
                                        August 28
                                        (Illegible) hours)
                                        -----------


         JOSE ALFREDO ROMERO MORALES, legal attorney of JOSE GUILLERMO POHLS
ANDRADE, who is the representative of the juridical person "SALINAS Y ROCHA",
S.A., designates as domicile to listen and to receive all kind of notices and of
documents, the one located in Avenida Presidente Masarik number 169, Colonia
Chapultepec Morales, Zip Code 11570, Delegacion Miguel Hidalgo of this City,
appears stating the following:

         By means of this letter, I apply for the issuance of a certified copy
of the trademark registration title contained in the file granted to the
trademark SYROC, trademark number 413574. Such trademark is in effect as it is
derived from its legal date: December 18, 1992.

         Thanking you in advance, I remain in contact.

                                    SINCERELY,

                                    (Illegible Signature)

                                    Jose Alfredo Romero Morales.





         (A seal that says:                      (A seal that says:
United States of Mexico.                Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.         Reception Department
Notary Public. Notary Number 138.       Document Control.  Submittal.
Mexico, Federal District)               August 31
                                        (Illegible) hours)
                                         ---------

MEXICAN INSTITUTE OF                    (21) File Number
INDUSTRIAL PROPERTY                     3942

         (12)                           Folio of Entrance Number
Application for:                        68450

( ) Trademark Registration             (22) Date and Hour of Submittal
( )  Collective Trademark
        Registration
( ) Commercial Notice
        Registration
(x) Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          ( ) Nominative  ( ) Innominate
                                    ( ) Mixed       ( ) Three-dimensional

         SIR GRUPO SYR
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         May 14, 1992                  ( )  IT HAS NOT BEEN USED
------------------------------
         Month, day, year

--------------------------------------------------------------------------------
(51)     CLASS:

         ( )( )             (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         HOLDER OF SHARES, PARTICIPATIONS AND INTERESTS IN OTHER JURIDICAL
         PERSONS; REAL STATE COMPANIES AND IN GENERAL, ALLTHE ACTIVITIES RELATED
         TO A MERCANTILE COMPANY.
----------------------------------------------------------------
(64) The use of a distinctive sign in    Registration or Publication Data.
     the way it appears in the label is
     reserved.



AFFIXED IN THIS SPACE THE LABEL             The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN             publication have a ten-year term
(Only if we deal with Trademarks)           counted as of the date of its
                                            submittal  and  is  renewable  in
                                            terms  of  the applicable  legal
                                            provisions.

                                            BY AGREEMENT OF THE
                                            GENERAL DIRECTOR OF THE
                                            MEXICAN INSTITUTE OF
                                            INDUSTRIAL PROPERTY

                                            --------------------------
                                            The Trademark Director



ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial            ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
----------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
----------------------------------------------------------------
         Town, state and country
----------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       (x) A geographical zone
                                    ( ) All the Republic
----------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


----------------------------------------------------------------
       (Only if we deal of Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                               Month   day    year

(33)     COUNTRY OF ORIGIN:
                           ---------------------
----------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
---------------------------
Place and Date
----------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------




         (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.         MIIP
Notary Public.  Notary Number 138.      Periferico Sur #  3106
         Mexico, Federal District)      Col. Jardines del Pedregal
                                        Deleg. Alvaro Obregon
                                        01900 Mexico, F.D.
        (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.                    MIIP
Notary Public.  Notary Number 138.      Periferico Sur #  3106
         Mexico, Federal District)      Col. Jardines del Pedregal
                                        Deleg. Alvaro Obregon
                                        01900 Mexico, F.D.

                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197726

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
----------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                        DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                       THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.


         (A seal that says:                 (A seal that says:
United States of Mexico.           Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.    Reception Department
Notary Public. Notary Number 138.  Document Control.  Submittal.
Mexico, Federal District)          August 31
                                   (Illegible) P.M.)
                                    -----------

MEXICAN INSTITUTE OF                (21) File Number
INDUSTRIAL PROPERTY                 68449

      (12)                          Folio of Entrance Number
Application for:                    3941

( ) Trademark Registration         (22) Date and Hour of Submittal
( )  Collective Trademark
         Registration
( )  Commercial Notice
         Registration
(x)  Publication of a Trade name

--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):
         Name(s):          JOSE ALFREDO ROMERO MORALES

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip code.

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          ( ) Nominative  ( ) Innominate
                                    ( ) Mixed       ( ) Three-dimensional

         SIR GRUPO SYR
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

         January 1st, 1950         ( )  IT HAS NOT BEEN USED
------------------------------
         Month, day, year
--------------------------------------------------------------------------------
(51)     CLASS:

         ( )( )             (67) Product(s) or Service(s)
         (Only if we deal with trademarks or trade names)

         Prevailing line of business:
         (Only if we deal with trade names)

         ADMINISTRATION AND COMMERCIALIZATION OF WHOLESALES AND RETAIL SALES AND
         IN GENERAL, FREE SALES OF HOUSE FURNITURE, ELECTRIC AND ELECTRONIC
         SETS.
----------------------------------------------------------------
(64) The use of a distinctive sign in     Registration or Publication Data.
     the way  it appears in the label is
     reserved.



AFFIXED IN THIS SPACE THE LABEL           The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN           publication have a ten-year term
(Only if we deal with Trademarks)         counted as of the date of its
                                          submittal  and  is  renewable  in
                                          terms  of  the applicable  legal
                                          provisions.

                                          BY AGREEMENT OF THE
                                          GENERAL DIRECTOR OF THE
                                          MEXICAN INSTITUTE OF
                                          INDUSTRIAL PROPERTY

                                          --------------------------
                                          The Trademark Director



ROBERTO NUNEZ Y BANDERA
NOTARY NUMBER 1, MEXICO, F.D.

(72) Location of the Facility:    ( ) Industrial    ( ) Commercial
                                  ( ) Services

         MIGUEL ANGEL # 99, COL. NONOALCO, ZIP CODE 03700
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:        ( ) A geographical zone
                                     (X) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
         (Only if we deal of Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL: 08         30        95
                            -----------------------
                              Month   day    year

(33)     COUNTRY OF ORIGIN:
                             ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., August 30, 95
Place and Date
--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------




         (A seal that says:
Unite States of Mexico.                 Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.                         MIIP
Notary Public.  Notary Number 138.       Periferico Sur #  3106
         Mexico, Federal District)       Col. Jardines del Pedregal
                                         Deleg. Alvaro Obregon
                                         01900 Mexico, F.D.

                              INCOMES FOR SERVICES
                                   UNIQUE FORM

                      This format is for free distribution

Folio Number               Application Number               Patent Number,
                                                    Registration or Publication:
197735

( ) Patent                ( )  Invention Certificate        ( ) Trade name

( )  Petit Patent         (X) Trademark                     ( ) Name of Origin

( ) Industrial Design     ( )  Commercial Notice            ( ) Other

(It is affixed here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)

--------------------------------------------------------------------------------
    CONCEPT                ARTICLE      TARIFF            AMOUNT
                            TARIFF    PARAGRAPH
--------------------------------------------------------------------------------
STUDY OF THE APPLICATION,
REGISTRATION AND ISSUANCE
OFA TRADEMARK CERTIFICATE
(ACCORDING TO TITLE FOURTH
OF THE LAW)                                                N$  1, 022.82


--------------------------------------------------------------------------------
50% Discount                   ( )       Total Tariff      N$  1,022.82
Micro and Small enterprise     ( )       Additions to      N$    180.49
Institutes of Investigation                       Tax
of the Public Sector           ( )       VAT               N$
Educational Institutions       ( )       Total
Independent Inventors          ( )       Payment           N$  1,203.31
--------------------------------------------------------------------------------
Printer, S.A. de C.V. Printer authorized in the Federal Official Gazette dated
07-10-95. F.R.T. PRI-941220-FF9. Phone: 582-15-00. The non-authorized
reproduction of this receipt constitutes a felony in terms of the established
tax provisions.
--------------------------------------------------------------------------------
Data of the Entitled person or      For the exclusive          Place
of  the Applicant                   use of  the MIIP

Name:  SALINAS Y ROCHA, S.A.
__________________________ Reception Date   _____________________
DOMICILE:  MIGUEL ANGEL #                      SECOFI Delegation
99, NONOALCO, ZIP CODE
03700.
__________________________          (A seal that says:
Street. Number. Colony and Zip       27-C-7 We receive 27-C-7
Code.                                For the Payment or Deposit of the
                                     Amount. Marked in the reversed side.
MEXICO, F.D.                                       44

__________________________         Branch office. (Illegible text)  Mexico, F.D.
Town/State                                         August 31, 1995
F.R. T.                                            According to articles
                                                  (Illegible text)
SRO-8002018-S5                                     of the General Law of Credit
                                                   Instruments .
__________________________                         and of Credit Operations
 (Illegible Signature)                             (Illegible text)
                                                   BANCO INVERLAT, S.A.
__________________________                         BANCA MULTIPLE
Signature of the Entitled Person                   27-C-7)
or Representative


                               Copy 2 of the User


--------------------------------------------------------------------------------
DEPOSIT IN A CHECK ACCOUNT-MULTITRAN-UNIQUE ACCOUNT
--------------------------------------------------------------------------------
- Date    -  Name of the Holder of the Account  -  Currency  -  Account
                                                                Number

Day/Month/Year
                           M.I.I.P.                      (X) Mexican Cy.
                                                    ( ) Dollars   814557-1
--------------------------------------------------------------------------------
- This account is managed in the Place     - Headquarters and Branch Offices Key

                                    Reference
--------------------------------------------------------------------------------
INVERLAT                                        DOCUMENTS OF OTHER BANKS OF
DOCUMENTS                                       THE PLACE

-   Check         - Amount
    Number                                  -  Bank  - Check Number  -  Amount

1.                                          1.  SERFIN     063292
2.                                          2.
3.                                          3.
4.                                          4.
5.                                          5.
Amount:  $______________                             Amount   $_________

                           Total Amount of Checks    $ ________________________
                                            Cash     $ ________________________


This receipt shall be valid when it is sealed and signed by the cashier. The
checks are received under reserve.
Deposits received for Multitran accounts are credited in the captured account
that is managed in the receiving place.



         (A seal that says:                 (A seal that says:
United States of Mexico.           Mexican Institute of Industrial Property
Jose Antonio Manzanero Escutia.    Reception Department
Notary Public. Notary Number 138.  Document Control.  Submittal.
Mexico, Federal District)          August 31
                                   (Illegible) P.M.)
                                    -----------

MEXICAN INSTITUTE OF                        (21) File Number
INDUSTRIAL PROPERTY                         4289

         (12)                               Folio of Entrance Number
Application for:                            40268

( ) Trademark Registration                 (22)  Date and Hour of Presentation
( ) Collective Trademark
       Registration
(X)  Commercial Notice
       Registration
(  )  Publication of a Trade name
--------------------------------------------------------------------------------
(71)     Applicant(s):
         Name(s):          SALINAS Y ROCHA, S.A.

         Nationality(ies): MEXICAN

         AV. PRESIDENTE MAZARIK # 169, COL. CHAPULTEPEC MORALES,
         ZIP CODE 11570, DELEG. MIGUEL HIDALGO, MEXICO, F.D.
--------------------------------------------------------------------------------
         Domicile of the First Applicant: street, number, colony
         and zip code

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
(73) Attorney(s):                     G.P.R.
                                             -------------------
         Name(s):          JOSE ALFREDO ROMERO MORALES
         AV. PRESIDENTE MAZARIK # 169, COL. CHAPULTEPEC MORALES,
         ZIP CODE 11570, DELEG. MIGUEL HIDALGO, MEXICO, F.D.
--------------------------------------------------------------------------------
         Domicile for notices in the Mexican territory: street, number,
         colony and zip Code.

         MEXICO, F.D.                    531-20-52
--------------------------------------------------------------------------------
         Town, state and country Telephone (54) DISTINCTIVE SIGN:
         Type of Trademark          ( ) Nominative  ( ) Innominate
                                    ( ) Mixed       ( ) Three-dimensional

         "LAS TANDAS DE SALINAS Y ROCHA"
--------------------------------------------------------------------------------
         DATE OF FIRST USE:

                                 (X)  IT HAS NOT BEEN USED
------------------------------
         Month, day, year
--------------------------------------------------------------------------------
(51)     CLASS:

         (3)(5)             (67) Product(s) or Service(s)
         (Only in case of trademark or trade name)

         Prevailing line of business:
         (Only if we deal with a trade name)

         PUBLICITARY CAMPAIGN
--------------------------------------------------------------------------------
(64) The use of a distinctive sign in    Registration or Publication Data.
     the way it appears in the label is
     reserved.



AFFIXED IN THIS SPACE THE LABEL          The effects of this registration or
OF THE APPLIED DISTINCTIVE SIGN          publication have a ten-year term
(Only if we deal with Trademarks)        counted as of the date of its
                                         submittal  and  is  renewable  in
                                         terms  of  the applicable  legal
                                         provisions.

