Exhibit 10.9

THIS  LEASING  AGREEMENT  IS  MADE  AND  ENTERED  INTO BY THE  BUSINESS  ENTITY,
DESARROLLO  INMOBILIARIO  ERNESTO  ZARAGOZA,  S.A. DE C.V.,  REPRESENTED BY LIC.
ERNESTO JESUS ZARAGOZA DE CIMA  (HEREINAFTER,  "THE LESSOR") AND BY THE BUSINESS
PARTNERSHIP,  NUPRO  INNOVATION DE MEXICO,  SA DE CV.,  REPRESENTED BY MRS. ELKE
VESELINOVIC   (HEREINAFTER  "THE  LESSEE")  UNDER  THE  FOLLOWING  RECITALS  AND
STIPULATIONS:

                                    RECITALS

     I "THE LESSOR" DECLARES:

          1) THAT IT IS A MEXICAN  BUSINESS  ENTITY  INCORPORATED  IN ACCORDANCE
WITH THE  GENERAL LAW FOR  BUSINESS  PARTNERSHIPS,  BY PUBLIC DEED NUMBER  6501,
VOLUME 203, DATED OCTOBER 18, 1994,  PROTOCOLIZED BY LIC.  ARNULFO SALAS CASTRO,
NOTARY PUBLIC #10, AND RECORDED IN THE PROPERTY AND COMMERCE  PUBLIC REGISTRY IN
GUAYMAS,  SONORA,  ON OCTOBER  21,  1994,  RECORD  NUMBER  950,  BOOK 1, VOL. 5,
COMMERCE SECTION.

          2)  THAT  IT IS IN  MATERIAL  AND  LEGAL  POSSESION  OF A  REAL  STATE
PROPERTY,  CURRENTLY ENTITLED DESARROLLO  INMOBILIARIO ERNESTO ZARAGOZA, S.A. DE
C.V.,  LOCATED AT CARRETERA  INTERNACIONAL  KILOMETRO  1983-84 SALIDA NORTE,  IN
GUAYMAS,  SONORA,  REAL ESTATE  PROPERTY  PURCHASED BY PUBLIC DEED NUMBER 8.919,
VOL.  263, ON JULY 15TH,  1998,  PROTOCOLIZED  BY NOTARY  PUBLIC NUMBER 10, LIC.
ARNULFO  SALAS CASTRO,  RECORDED IN THE REAL ESTATE  PROPERTY  PUBLIC  REGISTRY,
RECORD NUMBER 53410, VOLUME 444, DATED OCTOBER 6, 1998.

     II "THE LESSEE" DECLARES:

          1) THAT IT IS A MEXICAN  BUSINESS  ENTITY,  INCORPORATED  PURSUANT  TO
PUBLIC DEED NUMBER  4.239,  VOLUME 182, ON NOVEMBER  10, 1998,  PROTOCOLIZED  BY
NOTARY  PUBLIC NUMBER 89, LIC.  SERGIO LLANES RUEDA,  REGISTERED IN THE PROPERTY
AND COMMERCE PUBLIC REGISTRY IN GUAYMAS,  SONORA, IN THE COMMERCE SECTION,  BOOK
1, RECORD NUMBER 1989, VOL. 50, ON NOVEMBER 25, 1998.

          2) THAT IT WISHES TO LEASE THE REAL STATE  PROPERTY  DESCRIBED  BY THE
LESSOR IN HIS RECITALS, PARAGRAPHS 1 AND 2 OF THE PRESENT AGREEMENT.

THE PRECEEDING RECITALS HAVING BEEN ACCEPTED, THE PARTICIPANTS UNANIMOUSLY AGREE
TO THE FOLLOWING ARTICLES:

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                                    ARTICLES

FIRST:  LEASING.-  "THE LESSOR"  GIVES AND "THE  LESSEE"  ACCEPTS IN LEASING THE
PROPERTY DESCRIBED IN THE RECITAL 1 OF THIS AGREEMENT,  THE SAME THAT IS LOCATED
IN GUAYMAS, SONORA.

SECOND:  USE OR DESTINATION OF THE LEASED  PROPERTY.-  "THE LESSEE" WILL USE THE
LEASED  BUILDING FOR THE  FABRICATION,  TRANSFORMATION  OR ASSEMBLY OF DIFFERENT
MATERIALS.