                                         BY AGREEMENT OF THE
                                         GENERAL DIRECTOR OF THE
                                         MEXICAN INSTITUTE OF
                                         INDUSTRIAL PROPERTY

                                         --------------------------
                                         The Trademark Director




(72) Location of the Facility:    ( ) Industrial      ( ) Commercial
                                  (X) Services

         AV. PRESIDENTE MAZARIK # 169, COL. CHAPULTEPEC MORALES,
         ZIP CODE 11570, DELEG. MIGUEL HIDALGO, MEXICO, F.D.
--------------------------------------------------------------------------------
         Domicile (street, number, colony and zip code)

         MEXICO, F.D.
--------------------------------------------------------------------------------
         Town, state and country
--------------------------------------------------------------------------------
         (Only if we deal with Trade names)

         ITS USE COMPREHENDS:       ( ) A geographical zone
                                    ( ) All the Republic
--------------------------------------------------------------------------------
         (Only if we deal with Trademarks)

(58)     NON RESERVABLE LEYENDS AND FIGURES:


--------------------------------------------------------------------------------
(Only if we deal with Trademarks)

(30)     PRIORITY CLAIMED:          (31) NUMBER

(32)     DATE OF SUBMITTAL:
                            ---------------------
                             Month   day    year

(33)     COUNTRY OF ORIGIN:
                             ---------------------
--------------------------------------------------------------------------------

         (Illegible Signature)
JOSE ALFREDO ROMERO MORALES
Name and Signature of the Applicant or
of the Attorney

Mexico, F.D., May 31st, 95
Place and Date





--------------------------------------------------------------------------------

                        DOCUMENTS TO BE ATTACHED HEREIN:

( )  Receipt of payment of the corresponding tariff.

( )  7 black and white labels with the regulated measures
     (no greater than 10 x10 cm.; no lesser than
     4 x 4 cm.).  (Except nominative)

( )  7 colored labels with the regulated measures
     (no greater than 10 x 10 cm.; no lesser than 4 x 4 cm.).
     (Except nominative)

( )   7 photographic impressions or the picture with the regulated measures
      of the three-dimensional trademark in three grounds.

( )  Documents that credits the personality of the attorney (as the case may be)

( )  Regulations of use and license of the trademark and its rights transfer
     (only in case of a property trademark)

( )  A copy of the registration evidence in the General Registry of
     Powers of Attorney of the MIIP (as the case may be)

( )  Documents that credits the personality.
     The original document is found in file number ___________
    (in case of document comparison)

( ) Faith of facts in case of a trade name.
--------------------------------------------------------------------------------
                        INSTRUCTIONS TO FILL THIS FORM
                           -Original an three copies -

(12)  APPLICATION OF:      Put a cross in the square division in the application
                           you want to submit.

(71)  APPLICANT(S):        Write the name of the applicant(s)
      Name (s)             (either individuals or juridical persons) or the
      Nationality(ies)     owners.  If it is a collective trademark,
      Domicile of the      give the name of the association.
      First Applicant      Give the nationalities of the Applicants.
                           Give the street; external or internal
                           numbers, colony, zip code, town, state and country
                           related to the domicile of the first applicant.
                           If the applicant has no Attorney, this domicile shall
                           be used for notices.

(73) ATTORNEY(S):          If the transaction is done by means of an attorney,
                           give the corresponding
     Name (s)              name or names:
     G.R.P.                Give the number  with which the  attorney or
                           attorneys  are  registered  in the General
                           Registry of Powers of Attorney of the MIIP.
     Domicile to
     Receive notices:      Indicate a domicile in the Mexican
                           territory, where the MIIP shall give the
                           corresponding notices.

(54) DISTINCTIVE SIGN:     Write in this space the name of the trademark
     Date of First         (IF THE APPLICATION IS A TRADEMARK REGISTRATION).
     Registration          The phrase with which the corresponding
     It has not            products, services or facilities are
     been  Used            advertised or shall be advertised
                           (IF THE  APPLICATION REFERS TO A COMMERCIAL NOTICE).
                           Give in which the distinctive sign was first  used.
                           Put a cross in the square division if the distinctive
                           sign has not been used.

(51) CLASS:                Put in the square division, the class number that
                           corresponds to the products or  services  that  are
                           protected  or that  are  advertised  (consult  the
                           note or the International classification of the
                           products or of  the services)

(57) PRODUCT(S),
        SERVICE(S):        IF WE DEAL WITH A TRADEMARK OR A COLLECTIVE TRADEMARK
                           REGISTRATION, specify the products of the services
                           that are to be protected, in case the blank space is
                           insufficient, you should indicate them in an
                           Exhibit). IF WE DEAL WITH A COMMERCIAL NOTICE
                           APPLICATION, indicate the products, services or
                           facilities that shall be advertised with the
                           distinctive sign.
                           IF WE DEAL WITH THE PUBLICATION OF A TRADE NAME,
                           indicate the prevailing line of business of the
                           facility as referred to in the application.

(71)  LOCATION OF
      THE FACILITY:        Indicate in the square division the type of
                           facility that corresponds to this Application
      INDUSTRIAL           and indicate the domicile where the products are
      COMMERCIAL           manufactured or distributed, or if services are
      SERVICES             rendered with the trademark or collective
                           trademark that it is going to be registered.



ITS USE
COMPREHENDS:              Cross the corresponding square division of the
                          geographical zone to be protected with the
                          distinctive sign.
                          (ONLY IF WE DEAL WITH A TRADE NAME PUBLICATION).

(64)  THE USE OF THE
      TRADEMARK
      IN THE WAY
      CONTAINED IN
      THE LABEL IS        Indicate in the corresponding square division
       RESERVED.          if it is NOMINATIVE, when one or more words are to be
                          registered; INNOMINATE, if you  want to register a
                          figure, design or logo without
                          words; MIXED, if you want to register a combination of
      Nominative          word, figures or designs; THREE-DIMENSIONAL, when you
                          want to register the form of the product or of its
                          package, in three dimensions.
      Innominate

      Mixed

      Three-dimensional

(58)  NON RESERVABLE
      LEYENDS OR
      FIGURES:             In this section you shall indicate the words and/or
                           figures that according the Law of Industrial Property
                           are non reservables: for example, Hecho en Mexico,
                           Talla, Ingredientes, Contenido, Peso, Registro de
                           Salud, etc. (Made in Mexico, Size, Ingredients,
                           Content, Weight, Sanitary Register, etc.)

REQUIREMENTS
FOR THE SUBMITTAL
DATE:                      Application duly signed.  Filled with the applicant's
                           data, distinctive sign, products or services to which
                           the trademark is applied, receipt of  payment
                           of the corresponding tariffs and its labels.
--------------------------------------------------------------------------------



                                   UNIQUE FORM
         INCOMES FOR TRANSACTIONS, SERVICES AND ADMINISTRATIVE REVENUES

DATE OF PAYMENT            PLACE            Mexican Institute of
                                            Industrial Property
May 31st, 1995                              Mexico, D.F.
Month  day  year                            Town and State

Seal of the Bank                                        Type of Payment

                                            Normal (X)  Complementary ( )

INSTRUCTIONS:

1.  Please indicate the amounts in new pesos with cents.
1.  In the event of making two  payments  use the  immediate
    inferior  line of the  concept.  In the event of
    making three payments, use the line of Others.
2.  Indicate in the blank space what you are asking for.
4.  Partial payments are not accepted.  Verify the corresponding amounts.
5.  To the cashier, please verify the amounts.

(A seal that says: WE RECEIVE by means of the Compensation Chamber. Branch 44.
Ninos Heroes. Mexico, F.D., May 31st,1995. To be credited on the Account of the
Beneficiary. Article 30 of the General Law of Credit Instruments and of Credit
Operations. Multibanco Comermex, S.A. BANCA MULTIPLE. 16.2)


Folio Number: 01543271


(It is affixeded here the Federal Registry of Taxpayers ID, that contains:
SHCP.      Folio  D0536834
Department of Treasury and of Public Credit
Assistant Department of Incomes
Taxpayers ID
IMP931211NE1
------------
Fed. Reg. of Taxpayers ID
MEXICAN INSTITUTE OF INDUSTRIAL PROPERTY
----------------------------------------
NAME, CORPORATE NAME
         28/02/94
         SAJmC2GFN.)





<PAGE>

Key                   CONCEPT           ARTICLE         PARAGRAPH    AMOUNT
                                        TARIFF          TARIFF
A   GENERAL CONCEPTS

B   PATENTS

C   INVENTION CERTIFICATES

D   INDUSTRIAL DESIGNS
    AND PETIT PATENTS

E   SERVICES OF TECHNICAL
    INFORMATION

F   TRADEMARKS

G   NAMES OF ORIGIN

H   COMMERCIAL NOTICES
                                    Study of
                                     Application 60      I              87.27
                                     Issuance of the
I   TRADE NAMES                      Title  60          II              87.27

J   PROTECTION TO THE
    RIGHTS OF INDUSTRIAL
    PROPERTY

K   OTHERS ______________
           Specify                                                     174.54
    ______________________
    TOTAL TARIFFS                                                       26.16
    ADDITIONAL PAYMENT                                              N$ 200.72
    VAT
    TOTAL PAYMENT


--------------------------------------------------------------------------------

USERS DATA                                 REPRESENTATIVE DATA

SALINAS Y ROCHA, S.A. DE C.V.       ROMERO MORALES JOSE ALFREDO
-----------------------------       ---------------------------
Surnames and Name                   Surnames                  Name(s)




F.R. of T.                                           F.R. of T.

(Illegible)                                          (Illegible)
-----------                                          -----------

Number of:  PAT. (  )  MU  (  ) DI (  ) M (  )  NC  (  )  AC (  )
FILE: _______________________________________
REGISTRY: __________________________________

FOR THE EXCLUSIVE USE OF MIIP

                                                     (Illegible Signature)
                                                User or Representative Signature

Copy 2 - User



<PAGE>


                                                                            "F"
BBV
BANCO BILBAO VIZCAYA

March 10, 1999.

GRUPO ELEKTRA, S.A. DE C.V.
Avenida Insurgentes Sur # 3579
Col. Tlalpan La Joya
Zip Code 14000, Mexico, F.D.


                                            Ref.:  Trust F/55070-1 "SYR Group"


Regarding the Trust Agreement of reference, which we have the pleasure to
administrate in this Institution, by means of this document we certify that to
this date, the following shares are included in the trust estate:

ISSUER                     NUMBER OF SHARES          TITLE NUMBER

Grupo SYR, S.A.de C.V.       2,174,300                1, Series "B"

Grupo SYR, S.A. de C.V.      11,181,800               2, Series "B"

Grupo SYR, S.A. de C.V.       8,560,300               3, Series "B"

Grupo SYR, S.A. de C.V.       7,516,600               4, Series "B"

Such common shares have no par value, are totally subscribed and paid, we have
them in custody according to what it is set forth in the Trust Agreement.

Grupo SYR, S.A. de C.V.             45,392,691                        Series "B"

These shares are administered through a stock exchange intermediation agreement
executed with BBV Probursa, Casa de Bolsa, on behalf of BBV-M Div. Fid.
F/55070-1.

This evidence is issued in terms of what it is set forth in Antecedent I,
paragraph (a) of the Sales Purchase Agreement with Domain Reservation, to be
executed with you, as well as for all the legal effects.


                               S I N C E R E L Y,


(Illegible signature)                                (Illegible signature)
Raul Vazquez Alcantara                      Fausto Vega Jaramillo
Fiduciary Delegate                                   Fiduciary Delegate


                                   "At the right margin, there are two rubrics".


             BANCO BILBAO VIZCAYA - MEXICO, S.A. - Montes Urales 620
          Col. Lomas de Chapultepec - 11000 Mexico, F.D. Phone 201-2000


<PAGE>


                                                                            "G"

Antonio Franck Cabrera in my character of Secretary of the Board of Directors of
Grupo SyR, S.A. de C.V., by means of this document, I CERTIFY that on February
25, 1999, 94,392,691 shares representing 94.392691% of the capital stock of
Grupo SyR, S.A. de C.V. were duly registered in the Registry Book of
Shareholders of Grupo SyR, S.A. de C.V. under item Number 21, regarding their
affectation into trust Number F/55070-1 constituted with Banco Bilbao Vizcaya -
Mexico, S.A., Institucion de Banca Multiple, Division Fiduciaria, Grupo
Financiero BBV-Probursa.

                           Mexico, F.D., May 8, 1999.

                              (Illegible signature)
                             Antonio Franck Cabrera
                       Secretary of the Board of Directors



                                   "At the right margin, there are two rubrics".


<PAGE>


                                                                        "H one"
Banco Santander Mexicano

                                                                   March 8, 1999

Banca Serfin, S.A.
Institucion de Banca Multiple
Grupo Financiero Serfin

Bancomer, S.A.
Grupo Financiero Bancomer

Citibank Mexico, S.A.
Grupo Financiero Citibank


               Re:  Assignment of rights/Grupo SyR, S.A. de C.V.

Dear Sirs:

We refer to the sales purchase agreement with domain reservation (hereinafter
referred to as the "Sales Purchase Agreement") to be executed on March 10 of
this year regarding: (i) 94,392,691 (ninety four million three hundred and
ninety two thousand six hundred and ninety one) shares, representing 94.392691%
of the capital stock of Grupo SyR, S.A. de C.V. (hereinafter referred to as "SyR
Group"), and (ii) the rights of credit derived from the acknowledgement and
re-structure of indebtedness agreement on account of the subsidiary company of
SyR Group named Salinas y Rocha, S.A. de C.V. spread upon the record in deeds
number 41,172 and 41,173, dated August 19, 1997 granted before Roberto Nunez y
Bandera, Notary Public No. 1 of the Federal District (hereinafter referred to as
"Indebtedness I" and "Indebtedness II", respectively.