THIRD:  SUBLETTING.- "THE LESSEE" DOES NOT HAVE THE RIGHT TO SUBLET THE PROPERTY
DEALT  WITH  IN  THIS  AGREEMENT,  AS A  WHOLE  OR  IN  PART,  WITHOUT  PREVIOUS
AUTHORIZATION FROM "THE LESSOR"

FOURTH:  LEASING  PRICE.- THE MONTHLY RENT THAT "THE LESSEE" WILL PAY WITHIN THE
FIRST FIVE DAYS OF EACH MONTH IS  $3,621.00  (THREE  THOUSAND  SIX  HUNDRED  AND
TWENTY ONE  DOLLARS)  PLUS IVA TAX,  OR IT CAN BE PAID IN PESOS AT THE  EXCHANGE
RATE PUBLISHED BY THE LOCAL BANK.

FIFTH: LATE CHARGES.- IN CASE OF LATE PAYMENT OF RENT, THERE WILL BE AN INTEREST
CHARGED IN FAVOR OF "THE LESSOR" AND PAID BY "THE LESSEE"  EQUAL TO  MULTIPLYING
THE FEDERAL TREASURY CERTIFICATES PLUS FIVE POINTS, DURING ALL THE LATE TIME.

SIXTH:  TAXES AND  UTILITIES.-  "THE  LESSEE"  WILL BE  RESPONSIBLE  FOR ALL THE
EXPENSES  INCURRED  INTO IN THE  LEASED  BUILDING,  SUCH AS WATER,  ELECTRICITY,
TELEPHONE AND OTHER  NECESSARY  UTILITIES,  AND WILL NOT BE RESPONSIBLE  FOR ANY
OTHER TAX THAT LEGALLY  CORRESPOND TO "THE LESSOR",  WHO WILL BE RESPONSIBLE FOR
THEM.

SEVENTH:  MAINTENANCE.- THE RESPONSIBILITY  CONCERNING MAINTENANCE,  REPAIRS AND
REPLACEMENTS WILL BE RULED BY THE FOLLOWING STIPULATIONS:

     1) "THE  LESSEE"  WILL  MAINTAIN AND REPAIR AT HIS EXPENSE THE LEASED AREA,
INCLUDING THE SERVICE FACILITIES OF THE BUILDING.

     2) "THE  LESSEE" IS ALLOWED TO PLACE AT HIS EXPENSE ON THE  EXTERIOR OR THE
INTERIOR OF THE LEASED  BUILDING,  THE SIGNS AND AWNINGS  REQUIRED  FOR A BETTER
DEVELOPMENT  OF HIS BUSINESS,  SUBJECT TO THE OBLIGATION OF REPAIRING ANY DAMAGE
CAUSED BY THE INSTALLATION OR REMOVAL OF THEM.

EIGHTH:  REMODELING.-  "THE LESSEE" WILL NOT BE ABLE TO CHANGE THE  STRUCTURE OR
THE BASIC SERVICES,  AND WILL NOT MAKE ANY CHANGES  WHATSOEVER WITHOUT A WRITTEN
AUTHORIZATION  FROM  "THE  LESSOR".  ALL THE  PERMANENT  IMPROVEMENTS  THAT "THE
LESSEE"  MIGHT MAKE AND THAT COULD NOT BE SEPARATED  FROM THE  BUILDING  WITHOUT
AFFECTING  ITS  NATURE,  WILL BECOME  "THE  LESSOR"S  PROPERTY AT THE END OF THE
AGREEMENT.

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NINETH:  INSURANCES.-  "THE  LESSEE"  IS UNDER THE  OBLIGATION  OF  KEEPING  HIS
FURNITURE AND EQUIPMENT INSURED DURING THE EFFECTIVE TIME OF THIS AGREEMENT.

TENTH:  TERM OF ENFORCEMENT.-  THIS AGREEMENT WILL BE IN FORCE FOR FIVE YEARS ON
BOTH  PARTIES,  STARTING  ON THE  FIRST OF MAY,  2001 AND  ENDING ON THE 30TH OF
APRIL, 2006.