About the preferential right that the credit institution is entitled to as set
forth in paragraph (5) of clause Sixteenth regarding Indebtedness I and
Indebtedness II, this institution waives to such preferential right to acquire
the rights of credit that these credit institutions are entitled to under such
Indebtedness I and II. Consequently, by means of this document these
institutions are authorized and are completely free to transfer the rights of
credit they are entitled to, under Indebtedness I and Indebtedness II, to Grupo
Elektra, S.A. de C.V., in terms of the Sales Purchase Agreement.


We remain in contact.

Sincerely,

                         Banco Santander Mexicano, S.A.
                          Institucion de Banca Multiple
                       Grupo Financiero Santander Mexicano


----------------------------        ------------------------------
By:  Carlos Creel Cobian             By:  Luis Felipe Mariscal M.


                                   "At the right margin, there are two rubrics".

<PAGE>


Banco Santander Mexicano, S.A.


                                                                         "H two"
CITIBANK

                                                                  March 9, 1999

Banca Serfin, S.A.
Institucion de Banca Multiple
Grupo Financiero Serfin

Banco Santander Mexicano, S.A.
Institucion de Banca Multiple
Grupo Financiero Santander

Bancomer, S.A.
Grupo Financiero Bancomer


               Re:  Assignment of rights/Grupo SyR, S.A. de C.V.

Dear Sirs:

We refer to the sales purchase agreement with domain reservation (hereinafter
referred to as the "Sales Purchase Agreement") to be executed on March 10 of
this year regarding: (i) 94,392,691 (ninety four million three hundred and
ninety two thousand six hundred and ninety one) shares, representing 94.392691%
of the capital stock of Grupo SyR, S.A. de C.V. (hereinafter referred to as "SyR
Group"), and (ii) the rights of credit derived from the acknowledgement and
re-structure of indebtedness agreement on account of the subsidiary company of
SyR Group named Salinas y Rocha, S.A. de C.V. spread upon the record in deeds
number 41,172 and 41,173, dated August 19, 1997 granted before Roberto Nunez y
Bandera, Notary Public No. 1 of the Federal District (hereinafter referred to as
"Indebtedness I" and "Indebtedness II", respectively.

About the preferential right that the credit institution is entitled to as set
forth in paragraph (5) of clause Sixteenth regarding Indebtedness I and
Indebtedness II, this institution waives to such preferential right to acquire
the rights of credit that these credit institutions are entitled to under such
Indebtedness I and II. Consequently, by means of this document these
institutions are authorized and are completely free to transfer the rights of
credit they are entitled to, under Indebtedness I and Indebtedness II, to Grupo
Elektra, S.A. de C.V., in terms of the Sales Purchase Agreement.



We remain in contact.

Sincerely,

Citibank Mexico, S.A.
Grupo Financiero Citibank

   (Illegible signature)
----------------------------
By:  Mr. Luis Carlos Rivas Alvarez

"At the right margin, there are two rubrics".


<PAGE>


                                                                      "H three"
                                GRUPO FINANCIERO
                                     SERFIN

                                                                  March 8, 1999


BANCO SANTANDER MEXICANO, S.A.
Institucion de Banca Multiple,
Grupo Financiero Santander

CITIBANK MEXICO, S.A.
Grupo Financiero Citibank,

BANCOMER, S.A.
Institucion de Banca Multiple,
Grupo Financiero


               Re:  ASSIGNMENT OF RIGHTS/GRUPO SyR, S.A. de C.V.

Dear Sirs:


We refer to the sales purchase agreement with domain reservation (hereinafter
referred to as the "Sales Purchase Agreement") to be executed on March 10 of
this year regarding: (i) 94,392,691 (ninety four million three hundred and
ninety two thousand six hundred and ninety one) shares, representing 94.392691%
of the capital stock of Grupo SyR, S.A. de C.V. (hereinafter referred to as "SyR
Group"), and (ii) the rights of credit derived from the acknowledgement and
re-structure of indebtedness agreement on account of the subsidiary company of
SyR Group named Salinas y Rocha, S.A. de C.V. spread upon the record in deeds
number 41,172 and 41,173, dated August 19, 1997 granted before Roberto Nunez y
Bandera, Notary Public No. 1 of the Federal District (hereinafter referred to as
"Indebtedness I" and "Indebtedness II", respectively.

About the preferential right that the credit institution is entitled to as set
forth in paragraph (5) of clause Sixteenth regarding Indebtedness I and
Indebtedness II, this institution waives to such preferential right to acquire
the rights of credit that these credit institutions are entitled to under such
Indebtedness I and II. Consequently, by means of this document these
institutions are authorized and are completely free to transfer the rights of
credit they are entitled to, under Indebtedness I and Indebtedness II, to Grupo
Elektra, S.A. de C.V., in terms of the Sales Purchase Agreement.



We remain in contact.

                              S i n c e r e l y,
                               Banca Serfin, S.A.
                         Institucion de Banca Multiple,
                             Grupo Financiero Serin


                              (Illegible signature)
                           ------------------------------
                         By: ISABEL ALVAREZ DE LA TORRE
                             Assistant of the General Director of
                             the Bank of Recovery



                                   "At the right margin, there are two rubrics".

<PAGE>


                                                                       "H four"

March 8, 1999

BANCOMER, S.A.

Banca Serfin, S.A.
Institucion de Banca Multiple
Grupo Financiero Serfin

Banco Santander Mexicano, S.A.
Institucion de Banca Multiple
Grupo Financiero Santander

Citibank Mexico, S.A.
Grupo Financiero Citibank


                     Re:  Assignment of rights/Grupo SyR, S.A. de C.V.


Dear Sirs:

We refer to the sales purchase agreement with domain reservation (hereinafter
referred to as the "Sales Purchase Agreement") to be executed on March 10 of
this year regarding: (i) 94,392,691 (ninety four million three hundred and
ninety two thousand six hundred and ninety one) shares, representing 94.392691%
of the capital stock of Grupo SyR, S.A. de C.V. (hereinafter referred to as "SyR
Group"), and (ii) the rights of credit derived from the acknowledgement and
re-structure of indebtedness agreement on account of the subsidiary company of
SyR Group named Salinas y Rocha, S.A. de C.V. spread upon the record in deeds
number 41,172 and 41,173, dated August 19, 1997 granted before Roberto Nunez y
Bandera, Notary Public No. 1 of the Federal District (hereinafter referred to as
"Indebtedness I" and "Indebtedness II", respectively.

About the preferential right that the credit institution is entitled to as set
forth in paragraph (5) of clause Sixteenth regarding Indebtedness I and
Indebtedness II, this institution waives to such preferential right to acquire
the rights of credit that these credit institutions are entitled to under such
Indebtedness I and II. Consequently, by means of this document these
institutions are authorized and are completely free to transfer the rights of
credit they are entitled to, under Indebtedness I and Indebtedness II, to Grupo
Elektra, S.A. de C.V., in terms of the Sales Purchase Agreement.


We remain in contact.

                                   Sincerely,
                                 Bancomer, S.A.
                          Institucion de Banca Multiple
                            Grupo Financiero Citibank

                              (Illegible signature)
                            ----------------------------
                            By: Guillermo Chavez Eckstein


                                   "At the right margin, there are two rubrics".


<PAGE>

                                                                            "I"



                             [Intentionally omitted]


<PAGE>


                                                                            "J"

                                 Account Number



         011904455-8 BBV DIVFID in Banco Bilbao Vizcaya (Mexico), S.A.


                   (This space is left intentionally in blank)


<PAGE>


                                    (Rubrics)



                                                                            "K"

                         Limits to the General Director

In terms of what it is established in clause Twelfth, the General Director of
GSYR and of SYR shall have, regarding each one of such companies, the following
limits in the exercise of his duties, events in which he must obtain the prior
written approval of the Chairman of the Board of Directors of GSYR and SYR (the
"Chairman of the Board"), or in their absence, for at least two other proprietor
members of the Board of Directors of GSYR and of SYR, respectively. The
foregoing, in the understanding that such limits likewise operate regarding GSYR
and SYR in terms and under the conditions referred to in clause Twelfth:

1.   Transfer of any asset property of GSYR, SYR and/or any other of the
     subsidiary companies of GSYR, that has a value in books, individually or
     jointly, equal or superior of $100,000.00 (one hundred thousand pesos
     00/100 Mex. Cy.). The foregoing, without prejudice of what it is stated in
     the following paragraph 2.

2.   Discount, assign, transfer or negotiation of the collection rights
     contracted on behalf of GSYR, SYR and/or any of the subsidiary companies of
     GSYR (the "Portfolio"). In this event, the General Director is bound to
     obtain the prior written authorization of the Chairman of the Board of
     Directors in the terms herein established, which may be granted subject to
     the following conditions:

(a)  The transfer of the Portfolio must be carried out according to the value
     approved in writing by the Chairman of the Board.

(b)  In case of discrepancy between the value of the Portfolio determined by the
     Chairman of the Board and that in which such Portfolio is pretended to be
     transferred by the General Director, the difference that in its case exist
     between the values assigned to the Portfolio by the Chairman of the Board
     and the General Director must be priory contributed by the Purchaser, in
     cash and in the account of the bank deposit as referred to in the following
     paragraph (c).

(c)  In the event the Portfolio is transferred, SYR and/or the subsidiary of
     GSYR, must deposit in a credit institution, the product of such transfer in
     an account specially opened for such effects. Likewise, the Purchaser shall
     deposit prior to the corresponding transfer, the existing difference of the
     value in terms of paragraph (b) above.

In the deposit herein referred to, the only persons authorized to dispose,
withdraw or issue against the resources in it deposited are the General Director
and the Chairman of the Board, in a jointly manner, until the Purchaser pays
totally the Price of the Package (including, in its case, the payment for the
Increase of the Deferred Payment), situation that shall be registered expressly
in the deposit agreement that is executed for such effects. The General Director
and the Chairman of the Board may withdraw, jointly and during the time in which
the Price of the Package remains unpaid, the resources that are deposited in
such account, which may be destined exclusively to the SyR operation. The
foregoing, in the understanding that in the event in which the General Director
is removed from his office, the Chairman of the Board may dispose without the
consent of the General Director, prove that the deposit agreement executed for
such effects, in the intelligence that the funds shall be affected in the SyR
operation. Once the total amount of the Price of the Package is paid, the
General Director may dispose of the existing funds in the account referred to in
this paragraph, without restrictions.

(d)  The transfer of the Portfolio shall be carried without responsibility and
     without remedy against GSyR and of SyR, independently of the legal act by
     means of which its property is transferred.

(e)  The part that in its case acquires the rights of credit of the Portfolio
     must grant to SyR and/or to the subsidiary of GSyR, an irrevocable mandate
     so that any of them transact and carry out the collection of the Portfolio,
     in the understanding that such mandate may be terminated in the date in
     which the Purchaser pays the total amount of the Price of the Package and
     operates the transfer of property of the same on his behalf in terms of
     clause Eighth of the Sales Purchase Agreement.

3    Contracting and the assumption of any type of liabilities, either direct or
     contingent, on account of GSyR, SyR and/or any of the subsidiary companies
     of GSyR.

4    Granting of any type of guarantees, either real or personal over the assets
     property of GSyR, SyR and/or any of the subsidiary companies of GSyR.

5    Change of sales policies or of the policies regarding the granting of the
     credit on account of GSyR, SyR and/or any of the subsidiary companies of
     GSyR, in the understanding that the authorization herein referred to may
     not be denied by the Chairman of the Board if the policy to be implemented
     in this respect is consistent with such policy applied regularly by the
     Purchaser and/or any of the subsidiary companies or affiliates.

6    Contracting of the Auxiliary Officers, and/or liquidation of the personnel
     of first, second and third level of GSyR, SyR and/or of any of the
     subsidiary companies of GSyR. The foregoing, in the understanding that the
     General Director may carry out freely such contracting or liquidation,
     exclusively regarding the 40% (forty percent) of the personnel that in its
     case occupy such offices in the companies above referred, to the date of
     signature of this agreement, independently of the nature of the functions
     of the corresponding office, provided that, in the event of liquidation it
     does not exceed from the equivalent amount of the constitutional indemnity
     that may correspond to them in terms of the Federal Labor Law.
     Notwithstanding the foregoing, the General Director in no event may carry
     out, without the prior written consent of the Chairman of the Board, the
     dismissal, liquidation or any other way of termination of the labor
     relation with the Director of Administration and of Financing of GSyR and
     of SyR, Mr. Tomas Valladares, as well as the Credit and Collection
     Director, Mr. Luis Rendon.

In virtue of the foregoing, it is established without prejudice of the
responsibility of the Sellers regarding the labor contingencies that in a
limited manner is referred to in clause Sixteenth of the Sales Purchase
Agreement.

7    To carry out any determined operation, different from the once referred to
     in paragraphs 1 to 6 above, for a higher amount, either individually or
     jointly, to $1,000,000.00 (one million pesos 00/100 Mex. Cy.) or in its
     case, to subscribe, issue, accept or aval, under any concept, credit
     instruments, including in an enunciative manner, checks, for an equal or
     superior amount, either individually or jointly, to the amount above
     referred to.

8    To carry out the changes in the tax policy followed to this date by GSyR,
     SyR and/or any of the subsidiary companies.


<PAGE>


                                    (Rubrics)



                                                                            "L"

Nominal Wages of the General Director and Auxiliary Officers

1.   The General Director shall perceive the amount of $5,000.00 (five thousand
     pesos 00/100 Mexican Cy.) as nominal wage for the rendering of services as
     referred to in clause Twelfth of the Sales Purchase Agreement, same that
     shall be payable in the terms and for the term set forth in the labor
     agreement for determined time form that is attached herein to this Exhibit
     as Appendix 9.1, which shall be executed in this date between GSyR and SyR
     and the General Director, respectively, in the terms set forth in the cited
     clause Twelfth.

2.   Each one of the Auxiliary Officers shall perceive the amount of $2,500.00
     (Two thousand five hundred pesos 00/100 Mexican Cy.) as nominal wage for
     the rendering of services referred to in clause Twelfth of the Sales
     Purchase Agreement, same that shall be payable according to the term set
     forth in the labor agreement for determined time form executed in this date
     between GSyR and SyR and each one of the Auxiliary Officers, respectively,
     in the terms set forth in the cited clause Twelfth.


<PAGE>


                                                                            "M"


            List of the offices designated as substitute arbitrators

1.       Castillo Miranda y Cia., S.C.

2.       Del Barrio y Asociados, S.C.

3.       BDO-Hernandez, Lozano, Marron y Cia., S.C.



                  (This space was left intentionally in blank)


<PAGE>


                                    (Rubrics)


                                                                            "N"

In terms of what it is set forth in clause Twelfth, the General Director of GSyR
and of SyR shall have, regarding each one of the companies, the following limits
in the exercise of its function, cases in which he must obtain the prior written
approval of the President of the Board of Directors of GSyR and SyR (the
"President of the Board"), or in its absence, of for at least two of the
proprietary members of the Board of Directors of GSyR and SyR, respectively. The
above, in the understanding that such limits also operate regarding GSyR and SyR
in the terms and under the conditions referred to in clause Twelfth:

1.   Transfer of any property asset of GSyR, SyR and/or any of the subsidiary
     companies of GSyR, that has a book value, either individually or
     collectively, equal or superior to $ 100,000.00 (one hundred pesos 00/100
     Mex. Cy.). The above, without prejudice in what it is set forth in the
     following paragraph 2.

2.   Discount, assignment, transfer or negotiation of the collection rights
     incurred on behalf of GSyR, SyR and/or any of the subsidiary companies of
     GSyR (the "Portfolio"). In this case, the General Director is bound to
     obtain the prior the written authorization of the President of the Board as
     herein determined, which may be granted subject to the following
     conditions:

(a)  The transfer of the Portfolio shall be carried according to the value
     approved in writing by the President of the Board.

(b)  In the event of discrepancy between the value of the Portfolio determined
     by the President of the Board and the value in which the General Director
     pretends to transfer it, the Purchaser will contribute with the existing
     difference of the values assigned to the Portfolio by the President of the
     Board and the General Director in cash and in the deposit bank account
     referred to in the following paragraph (c).

(c)  In the event the Portfolio is transferred, SyR and/or the subsidiary of
     GSyR as the case may be must deposit in a credit institution, the product
     of the transfer of the Portfolio, in a special account opened for such
     effects. Likewise, the Purchaser will deposit priory to such transfer the
     difference of the existing value established in paragraph (b) above.

In the deposit herein referred to the only persons authorized to dispose,
withdraw or issue against the deposited resources are the General Director and
the President of the Board, jointly, until the Purchaser totally pays the Price
of the Package (including, as the case may be, the payment of the increase for
the Deferred Payment), situation that shall be expressly registered in the
deposit agreement that is executed for such effects. The General Director and
the President of the Board may jointly withdraw, during the time in which the
Price of the Package remains unpaid, the resources that are deposited in such
account, which may be destined exclusively to the SyR operation. The above, in
the understanding that for the case in which the General Director is removed of
its duties, the President of the Board may dispose without the consent of the
General Director, of the existing funds in the corresponding account, which may
be spread upon the record in the deposit agreement executed for such effects, in
the intelligence that the resources disposed of shall affect in all cases the
SyR operation. Once the total amount of the Price of the Package is paid, the
General Director may dispose of the existing resources in the account referred
to in this paragraph, without restrictions.

(d)  The transfer of the Portfolio shall be carried out without responsibility
     and without resources against GSyR and SyR, independently of the legal act
     by means of which the property is transferred.

(e)  The party acquiring the rights of credit derived from the Portfolio must
     grant SyR and/or the subsidiary of GSyR, an irrevocable mandate so that any
     of them execute and carry out the collection of the Portfolio, in the
     understanding that such mandate may be terminated in the date that the
     Purchaser pays the total Price of the Package and operates the transfer of
     the property as set forth in clause Eighth of the Sales Purchase Agreement.

3    The contracting and assumption of any type of liabilities, either direct or
     contingent, on account of GSyR, SyR, any of the subsidiary companies and/or
     any third party.

4    Granting of any type of guarantees, either real or personal over the assets
     property of GSyR, SyR and/or any of the subsidiary companies of GSyR.

5    Change of the sale policies or any policy related to the granting of credit
     by GSyR, SyR and/or any of the subsidiary companies of GSyR, in the
     understanding that the authorization so referred may not be denied by the
     President of the Board if the policy to be implemented is consistent with
     that policy regularly applied by the Purchaser and/or any of the subsidiary
     companies or affiliates.

6    Hiring of the Auxiliary Officers, and/or liquidation of the personnel of
     first, second and third level of GSyR, SyR and/or any of the subsidiary
     companies of GSyR. The above, in the understanding that the General
     Director in order to freely carry out such hiring and liquidation,
     exclusively regarding a 40% (forty percent) of the personnel that in its
     case occupies such duties in the companies referred to above, to the date
     of signature of this agreement, independently of the nature or functions of
     the charge, provided that, in the liquidation this does not exceed of the
     equivalent amount of the constitutional indemnification that may correspond
     in terms of the Federal Labor Law. Notwithstanding the General Director in
     any case may carry out, without the prior written consent of the President
     of the Board, the discharge, liquidation or any other way to terminate the
     labor relation with the Director of Administration and of Finance of GSyR
     and of SyR Mr. Tomas Valladares, as well as the Director of Credit and
     Collections, Mr. Luis Rendon.

What it is disposed in this paragraph is established without prejudice of the
responsibility of the Sellers regarding the labor contingencies that in a
limited manner is referred to in clause Sixteenth of the Sales Purchase
agreement.

7    To carry out any operation, different from the ones referred to in numbers
     1 through 6 above, by a higher amount, either individually or jointly, to
     $1,000,000.00 (one million pesos 00/100 Mex. Cy.) or in the case of
     subscribing, issuing, accepting or aval, under any concept, credit
     instruments, including in an enunciative way of checks, for an equal or
     superior amount, either individually or jointly, to the amount above
     referred.

8    To carry changes in the tax policy followed to this date by GSyR, SyR
     and/or any of the subsidiary companies.


<PAGE>


                                                                            "N"

                          List of GSYR and SYR officers

I. General Director

Name:                      William E. Patterson
Date of hiring:            March 1st, 1996

II. Auxiliary Officers

1.  Name:                  Tomas Valladares Maldonado
Charge:                    Director of Administration and of Finance
Date of hiring:            April 16, 1996

2.  Name:                  Jesus Matus Tome
Charge:                    Director of Systems
Date of hiring:            October 1st, 1995

3.  Name:                  Arturo Gonzalez Schamal
Charge:                    Director of Human Resources
Date of hiring:            January 1st, 1998

4.  Name:                  Luis Rendon Barrera
Charge:                    Director of Credit and of Collections
Date of hiring:            August 1st, 1997

III. Services of Global Consulting Services, Inc.


<PAGE>


                                    (Rubrics)


                                                                            "O"

Formula for the tax and accounting value adjustment of the Price of the Package


In the event that the Price of the Package suffers an adjustment in terms and
under the concepts referred to in clause Thirteenth, or as the case may be,
clause Sixteenth of the Sales Purchase Agreement, the tax and accounting value
of the Rights of Credit and of the Shares set forth in paragraphs (a) and (b) of
clause Twenty Second of the same Sales Purchase Agreement shall adjust in a
proportional manner, taking into account the original values determined in the
paragraphs stated above.


<PAGE>


                                                                            "G"

                                    (Rubrics)



                                 A seal that says:
                             United States of Mexico

               DEPARTMENT OF COMMERCE AND OF INDUSTRIAL PROMOTION

                    NATIONAL REGISTRY OF FOREIGN INVESTMENTS

                           CERTIFICATE OF REGISTRATION

Because you have complied with the requirements established in the regulation of
the National Registry of Foreign Investments, it is spread upon the record, that

                      GRUPO EMPRESARIAL FENIX, S.A. DE C.V.

has been registered with certificate No. 10469 of Section SECOND of this
registry, effective as of January 16th, 1991.

                          Mexico, F.D., April 19, 1991.

                           Sincerely,

                           Effective Sufrage.  Non Reelection.
                           The Director.

                           (Illegible signature)

                           SALVADOR LAZCANO XOXOTLA

         * Regulation of the Law to Promote the Mexican Investments and to
         Regulate Foreign Investments, published in the Federal Official Gazette
         on May 16, 1989.



AMVD/MALP/jigm
(Rubric)
820 - 001

<PAGE>


                                                                             "R"


FAUSTO RICO ALVAREZ, entitled to notary six of the Federal District, CERTIFIES:
That Messrs: FAUSTO VEGA JARAMILLO and RAUL VAZQUEZ ALCANTARA, credited myself
their character as fiduciary delegates of "BANCO BILBAO VIZCAYA-MEXICO",
SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA,
in the following manner:

A.- As referred to Fausto Vega Jaramillo, with a certificate copy of the first
testimony of deed number sixty thousand five hundred and forty two, dated May
eleven, nineteen ninety eight, before Mr. Carlos de Pablo Serna, entitled to
notary number one hundred and thirty seven of the Federal District.

And of such deed I copy literally the following part:

"... spread upon the record the DESIGNATION OF THE FIDUCIARY DELETATES OF "BANCO
BILBAO VISCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO
FINANCIERO BBV-PROBURSA, under the application of LUIS ROBLES MIAJA, delegate of
the board of administration, as follows:

                                  C L A U S E.

The shareholders bound themselves with the Ministry of Foreign Relations to
consider as nationals regarding the shares of the corporation they acquire or
they are entitled to, as well as the assets, rights, authorizations,
participation or interests of the corporation, and of the rights and obligations
derived from the agreements in which it is part of the company with Mexican
authorities and not to invoke the protection of their governments, under the
penalty, on the contrary, in loosing the benefits of their corporate
participation on behalf of the Mexican Nation ...ADMINISTRATION.- ARTICLE TWENTY
FOURTH.- ORGANS OF ADMINISTRATION.- The direction and administration of the
corporation shall be conferred to a Board of Directors and a General Director,
in their respective faculties of competence. The corresponding designations
shall adjust to what it is disposed of in articles 23, 24, 45-K and 45-L of the
Law of Credit Institution.- The board of Directors shall be composed, upon the
election of the shares of the institution, by the number of members freely
determined, in no case the number of members may be inferior of five. The above,
provided that Series "F" represents a 99% of the capital stock or the same leave
being the property of the same controlling company, the Board of Directors of
the Corporation shall be composed by eleven members or its multiples. In the
event the Board is composed with eleven members, Series "B" shareholders shall
designate six members, and for each ten percent of the shares of this Series
exceeding from the fifty percent of the capital stock already paid in, they
shall have the right to designate one more member. Series "B" shareholders as
the case may be, shall designate the remnant members.- The designation of the
members must be done in the Special Meeting for each Series of shares. Each
Special Meeting may designate the alternate members up to an equal number to the
designated proprietors, the Special Meeting shall determine the way in which
they substitute them, respecting in every case in which them substitute others,
by the Law of Credit Institutions. En each session an alternate member may also
represent a proprietor. The shareholders of each one of the Series representing
for at leas a ten percent of the capital stock paid in by the institution, shall
have the right to designate a member of the Series that may correspond to them.
Only shall be revoked the designation of the minority members, once the majority
members are also revoked. Once the designation of the minority members are
elected, the other members of the Board shall be designated by the shareholders
of each Series, in the terms of the By-laws, without counting the corresponding
votes to the minority shareholders that have made the designation or
designations mentioned.- In the event, that the Board is composed by multiples
of eleven or counts with more than six Series "F" members, for what is set forth
in the above paragraph and in fraction II of article 23 of the Law of Credit
Institutions. The corresponding proportions shall be kept according to the
provisions contained in article 45-K of the mentioned Law.- ARTICLE TWENTY
FIFTH. PRESIDENCY AND SECRETARY.- The Series "B" shareholders shall annually
elect by majority of votes of the Series "F" shares represented in the Meeting,
a President and may elect one or two vice-presidents. The President of the Board
must elect the Series "F" Proprietor Members. The Board of Administration shall
name a Secretary, which may be member or not, as well as an Assistant Secretary
that help the Secretary in his absence.- ARTICLE TWENTY SIXTH.- MEETINGS.- The
Board of Directors shall hold with the periodicity they determine, prior the
corresponding call that the Secretary or the Assistant Secretary, in agreement
with the President, or the persons acting as President, or the Examiner, if it
shall proceed, issue by any mean, with the anticipation of two natural days, to
the last domicile that the Members and Examiners have registered in the
Corporation. The meetings of the Board shall remain legally convened with the
assistance of the majority of its members, whose majority must reside in the
mexican territory and the resolutions shall be taken by the approbatory vote of
the majority of the persons attending the meeting. In case of , the person
presiding the meeting shall have the decisive vote.- ARTICLE TWENTY SEVENTH.-
FACULTIES.- The Board of Directors shall have the faculties that the laws and
the by-laws assign to such organ, in an enunciative nor limited manner it may:
I. Represent the company before the administrative and judicial authorities,
either municipal, state or federal, as well as the labor authorities or before
arbitrator or arbitrators, with a general power of attorney for lawsuits and
collections, with the ample general powers of attorney as referred to in
articles 2554 of the Civil Code for the Federal District, and with the special
powers as required according to fractions III, IV, VI, VII and VIII of article
2587 of such law, as example it may: A) Promote amparo suits and to desist from
them; B) To present and ratify denounces and criminal suits; to satisfy the
requirements of the latter and to desist from them; C) To help the Federal and
Local Prosecutor; D) To grant a dismiss in the criminal procedures; E) To answer
questionnaires in any suit, including labor suits, in the understanding,
however, that the faculty to absolve them may only be exercised by an individual
designated by the Board of Directors, in terms of fraction VIII of this article,
any other officers or attorneys of the Corporation; and F) To appear before any
kind of labor authorities, either administrative or jurisdictional, local or
federal. Act within the process procedures or the corresponding para process
procedures, since the stage of conciliation until the labor execution; and
execute any kind of agreements, in the terms of articles 11, 787 and 876 of the
Federal Labor Law; II. Administrate the businesses and social assets with the
most ample power of attorney for acts of administration, in terms of article
2554, second paragraph, of such Civil Code; III.- Issue, subscribe, grant,
accept or endorse the credit instruments in terms of article 9 of the General
Law of Credit Instruments and of Credit Operations; IV.- To exercise acts of
dominion regarding the assets of the corporation or its real or personal rights,
in terms of paragraph third of article 2554 of the mentioned Civil Code and with
the special faculties set forth in fractions I, II and V of article 2587 of such
Law; V.- To establish regulations about the structure, organization,
composition, functions and faculties of: (i) Committees composed by members of
the Board of Directors; (ii) regional boards integrated by persons that are not
employees of the corporation, except for the President of the Corporation; and
(iii) internal committees composed by officers or external counselors of the
Corporation; designate its members and fix their remuneration; VI.- In terms of
article 145 of the General Law of Commercial Companies, designate and remove the
General Director and the principal officers, regarding what it is set forth in
articles 24, and 45-L of the Law of Credit Institutions; to the fiduciary
delegates; to the external auditor of the corporation; to the Secretary and
Assistant Secretary of the same Board, to fix them faculties and obligations;
and to determine their remunerations; VII.- To grant convenient powers of
attorney to the indicated officers in the above fraction, or any other persons,
and to revoke the ones granted, regarding what it is set forth in the applicable
Laws, to delegate their faculties in the General Director or any of them in one
or more members, or in the attorneys so designated, to be exercise in the
business or businesses, an in the terms and conditions established by the Board
of Directors; VIII.- To delegate on behalf of the person or persons that they
deem convenient, the legal representation of the Corporation, to grant them the
use of the corporate signature and confer them the general power of attorney for
lawsuits and collections as referred to in paragraph first of article 2554 of
the Civil Code with those special faculties that require express mention
according to fractions III, IV, VI, VII and VIII of article 2587 of such law,
and as example the following: a) May act as legal representatives of the
corporation in any proceeding or process, either administrative, labor, judicial
or quasi judicial, and, with such character, to make all kind of instances and
to answer or absolve positions on behalf of the corporation; to concur in a
conciliatory period, before the Boards of Conciliation and Arbitration; to
intervene in the corresponding transactions and to execute all kind of covenants
with the workers; b) to carry out all other legal acts as referred to in
fraction I of this article; c) To substitute the powers of attorney and the
faculties of them, without renouncing to his own faculties, to grant and revoke
mandates, and; IX.- In general to carry out the acts and operations that are
necessary or convenient to obtain its social purposes, except for the ones
reserved by law or by these by-laws to the Meeting. The references of this
article to the articles of the Civil Code for the Federal District, are extended
to the corresponding articles of the Civil Codes of the states in which the
mandate is exercised.- ARTICLE TWENTY EIGHTH.- REMUNERATION.- The members of the
Board of Directors shall perceive as remuneration, the amount determined by the
General Ordinary Shareholders Meeting. The corresponding decisions shall remain
in effect meanwhile they are not modified by the same General Ordinary Meeting.

 ... TWENTY SECOND.- CHANGE OF NAME AND AMENDMENT.- With deed granted before me,
number fifty five thousand four hundred and eighty six, of May thirty first,
nineteen ninety six, registered in mercantile folio number sixty three thousand
three hundred, by means of which the name of the institution was changed to
"BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBV-PROBURSA, and were reformed as consequence its by-laws.
 ...TWENTY EIGHTH.- DESIGNATION OF THE BOARD OF DIRECTORS.- With deed granted
also before me, number fifty eight thousand four hundred and eighty four, dated
June twenty four, nineteen ninety seven, registered in folio mercantile number
sixty three thousand three hundred, I copy: "...CLAUSES.- FIRST.-

DESIGNATION.- It is formalized the designation of FAUSTO VEGA JARAMILLO, JOSE
ALBERTO GARCIA NAVA AND ROBERTO ENRIQUE LARA OLIVARES as fiduciary delegates,
type "A", and JOSE FRANCISCO MARQUEZ GARCIA, LUIS MARIO FIGUEROA PRADO, SALVADOR
DIAZ GODOY, ALBERTO NAVES RAMOS as fiduciary delegates, type "B", of "BANCO
BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO
FINANCIERO BBV-PROBURSA, in the terms and with the faculties set forth in the
board of directors meeting that hereinafter is inserted.

PERSONALITY.- The appearing credits the personality of his principal and in
representation, as follows:

 ... NINETEENTH.- CONVERSION, MODIFICATION TO THE CAPITAL AND TOTAL MODIFICATION
OF THE BY-LAWS.- With deed granted also before me, number fifty three thousand
one hundred and eighty nine, dated June thirty, nineteen ninety five, registered
in mercantile folio number sixty three thousand three hundred of the Public
Registry of Property and of Commerce in this city, for what it is converted the
referred company in the Institucion de Banca Multiple Filial, has increased and
was reduced its capital stock to remain into the amount one thousand six hundred
and thirty nine million one hundred and sixty six thousand seven hundred and
sixty new pesos, Mexican currency, and were totally reformed its by-laws to
remain in the terms of such deed and I copy the following: "... NAME, PURPOSE,
DURATION, DOMICILE AND NATIONALITY.- ARTICLE FIRST.- NAME.- The company shall be
named MULTIBANCO MERCANTIL PROBURSA. This name shall be followed by the words
SOCIEDAD ANONIMA or its abbreviation S.A., Institucion de Banca Multiple Filial
in the terms of Chapter III of Title Second of the Law of Credit Institutions
and its Regulations for the Establishments of Offices of Financial Institutions
from Abroad. All the terms defined by such regulations shall have in these
by-laws the same significance.- ARTICLE SECOND.- CORPORATE PURPOSE.- The company
shall have as purpose the rendering of banking and credit services in the terms
of the Law of Credit Institutions, and, as consequence, may carry out the
operations and render the banking services as referred to in article 46 of such
law, in all its modalities, according with article 106 of the Law of Credit
Institutions and other legal and administrative provisions and according to good
practices and of banking and commercial uses, unless the Treaties or
International Agreements of which the United States of Mexico is part,
establishes any restriction.- ARTICLE THIRD.- DEVELOPMENT OF THE PURPOSE.- To
comply with its social purpose, the Company shall: I.- Acquire, transfer,
possess, take in lease, usufruct and, in general, use and administrate, under
any title, all kind of rights and personal assets and real assets as may be
necessary or convenient for the realization of its purpose and to the
fulfillment of its purposes and; II.- To issue subordinate obligations but only
in the hypothesis that such obligations are issued to be acquired by the
Financial Institution from Abroad, direct or indirect property of the shares
representing the capital stock of the company, in the terms of the Law of Credit
Institutions; III.- To carry out any other activity according to the Law of
Credit Institutions and other provisions of the Ministry of Treasury and of
Public Credit, the Bank of Mexico and other competent authorities, as well as
the ones issued from the Treaties and International Agreements in which the
United States of Mexico is a part; IV.- To carry out all the necessary or
convenient legal acts for the fulfillment of their activities and the
performance of its purposes. ARTICLE FOURTH.- DURATION.- The duration of the
corporation shall be indefinite. ARTICLE FIVE.- DOMICILE.- The domicile of the
corporation shall be the City of Mexico, Federal District and may establish
branches, agencies and offices in other places in the Republic of Mexico, or
agree in conventional domiciles without that considered to change is corporate
domicile. The corporation may not establish branches or subsidiaries outside the
national territory. ARTICLE SIXTH.- NATIONALITY.- La corporation is Mexican. The
shareholders bound themselves with the Ministry of Foreign Relations to consider
as nationals regarding the shares of the corporation they acquire or they are
entitled to, as well as the assets, rights, authorizations, participation or
interests of the corporation, and of the rights and obligations derived from the
agreements in which it is part of the company with Mexican authorities and not
to invoke the protection of their governments, under the penalty, on the
contrary, in loosing the benefits of their corporate participation on behalf of
the Mexican Nation ...ADMINISTRATION.- ARTICLE TWENTY FOURTH.- ORGANS OF
ADMINISTRATION.- The direction and administration of the corporation shall be
conferred to a Board of Directors and a General Director, in their respective
faculties of competence. The corresponding designations shall adjust to what it
is disposed of in articles 23, 24, 45-K and 45-L of the Law of Credit
Institution.- The board of Directors shall be composed, upon the election of the
shares of the institution, by the number of members freely determined, in no
case the number of members may be inferior of five. The above, provided that
Series "F" represents a 99% of the capital stock or the same leave being the
property of the same controlling company, the Board of Directors of the
Corporation shall be composed by eleven members or its multiples. In the event
the Board is composed with eleven members, Series "B" shareholders shall
designate six members, and for each ten percent of the shares of this Series
exceeding from the fifty percent of the capital stock already paid in, they
shall have the right to designate one more member. Series "B" shareholders as
the case may be, shall designate the remnant members.- The designation of the
members must be done in the Special Meeting for each Series of shares. Each
Special Meeting may designate the alternate members up to an equal number to the
designated proprietors, the Special Meeting shall determine the way in which
they substitute them, respecting in every case in which them substitute others,
by the Law of Credit Institutions. En each session an alternate member may also
represent a proprietor. The shareholders of each one of the Series representing
for at leas a ten percent of the capital stock paid in by the institution, shall
have the right to designate a member of the Series that may correspond to them.
Only shall be revoked the designation of the minority members, once the majority
members are also revoked. Once the designation of the minority members are
elected, the other members of the Board shall be designated by the shareholders
of each Series, in the terms of the By-laws, without counting the corresponding
votes to the minority shareholders that have made the designation or
designations mentioned.- In the event, that the Board is composed by multiples
of eleven or counts with more than six Series "F" members, for what is set forth
in the above paragraph and in fraction II of article 23 of the Law of Credit
Institutions. The corresponding proportions shall be kept according to the
provisions contained in article 45-K of the mentioned Law.- ARTICLE TWENTY
FIFTH. PRESIDENCY AND SECRETARY.- The Series "B" shareholders shall annually
elect by majority of votes of the Series "F" shares represented in the Meeting,
a President and may elect one or two vice-presidents. The President of the Board
must elect the Series "F" Proprietor Members. The Board of Administration shall
name a Secretary, which may be member or not, as well as an Assistant Secretary
that help the Secretary in his absence.- ARTICLE TWENTY SIXTH.- MEETINGS.- The
Board of Directors shall hold with the periodicity they determine, prior the
corresponding call that the Secretary or the Assistant Secretary, in agreement
with the President, or the persons acting as President, or the Examiner, if it
shall proceed, issue by any mean, with the anticipation of two natural days, to
the last domicile that the Members and Examiners have registered in the
Corporation. The meetings of the Board shall remain legally convened with the
assistance of the majority of its members, whose majority must reside in the
Mexican territory and the resolutions shall be taken by the approbatory vote of
the majority of the persons attending the meeting. In case of , the person
presiding the meeting shall have the decisive vote.- ARTICLE TWENTY SEVENTH.-
FACULTIES.- The Board of Directors shall have the faculties that the laws and
the by-laws assign to such organ, in an enunciative nor limited manner it may:
I. Represent the company before the administrative and judicial authorities,
either municipal, state or federal, as well as the labor authorities or before
arbitrator or arbitrators, with a general power of attorney for lawsuits and
collections, with the ample general powers of attorney as referred to in
articles 2554 of the Civil Code for the Federal District, and with the special
powers as required according to fractions III, IV, VI, VII and VIII of article
2587 of such law, as example it may: A) Promote amparo suits and to desist from
them; B) To present and ratify denounces and criminal suits; to satisfy the
requirements of the latter and to desist from them; C) To help the Federal and
Local Prosecutor; D) To grant a dismiss in the criminal procedures; E) To answer
questionnaires in any suit, including labor suits, in the understanding,
however, that the faculty to absolve them may only be exercised by an individual
designated by the Board of Directors, in terms of fraction VIII of this article,
any other officers or attorneys of the Corporation; and F) To appear before any
kind of labor authorities, either administrative or jurisdictional, local or
federal. Act within the process procedures or the corresponding **para process
procedures, since the stage of conciliation until the labor execution; and
execute any kind of agreements, in the terms of articles 11, 787 and 876 of the
Federal Labor Law; II. Administrate the businesses and social assets with the
most ample power of attorney for acts of administration, in terms of article
2554, second paragraph, of such Civil Code; III.- Issue, subscribe, grant,
accept or endorse the credit instruments in terms of article 9 of the General
Law of Credit Instruments and of Credit Operations; IV.- To exercise acts of
dominion regarding the assets of the corporation or its real or personal rights,
in terms of paragraph third of article 2554 of the mentioned Civil Code and with
the special faculties set forth in fractions I, II and V of article 2587 of such
Law; V.- To establish regulations about the structure, organization,
composition, functions and faculties of: (i) Committees composed by members of
the Board of Directors; (ii) regional boards integrated by persons that are not
employees of the corporation, except for the President of the Corporation; and
(iii) internal committees composed by officers or external counselors of the
Corporation; designate its members and fix their remuneration; VI.- In terms of
article 145 of the General Law of Commercial Companies, designate and remove the
General Director and the principal officers, regarding what it is set forth in
articles 24, and 45-L of the Law of Credit Institutions; to the fiduciary
delegates; to the external auditor of the corporation; to the Secretary and
Assistant Secretary of the same Board, to fix them faculties and obligations;
and to determine their remunerations; VII.- To grant convenient powers of
attorney to the indicated officers in the above fraction, or any other persons,
and to revoke the ones granted, regarding what it is set forth in the applicable
Laws, to delegate their faculties in the General Director or any of them in one
or more members, or in the attorneys so designated, to be exercise in the
business or businesses, an in the terms and conditions established by the Board
of Directors; VIII.- To delegate on behalf of the person or persons that they
deem convenient, the legal representation of the Corporation, to grant them the
use of the corporate signature and confer them the general power of attorney for
lawsuits and collections as referred to in paragraph first of article 2554 of
the Civil Code with those special faculties that require express mention
according to fractions III, IV, VI, VII and VIII of article 2587 of such law,
and as example the following: a) May act as legal representatives of the
corporation in any proceeding or process, either administrative, labor, judicial
or quasi judicial, and, with such character, to make all kind of instances and
to answer or absolve positions on behalf of the corporation; to concur in a
conciliatory period, before the Boards of Conciliation and Arbitration; to
intervene in the corresponding transactions and to execute all kind of covenants
with the workers; b) to carry out all other legal acts as referred to in
fraction I of this article; c) To substitute the powers of attorney and the
faculties of them, without renouncing to his own faculties, to grant and revoke
mandates, and; IX.- In general to carry out the acts and operations that are
necessary or convenient to obtain its social purposes, except for the ones
reserved by law or by these by-laws to the Meeting. The references of this
article to the articles of the Civil Code for the Federal District, are extended
to the corresponding articles of the Civil Codes of the states in which the
mandate is exercised.- ARTICLE TWENTY EIGHTH.- REMUNERATION.- The members of the
Board of Directors shall perceive, by remunerations, the amount determined by
the General Ordinary Shareholders Meeting. The corresponding decisions shall
remain in effect meanwhile they are not modified by the same General Ordinary
Meeting.

 ... TWENTY SECOND.- CHANGE OF NAME AND AMENDMENT.- With deed granted before me,
number fifty five thousand four hundred and eighty six, of May thirty first,
nineteen ninety six, registered in mercantile folio number sixty three thousand
three hundred, by means of which the name of the institution was changed to
"BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBV-PROBURSA, and were reformed as consequence its by-laws.
 ... TWENTY EIGHTH.- DESIGNATION OF THE BOARD OF DIRECTORS.- With deed granted
also before me, number fifty eight thousand four hundred and eighty four, dated
June twenty four, nineteen ninety seven, registered in folio mercantile number
sixty three thousand three hundred, I copy: "...CLUASES.- FIRST.- DESIGNATION OR
RATIFICATION OF THE BOARD OF DIRECTORS.- It is formalized the designation of
JOSE MADARIAGA LOMELIN as President, JOSE DOMINGO DE AMPUERO OSMA as First
Vice-president; MIGUEL NAVAS MORENO, JOSE FONOLLOSA GARCIA, JOSE IGNACION
GOIRIGOLZARRI TELLAECHE, IGNACION SANCHEZ ASIAIN and MANEL ZUBIRIA PASTOR as
Series "F" Proprietor members, MANUEL ARCE RINCON, MANUEL BEATO CUADRADO, JOSE
LUIS GONZALEZ GONZALEZ and LUIS LOPEZ MORTON as Series "F" Assistant Members;
ANDRES AYMES BLANCHET as Second Vice-President, DANIEL F. ADAMS, BENIGNO PINERA,
EDUARDO SITT CHEREM as Series "B" Proprietor members and SERGIO CIKLIK SNEIDER,
ISAAC CHERTORIVSKI SKOORMAN AND ALBERTO SANCHEZ PALAZUELOS, as Series "B"
Assistant Members, all of them composing the Board of Directors of "BANCO
BILBAO-VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO
FIINANCIERO BBV-PROBURSA, in terms of the Minutes of the Meetings hereinafter
inserted.- SECOND.- RATIFICATION.- It is formalized the ratification of JOSE
MADARIAGA LOMELIN as President, JOSE DOMINGO DEAMPUERO OSMA as First
Vice-President and of ANDRES AYMES BLANCHET as Second Vice-President of the
board of administration, and ALFREDO SOLLOA GARCIA and LUIS FRANCISCO PADILLA
GUTIERREZ as Proprietor Examiners of "BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD
ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA, in the
terms of the meetings hereinafter attached hereto.

 ... TWENTY NINTH.- MEETING OF THE BOARD.- With the book of the board of
directors meetings minutes, exhibited to me, in page number two hundred and
seventeen through two hundred and twenty one inclusively, I spread upon the
record the minutes since they were required to be protocolized and I copy the
following: "BANCO BILBAO VIZCAYA-MEXICO", S.A:

BOARD OF DIRECTORS.-  OCTOBER 17TH, 1997.

                                     AGENDA

III.- General Matters.- The Board, by unanimous voting approved the statement of
the President as the Agenda stating that it was read as follows:... POINT THREE:
Regarding the third item of the Agenda.

The Secretary proposes the attendants to designate different persons as
Fiduciary Delegates of the company and, as a consequence, grant them different
faculties and powers of attorney to carry out such amendment.

After considering the foregoing, the attendants unanimously adopted, the
following RESOLUTIONS ... "FIFTH: Are designated as fiduciary delegates of Banco
Bilbao Vizcaya-Mexico, S.A., to the following persons:


                          FIDUCIARY DELEGATES TYPE "A"

                              Fausto Vega Jaramillo
                            Jose Alberto Garcia Nava
                          Roberto Enrique Lara Olivares

                          FIDUCIARY DELEGATES TYPE "B"

                          Jose Francisco Marquez Garcia
                            Luis Mario Figueroa Prado
                               Salvador Diaz Godoy
                              Adrian Torres Garcia
                          Ernesto Contreras Chavez Peon
                              Alberto Naves Ramos.

The Fiduciary Delegate Type "A" must perform jointly its duties with any other
Fiduciary Delegate Type "A" or "B", indistinctly.

The Fiduciary Delegate Type "B" shall only act jointly with a Fiduciary Delegate
Type "A". The Fiduciary Delegates above listed, shall have a general power of
attorney for lawsuits and collections, acts of administration and acts of
dominion, in terms of article 2554 of the Civil Code for the Federal District
and its correlative articles of the Civil Codes of the States of the Republic,
to be exercised only in relation with the assets affected to the trusts executed
with the Institution or by the fiduciary services that the later renders, with
the limit consistent in that such Fiduciary Delegates, in the cases of trusts of
guarantee whose amounts by each one of the trust are or shall be superior to the
amount of $10,000,000.00 (TEN MILLION PESOS OO/100 Mexican currency),
jointly exercise with other attorney that not counts with such limit. Likewise,
the attorneys before mentioned shall have a power of attorney to grant and
subscribe credit instruments in terms of article 9 of the General Law of Credit
Instruments and of Credit Operations. Additionally, the Fiduciary Delegates
above listed shall have a special power of attorney to subscribe assessments
carried out by the Institution. The faculties above mentioned may not be
partially or totally delegated nor substituted by the attorneys". EIGHTH:
Messrs. Luis Robles Miaja and Jose Arturo Sedas Valencia are indistinctly
authorized any of them to concur before the notary public of their election to
protocolize all or part of this act, as well as to grant the designations and
powers of attorney set forth hereinabove".

Having no other matter to deal, the meeting was raised at 14:00 hours of the
same day of its date, signed this act as evidence of the President, the
Secretary and the Examiners. PRESIDENT - JOSE MADARIAGA LOMELIN - EXAMINER -
LUIS FRANCISCO PADILLA GUTIERREZ - EXAMINER - ALFREDO SOLLOA GARCIA - SECRETARY
- LUIS ROBLES MIAJA".
(Signatures)..."

B.- Regarding Mr. Raul Vazquez Alcantara with a certificate copy of the first
testimony of deed number fifty eight thousand and forty six, dated April twenty
nine, nineteen ninety seven, before Mr. Carlos de Pablo Serna, entitled to
notary number one hundred and thirty seven of the Federal District.

Of such deed I copy literally the corresponding part, as follows:

"... I spread upon the record the DESIGNATION AND REVOCATION OF FIDUCIARY
DELEGATES OF "BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE
BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA, upon the application of Mr. LUIS
ROBLES MIAJA, delegate of the Board of Directors, as follows:

                                 C L A U S E S .

FIRST. DESIGNATION. It is formalized the designation of Mr. RAUL VAZQUEZ
ALCANTARA as Type "A" fiduciary delegate and Mrs. MARTH YOKO MIYAI WATANABE,
MANUEL MORENO TORRES, JUAN MANUEL MUNIZ NAVARRETE, JORGE PADILLA ACEVEDO, JAIME
JOSE GARCIA PRECIADO, ASCANIO REYES IZA and LUIS URIAS ALVAREZ, as Type "B",
fiduciary delegates, of "BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA, in terms of the
meeting of the Board of Directors hereinafter inserted.

In the performance of their duties, the fiduciary delegates shall have, in order
to represent "BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE
BANCA MULTIPLE, GRUPO FINANCIERO BBV-PROBURSA, a general power of attorney for
acts of dominion and of administration and for lawsuits and collection, in terms
of article two thousand five hundred and fifty four of the Civil Code in effect
in the Federal District and the correlative articles of the Civil Codes of the
States of the Republic, with faculties to subscribe assessments done by the
company granting the powers of attorney and with the following limits:

a)   The designated fiduciary delegates may only exercise the faculties
     conferred to them regarding the assets affected in trust with "BANCO BILBAO
     VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO
     FINANCIERO BBV-PROBURSA, or with the fiduciary services that the same
     rendered;

b)   The designated persons may not totally or partially delegate nor substitute
     their faculties, nor grant or confer powers of attorney;

c)   Regarding the trusts of guarantee whose amount for each trust is or shall
     be superior to Ten million pesos, Mexican currency, must jointly sign with
     any of the delegates now designated with a fiduciary delegate in whose
     designation nas no limit regarding their amounts;

d)   To exercise the faculties conferred to Type "A" fiduciary delegate just
     jointly sign any other Type "A" or Type "B" fiduciary delegate,
     indistinctly. To exercise the faculties that are conferred to Type "B"
     fiduciary delegates must jointly sign any of them necessarily with a Type
     "A" fiduciary delegate. For the effects of interpretation of this clause
     the way to exercise their faculties formalization (this way) constitutes
     the reason of the establishment of Types "A" and "B" designations.

PERSONALITY. CONVERSION, MODIFICATION OF THE CAPITAL STOCK AND TOTAL AMENDMENT
OF ITS BY-LAWS. With deed number fifty three thousand one hundred and eighty
nine, June thirty, nineteen ninety five, inscribed in mercantile folio number
sixty three thousand three hundred, granted before me, by means of which the
company of reference converted to an Institucion de Banca Multiple Filial, its
capital stock was increased and reduced to remain into the amount of One
thousand six hundred and thirty nine million one hundred and seventy six
thousand seven hundred and sixty nuevos pesos, Mexican currency, and totally
amended its By-laws to remain in terms of such deed, I copy literally the
following: " ... DENOMINATION, PURPOSE, DURATION, DOMICILE AND NATIONALITY.-
ARTICLE FIRST.- DENOMINATION.- The company shall be designated MULTIBANCO
MERCANTIL PROBURSA. This designation shall be followed by the words SOCIEDAD
ANONIMA or by its abbreviation S.A., Institucion de Banca Multiple, Grupo
Financiero Probursa.

The company is an Institucion de Banca Multiple Filial in terms of Chapter III
of the Title Second of the Law of Credit Institutions and the Regulations for
the Establishment of the Affiliates of Financial Institutions from Abroad. All
the terms defined by such regulations shall have in these by-laws with the same
meaning.

ARTICLE SECOND. CORPORATE PURPOSE. The company shall have as purpose the
rendering of services of bank and of credit in terms of the Law of Credit
Institutions and, as a consequence, may carry out the operations and render of
bank services as referred to in article 46 of such Law, in all their modalities,
according to article 106 of the Law of Credit Institutions and other applicable
legal and administrative provisions and subject to healthy practices and to the
bank and mercantile costumes, unless the Treaties or the International
Agreements in which Mexico forms part, establish any restriction.

ARTICLE THIRD. PURPOSE DEVELOPMENT. To comply with its corporate purpose, the
Company may: I. Acquire, transfer, possess, take into lease, usufruct and, in
general, use and administrate, under any title, all kind of rights and real and
personal assets that are necessary or convenient to carry out its purpose and
objectives, and; II. To issue subordinate obligations but only in the assumption
that such obligations are issued to be acquired by the Financial Institution
from Abroad, proprietary, direct or indirectly of the shares representing the
capital stock of the company, in terms of the Law of Credit Institutions; III.
To carry out any other activity according to the Law of Credit Institutions and
the provisions dictated by the Secretary of Treasury and of Public Credit, Bank
of Mexico and other Treaties or International Agreements in which the United
States of Mexico forms part; IV.- To carry out all the necessary and convenient
legal acts for the performance of their activities and the consecution of their
objectives.

ARTICLE FOURTH. DOMICILE. The domicile of the Company shall be the City of
Mexico, Federal District and may establish branch offices, agencies and offices
in other places of the Mexican Republic, or to agree in other conventional
domiciles. The company may not establish branch offices or subsidiary companies
out of the Mexican territory.

ARTICLE SIXTH. NATIONALITY. It is a Mexican company. The shareholders froma
abroad bind themselves with the Ministry of Foreign Relations to consider as
nationals regarding the shares of the corporation they acquire or they are
entitled to, as well as the assets, rights, authorizations, participation or
interests of the corporation, and of the rights and obligations derived from the
agreements in which it is part of the company with Mexican authorities and not
to invoke the protection of their governments, under the penalty, on the
contrary, in loosing the benefits of their corporate participations on behalf of
the Mexican Nation

 ...ADMINISTRATION.- ARTICLE TWENTY FOURTH.- ORGANS OF ADMINISTRATION.- The
direction and administration of the corporation shall be conferred to a Board of
Directors and a General Director, in their respective faculties of competence.
The corresponding designations shall adjust to what it is disposed of in
articles 23, 24, 45-K and 45-L of the Law of Credit Institution.- The board of
Directors shall be composed, upon the election of the shares of the institution,
by the number of members freely determined, in no case the number of members may
be less than five members. The above, provided that Series "F" represents a 99%
of the capital stock or the same leave being the property of the same
controlling company, the Board of Directors of the Corporation shall be composed
by eleven members or its multiples. In the event the Board is composed with
eleven members, Series "F" shareholders shall designate six members, and for
each ten percent of the shares of this Series exceeding from the fifty percent
of the capital stock already paid in, they shall have the right to designate one
more member. Series "B" shareholders as the case may be, shall designate the
remnant members.- The designation of the members must be done in the Special
Meeting for each Series of shares. Each Special Meeting may designate the
alternate members up to an equal number to the designated proprietors, the
Special Meeting shall determine the way in which they substitute them,
respecting in every case in which them substitute others, by the Law of Credit
Institutions. In each session an alternate member may also represent a
proprietor. The shareholders of each one of the Series representing for at leas
a ten percent of the capital stock paid in by the institution, shall have the
right to designate a member of the Series that may correspond to them. Only
shall be revoked the designation of the minority members, once the majority
members are also revoked. Once the designation of the minority members are
elected, the other members of the Board shall be designated by the shareholders
of each Series, in the terms of the By-laws, without counting the corresponding
votes to the minority shareholders that have made the designation or
designations mentioned.- In the event, that the Board is composed by multiples
of eleven or counts with more than six Series "F" members, for what is set forth
in the above paragraph and in fraction II of article 23 of the Law of Credit
Institutions. The corresponding proportions shall be kept according to the
provisions contained in article 45-K of the mentioned Law.-

ARTICLE TWENTY FIFTH. PRESIDENCY AND SECRETARY.- The Series "B" shareholders
shall annually elect by majority of votes of the Series "F" shares represented
in the Meeting, a President and may elect one or two vice-presidents. The
President of the Board must elect the Series "F" Proprietor Members. The Board
of Administration shall name a Secretary, which may be member or not, as well as
an Assistant Secretary that help the Secretary in his absence.-

ARTICLE TWENTY SIXTH.- MEETINGS.- The Board of Directors shall hold with the
periodicity they determine, prior the corresponding call that the Secretary or
the Assistant Secretary, in agreement with the President, or the persons acting
as President, or the Examiner, if it shall proceed, issue by any mean, with the
anticipation of two natural days, to the last domicile that the Members and
Examiners have registered in the Corporation.

The meetings of the Board shall remain legally convened with the assistance of
the majority of its members, whose majority must reside in the Mexican territory
and the resolutions shall be taken by the approbatory vote of the majority of
the persons attending the meeting. In case of **, the person presiding the
meeting shall have the decisive vote.

ARTICLE TWENTY SEVENTH.- FACULTIES.- The Board of Directors shall have the
faculties that the laws and the by-laws assign to such organ, in an enunciative
nor limited manner it may: I. Represent the company before the administrative
and judicial authorities, either municipal, state or federal, as well as the
labor authorities or before arbitrator or arbitrators, with a general power of
attorney for lawsuits and collections, with the ample general powers of attorney
as referred to in articles 2554 of the Civil Code for the Federal District, and
with the special powers as required according to fractions III, IV, VI, VII and
VIII of article 2587 of such law, as example it may: A) Promote amparo suits and
to desist from them; B) To present and ratify denounces and criminal suits; to
satisfy the requirements of the latter and to desist from them; C) To help the
Federal and Local Prosecutor; D) To grant a dismiss in the criminal procedures;
E) To answer questionnaires in any suit, including labor suits, in the
understanding, however, that the faculty to absolve them may only be exercised
by an individual designated by the Board of Directors, in terms of fraction VIII
of this article, any other officers or attorneys of the Corporation; and F) To
appear before any kind of labor authorities, either administrative or
jurisdictional, local or federal. Act within the process procedures or the
corresponding para process procedures, since the stage of conciliation until the
labor execution; and execute any kind of agreements, in the terms of articles
11, 787 and 876 of the Federal Labor Law; II. Administrate the businesses and
social assets with the most ample power of attorney for acts of administration,
in terms of article 2554, second paragraph, of such Civil Code; III.- Issue,
subscribe, grant, accept or endorse the credit instruments in terms of article 9
of the General Law of Credit Instruments and of Credit Operations; IV.- To
exercise acts of dominion regarding the assets of the corporation or its real or
personal rights, in terms of paragraph third of article 2554 of the mentioned
Civil Code and with the special faculties set forth in fractions I, II and V of
article 2587 of such Law; V.- To establish regulations about the structure,
organization, composition, functions and faculties of: (i) Committees composed
by members of the Board of Directors; (ii) regional boards integrated by persons
that are not employees of the corporation, except for the President of the
Corporation; and (iii) internal committees composed by officers or external
counselors of the Corporation; designate its members and fix their remuneration;
VI.- In terms of article 145 of the General Law of Commercial Companies,
designate and remove the General Director and the principal officers, regarding
what it is set forth in articles 24, and 45-L of the Law of Credit Institutions;
to the fiduciary delegates; to the external auditor of the corporation; to the
Secretary and Assistant Secretary of the same Board, to fix them faculties and
obligations; and to determine their remunerations; VII.- To grant convenient
powers of attorney to the indicated officers in the above fraction, or any other
persons, and to revoke the ones granted, regarding what it is set forth in the
applicable Laws, to delegate their faculties in the General Director or any of
them in one or more members, or in the attorneys so designated, to be exercise
in the business or businesses, an in the terms and conditions established by the
Board of Directors; VIII.- To delegate on behalf of the person or persons that
they deem convenient, the legal representation of the Corporation, to grant them
the use of the corporate signature and confer them the general power of attorney
for lawsuits and collections as referred to in paragraph first of article 2554
of the Civil Code with those special faculties that require express mention
according to fractions III, IV, VI, VII and VIII of article 2587 of such law,
and as example the following: a) May act as legal representatives of the
corporation in any proceeding or process, either administrative, labor, judicial
or quasi judicial, and, with such character, to make all kind of instances and
to answer or absolve positions on behalf of the corporation; to concur in a
conciliatory period, before the Boards of Conciliation and Arbitration; to
intervene in the corresponding transactions and to execute all kind of covenants
with the workers; b) to carry out all other legal acts as referred to in
fraction I of this article; c) To substitute the powers of attorney and the
faculties of them, without renouncing to his own faculties, to grant and revoke
mandates, and; IX.- In general to carry out the acts and operations that are
necessary or convenient to obtain its social purposes, except for the ones
reserved by law or by these by-laws to the Meeting. The references of this
article to the articles of the Civil Code for the Federal District, are extended
to the corresponding articles of the Civil Codes of the states in which the
mandate is exercised.

ARTICLE TWENTY EIGHTH.- REMUNERATION.- The members of the Board of Directors
shall perceive as remuneration, the amounts determined by the General Ordinary
Shareholders Meeting. The corresponding decisions shall remain in effect
meanwhile they are not modified by the same General Ordinary Meeting.

 ... TWENTY SECOND.- CHANGE OF NAME AND AMENDMENT.- With deed granted before me,
number fifty five thousand four hundred and eighty six, of May thirty first,
nineteen ninety six, registered in mercantile folio number sixty three thousand
three hundred, by means of which the name of the institution was changed to
"BANCO BILBAO VIZCAYA-MEXICO", SOCIEDAD ANONIMA, INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBV-PROBURSA, and were reformed as consequence its by-laws.

 ... TWENTY SEVEN.- DESIGNATION OF THE BOARD OF DIRECTORS.- With deed granted
also before me, number fifty four thousand one hundred and seventeen, dated
November fifteen, nineteen ninety five, registered in the mentioned mercantile
folio, from which I copy the following:

"...CLAUSES.

FIRST.- DESIGNATION OF THE BOAR OF DIRECTORS. The following designations are
formalized: ANDRES AYMES BLANCHET, as SECOND VICE-PRESIDENT, ISAAC CHERTORIVSKI
SKOORMAN, SERGIO CIKLIK SNEIDER, EUGENIO CLARIOND REYES RETANA, ALBERTO SANCHEZ
PALAZUELOS, EDUARDO SITT CHEREM and FELIPE RONDA AGRA, as Series "B" Proprietor
members; AUSENCIO LOMELIN ANAYA, ALONSO CERVERA RAMIREZ and ADOLFO PATRON LUJAN,
as Series "B" Alternate members; JOSE MADARIAGA LOMELIN, as PRESIDENT, JOSE
DOMINGO AMPUERO OSMA, as FIRST VICE-PRESIDENT, MIGUEL NAVAS MORENO, JOSE IGNACIO
GOIRIGOLZARRI TELLAECHE, JOSE FONOLLOSA GARCIA, ANTONIO ORTEGA PARRA, LUIS LOPEZ
MORTON, JOSE RAMON RUIZ CASO, JAVIER GARCIA URTIAGA, JOSE RAMON DE IZAURIETA,
JOSE DOMENE, RICARDO ALVAREZ VALINO, JOSE LUIS GONZALEZ GONZALEZ, MANUEL ARCE
RINCON and MARIO B. ALONSO ICAZBALCETA, as Series "F" Proprietor members and
GUILLERMO SUARDIAZ ROIG, MANUEL ZUBIRIA PASTOR, CARLOS GORRIA CORTAZAR, RAYMOND
SURGUY and JUAN ANTONIO NET, as Series "F", Alternate members, all of them
members of the Board of Directors of "MULTIBANCO MERCANTIL PROBURSA", SOCIEDAD
ANONIMA, INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO PROBURSA, in terms of
the Minutes hereinafter inserted.

SECOND.- DESIGNATION OF PRESIDENT, VICE-PRESIDENTS, SECRETARY AND ALTERNATE
SECRETARY.- The following designations are formalized: JOSE MADARIAGA LOMELIN as
PRESIDENT, JOSE DOMIENGO AMPUERO OSCA as VICE-PRESIDENT, ANDRES AYMES BLANCHET
as SECOND VICE-PRESIDENT, LUIS ROBLES MIAJA and ARTURO SEDAS VALENCIA, as
SECRETARY and ALTERNATE SECRETARY, respectively, of the Board of Directors of
"MULTIBANCO MERCANTIL PROBURSA", SOCIEDAD ANONIMA, INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO PROBURSA, in terms of the corresponding meetings and
board of directors meetings as hereinafter inserted.

SEVENTY EIGHT.- BOARD OF DIRECTORS MEETINGS. With the Board of Directors
Meetings Minutes Book of its principal that is exhibited to me, at folio two
hundred and six to two hundred and nine inclusively are inserted the minutes
that as I was asked to protocolize and from such minutes I copy the following:

"BANCO BILBAO VIZCAYA-MEXICO", S.A.
BOARD OF DIRECTORS
JANUARY 30, 1997

                                     AGENDA.

IV.-

                        [Portions of certificate missing]


<PAGE>


                                                                        "T one"


                                 BANK OF MEXICO

REF.S21/12549 and 12575

                                                    Mexico, F.D., March 8, 1999

BANCA SERFIN, S.A.
Montes Urales No. 505,
3o. Piso, Col. Lomas de Chapultepec,
C.P. 11000, Ciudad

                        Attn.: Javier Perez Martinez,
                               Legal Representative

     We refer to your writs dated January 29 and February 10, 1999, as well as
to the sustained conversations with officers of such Institution, by means of
which we asked for the authorization of this Central Institution so that Banca
Serfin, S.A., Banco Santander Mexicano, S.A., Citibank Mexico, S.A. and
Bancomer, S.A. may transfer their rights of credit derived from certain
covenants of re-structure of indebtedness executed with Salinas y Rocha, S.A. de
C.V. through the sale that this institutions pretend to carry out by means of a
bid process.

     As we were informed, from the total indebtedness of Banca Serfin, S.A.
participates in a 44.37%, Banco Santander Mexicano, S.A. in 22.82%, Citibank
Mexico, S.A. in a 17.47% and Bancomer, S.A. in a 15.34% and in a total proximate
amount of the assignment shall be of 100 million U.S. dollars.

     Likewise, we are informed that all the persons interested in participate in
the bid may acquire the rights of credit derived from the indebtedness of such
enterprise, provided that when the corresponding confidentiality agreement and
grant of a guaranty of seriousness of its participation.

     About the particular, once analized its petition, we communicate you that
this Bank of Mexico in terms of what it is set forth in article 93 of the Law of
Credit Institutions, do not have the inconvenience that the credit Institutions
may proceed to carry out the assignment of the portfolio, provided that:

     a)   Such Banks assessed adequately the relation of the portfolio value
          with the amount of the offers received;

     b)   The assignment is carried out, without granting the creditors banks
          any guarantee to pay on time, consequently, the portfolio shall be
          assigned without responsibility for such Institutions;

     c)   That in virtue that the assignment of the portfolio and regarding its
          administration and collection, do not establishes or convenes
          mechanisms of automatic charges or any other equivalent charge to such
          Institutions that will assure the timely payment of the portfolio:

     d)   That the creditor banks, in no moment re-acquire any assigned
          portfolio -directly or indirectly- through the operation;

     e)   These Institutions, as well as the entities and enterprises that
          compose the Financial Groups to where they pertain do not grant
          -directly or indirectly - any financing for the acquisition of the
          portfolio:

     f)   In the event that the assignment is paid in installments, the
          corresponding rights may not be transferred until the assignee carries
          out the last payment;

     g)   These Institutions do not subrogate in the rights of the assignee ones
          they are assigned;

     h)   Once the transfer is carried out do not grant the additional benefits
          for the assignees;

     i)   The assignment is for the amount established therein, carrying it out
          during a term no longer than 180 days counted as of the date of this
          letter; and

     j)   These Institutions include in the agreements or covenants in which the
          operation are instrumented, the obligation in charge of the assignee
          by using reasonable practices to administrate and collect such
          portfolio according to law.

          Likewise, we reiterate that the assignment of the portfolio may be
          carried out with the certainty that the purchaser knows and respect
          the laws and regulations, as well as health practices, uses and
          banking and mercantile costumes applicable in the administration
          matters and in the collection of credits.

          Regarding Citibank Mexico, S.A. we inform you that this communication
          shall not be effective until the assignment has been approved by the
          corresponding credit committee, following the internal procedures of
          such institution and of such final resolution you must send
          immediately a copy to this Central Institution.

          Finally, in this operation, Banca Serfin, S.A., Banco Santander
          Mexicano, S.A., Citibank Mexico, S.A. and Bancomer, S.A. must adjust
          to other applicable provisions for such effect.

                                                        Attentively,

                                                       BANK OF MEXICO

         HECTOR TINOCO JARAMILLO            JAVIER CARDENAS RIOSECO
         DIRECTORS OF CENTRAL               DIRECTOR OF ANALYSIS OF
         BANK PROVISIONS                    FINANCING INTERMEDIARIES

         This communication is issued based in articles 8, 14, 17 and 25 Bis of
         the Internal Regulation of the Bank of Mexico.

         With copy to:

     -    National Bank and Stock Exchange Commission Present.

     -    Direction of Analysis of Financial Intermediaries, Present.

          HHC-MTMA. Rmv


              CABLE. BANXICO. APARTADO NUM. 98 BIS.
              COL. CENTRO. DELEG. CUAUHTEMOC. 06059.
                                    MEXICO, D.F.


<PAGE>


                                                                         "T two"
Citibank Mexico, S.A.
Grupo Financiero Citibank

Paseo de la Reforma 390
06695 Mexico, F.D.

Mexico, F.D., March 9, 1999

BANCO BILBAO VIZCAYA-MEXICO, S.A.
INSTITUCION DE BANCA MULTIPLE
GRUPO FINANCIERO BBV-PROBURSA
DIVISION FIDUCIARIA
TRUST F/55070-1

                         Attention:  Raul Vazquez Alcantara

By means of this letter and regarding the Irrevocable Administration Trust and
Sale Number F/55070-1 where the 94,392,691.00 shares of the capital stock of
Grupo SyR, S.A. de C.V. is deposited and the rights of credit derived from the
bank liabilities in charge of the subsidiary corporation of "GSyR" named Salinas
y Rocha, S.A. de C.V. named "Indebtedness I" and "Indebtedness II" in which
Citibank Mexico, S.A., Grupo Financiero Citibank participates with a 17.47%, I
comment you the following:

The Committee of Credit of this institution and following the due internal
procedures has authorized the proposal that "Grupo Elektra, S.A. de C.V." has
done for the acquisition of the package over 94.392691% of the Capital Stock of
Grupo SyR, S.A. de C.V. and the Rights of Credit named as Indebtedness I and
Indebtedness II, dated March 4, 1999. Such authorization, following the internal
procedures established in this institution, is actually in process of obtaining
the signatures of the participating officers in such committee, for which I
commit myself that once we count with the authorization duly signed, we shall
send a copy to the Bank of Mexico to comply with your authorization dated March
8, 1999 and a copy to the Fiduciary.

If you have any questions regarding the foregoing, please do not hesitate and
contact us.

Citibank Mexico, S.A.
Attentively,

Juan Carlos Rivas Alvarez
Alternate Director


<PAGE>


                                                                            "U"
Special Assets A seal that says:


Federal Commission
of Competency                                       Executive Secretary
                                                    CNT-LI-01-(02)-99
                                                    SE-10-096-99-211

                                                    Mexico, F.D., March 4, 1999.

C. Gonzalo Garcia de Luca
Legal Representative of
Grupo Elektra, S.A. de C.V.
Paseo de Tamarindos 400B, Piso 8
Colonia Bosques de las Lomas
Mexico, F.D. 04020

I refer to your writ submitted on February twelve, nineteen ninety nine in the
Oficialia de Partes of the Federal Commission of Competency (the Commission), by
means of which you notice the intention of your representative to participate in
the bid for the joint sale of the representative titles of 94.3% of the capital
stock of Grupo SyR, S.A. de C.V. (GSyR) and of the rights or credit derived from
the bank liabilities charged to the subsidiary of GSyR, named Salinas and Rocha,
S.A. de C.V. (SyR), according to the Call published on January fifteen of this
year in the newspapers "El Financiero" and "El Economista".

The activities of the enterprises pertaining to GSyR can be classified in three
items. The first one will correspond to the stores that sale merchandise to the
public, activity that may correspond to SyR. The second, to the enterprises
dedicated to the fabrication and the manufacture of mattresses, furniture and
chairs. The third, referred to enterprises that offer services different from
sales, and that are support services (service of storage, import, real assets
consultory and others) of the principal activity of GSYR.

Considering the participation of the promoting enterprise, it is concluded, that
this enterprise operates in the market of sales of merchandise, such as
electro-domestic product, furniture and clothes.

The facilities of the SyR chain are considered as department stores according to
the National Association of Department Stores (ANTAD) and are defined as
follows:

"direct system of sale to consumers, that exhibits products that are classified
by areas or departments, principally clothes, miscelaneous, major and minor
fixtures, offer attention and service to the consumers, counts with for at least
a point of sale by department or area."

However, the stores defined like departments by ANTAD, are of different
dimensions and are oriented to different consumers. In particular, the stores of
SyR are of two types regarding their dimensions: the first named traditional
units, that in average have a surface of 941 square meters by unit, and the
second named as department stores that have as average a surface of 6,461 square
meters by unit.

Depending on the type of product to commercialize, some self-service stores or
specialized establishments that can substitute the services of sales offered by
SyR. Some segments of products (electro-domestic, audio and video, blank line
and some products named Soft Line) can be offered by self-service stores. In
addition, there are different specialized stores in each one of the items that
can be also substitutes of SyR stores.

Considering that the relevant service is related with the sale of merchandise,
the influence of the same broadens the area that is nearby the department
stores. In general, the geographical area is defined as the metropolitan zone
and nearby areas to the location of the stores.

SYR has 97 units of sale in 29 states in the country, of which 11 are department
stores that have a total surface of 71,074 square meters, these are located in
the cities of Monterrey (2 facilities), San Agustin, Boca del Rio, Leon (2),
Acapulco, Guadalajara, Zapopan, Mazatlan and in Perinorte, State of Mexico. The
remnant stores (86 facilities) are traditional units located in 29 states of the
country, and have a total area of 80,898 square meters.

Regarding the acquisition by the solicitor of the enterprises that manufacture
furniture and mattresses, this will not generate effects in the competency of
the corresponding markets, since the participating enterprise do not have an
activity associated to such products. In addition, there exist many enterprises
in the manufacturing of furniture and others in the manufacture of mattresses,
without considering the imports of these products.

About the enterprises related to services (consultant, leases, among others),
these are related with activities offered by SyR stores, that is why they will
not affect the market of services.

The more notorious effects of the transaction, in the event that Grupo Elektra,
S.A. de C.V. (Grupo Elektra) acquires the assets in a bid, are reflected through
the stores Elektra and Hecali, businesses that sale products of the same items
that are offered in SyR stores. Elektra stores offer audio, video, furniture,
fixtures and clothes which are also sold in the traditional SyR stores; Hecali
commercialize clothes, and also the department stores of SyR. However, Elektra
and Hecali stores cover in a good measure, segments of low income population
which differs from the medium, high and low segments covered by SyR.

Considering the existence of similar facilities to those used by SyR in the
relevant market, in addition to the self-service stores, specialized stores and
a number of local stores, the effects of the transaction do not cause damages to
the market. Moreover, there are no entrance barriers in any of the markets and
segments affected by the operation, nor in any sale mechanisms employed by the
parties.

If Grupo Elektra becomes the winner it shall re-enforce its presence in the
cities where it has already facilities and in addition, it may extend to those
cities in which it has no presence. The inexistence of entrance barriers, the
ample number of suppliers in the market, the existence of other agents
(department stores, self-service stores and local stores) will permit to
preserve the competitive conditions, even after the transaction.

RESOLUTION.- In virtue of the foregoing, it is not objected or conditioned the
participation of Grupo Elektra, S.A. de C.V. in the process of sale, in the
terms that were stated in their writ. In this way was resolved in the Pleno of
this Commission by unanimous voting in the session held on March four, nineteen
ninety nine before the subscribed person that gives faith, according to articles
1, 2, 3, 8, 12, 13, 23, 24, Fractions III and IX, 25 and 29 of the Federal Law
of Economic Competency; 1, 9, 12 and 51 of the Regulation of the Federal Law of
Economic Competency; as well as in articles 1, 3, 8, Fraction I, 13 and 14,
fractions I and XII of the Internal Regulation of the Federal Commission of
Competency.

This resolution is granted without prejudicing over the authorizations that as
the case may be, must be obtained by the solicitor of other entities or
government organisms.

Likewise, we notice you that in the event you result the winner in this bid, you
must credit the assignment before this Commission in no later than 30 business
days term counted as of the execution of the corresponding agreements.

The subscribed is authorized to issue this official letter based in articles 29
of the Federal Law of Economic Competency, 8, Fraction III and 23, fractions I,
IV and XVII of the Internal Regulation of the Federal Commission of Competency.

I reiterate to you my consideration.

                                    The Executive Secretary

                                    Luis A. Prado Robles




With copies for:

-  Fernando Sanchez Ugarte.  President. For his knowledge.
-  Rebeca Escobar Briones.  General Director of Processes of Privatization
   and of
-  Biddings. To follow this operation.


<PAGE>


                                                                   June 21, 2000


    The undersigned does hereby represent and certify that the above Purchase
Agreement is a fair and accurate representation of the original El Contrato de
Compraventa.



                                                   Grupo Elektra, S.A. de C.V.


                                                   By: /s/ Ricardo Martinez Cruz
                                                       -------------------------