AT THE END OF THE FIVE YEARS STATED ABOVE, "THE LESSEE" COULD LEASE THE BUILDING
FOR FIVE MORE YEARS, PROVIDED THE LESSEE IS CURRENT WITH THE RENT PAYMENTS.

ELEVENTH:  CONVENTIONAL  PENALTIES.- IN CASE ANY OF THE PARTIES  BREACHES ANY OF
HIS  RESPONSIBILITIES  UNDER THIS AGREEMENT,  THEREFORE CAUSING A BREACH OF THIS
CONTRACT,  HE WILL HAVE TO PAY THE OTHER PARTY AS A CONVENTIONAL FINE, AN AMOUNT
EQUAL TO TWELVE TIMES THE LAST MONTHLY RENT PAID AT THE MOMENT OF BREACH.

INDEPENDENT  FROM THIS PROVISION,  THE PARTIES  EXPRESELY AGREE TO THE FOLLOWING
CONTRACTUAL  PENALTY:  IN THE EVENT "THE LESSEE" DOES NOT VACATE THE BUILDING AT
THE TIME OF THE END OF THIS  AGREEMENT,  HE IS OBLIGATED TO PAY "THE LESSOR" THE
MONTHLY RENT PLUS AN AMOUNT EQUAL TO 100% UNTIL THE BUILDING IS VACATED.

TWELVETH:  VACATING THE PREMISES.- ON THE LAST DAY OF THIS LEASE CONTRACT, OR ON
THE DAY OF AN  ANTICIPATED  TERMINATION,  "THE  LESSEE"  WILL HAVE TO VACATE THE
PREMISES AND RETURN THEM TO "THE LESSOR" WITHOUT DELAY, IN GOOD ORDER AND IN THE
SAME CONDITION AS THEY WERE  RECEIVED,  EXCEPT FOR THE  DETERIORATION  CAUSED BY
TIME AND NORMAL WEAR AND TEAR. ALL THE SIGNS, INSCRIPTIONS AND AWNINGS INSTALLED
BY "THE LESSEE",  AFTER WRITTEN  NOTICE TO "THE LESSOR",  WILL BE REMOVED BEFORE
VACATING  THE  BUILDING,  AND "THE  LESSEE"  MUST  REPAIR ALL DAMAGES OR DEFECTS
CAUSED BY THEIR INSTALLATION OR REMOVAL.

THIRTEENTH":  RIGHT TO BID.- "THE LESSEE" WILL HAVE THE RIGHT OF PREFERENCE  FOR
BIDDING,  IN THE EVENT "THE LESSOR" DECIDES TO SELL THE BUILDING  REFERRED TO IN
THIS LEASING CONTRACT, UNDER THE FOLLOWING CLAUSES AND STIPULATIONS:

     1) THIS  RIGHT  FOR  BIDDING  CAN BE  EXERCISED  ONLY IF "THE  LESSEE"  HAS
COMPLIED  WITH  EACH  AND  EVERY  ONE OF HIS  MONETARY  OBLIGATIONS  UNDER  THIS
CONTRACT.

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     2) THE RENT  PAYMENTS  OR THE  IMPROVEMENTS  MADE TO THE  BUILDING  BY "THE
LESSEE" WILL NOT BE  CONSIDERED AS PART OF THE PRICE TO BE PAID UNDER THIS RIGHT
OF PREFERENCE.

     3) WHEN "THE  LESSOR"  RECEIVES AN OFFER,  HE WILL  INFORM "THE  LESSEE" IN
WRITING ABOUT ITS TERMS AND CONDITIONS, AND "THE LESSEE" WILL HAVE SIXTY WORKING
DAYS TO ANSWER IN WRITING TO "THE LESSOR". IN THE EVENT OF A NEGATIVE ANSWER, OR
IN CASE NO ANSWER IN WRITING WITH  ACKNOWLEDGEMENT OF RECEIPT IS RECEIVED WITHIN
THE TIME MENTIONED HEREWITH,  "THE LESSOR" WILL BE FREE TO SELL THE PROPERTY. IN
CASE THE ANSWER IS  AFFIRMATIVE,  "THE  LESSEE" WILL PAY UNDER THE SAME TERMS OF
THE PROPOSED OFFER, WITH THE OPTION TO BUY SHARES  REPRESENTATIVE OF THE CAPITAL
OF THE COMPANY, UNDER AN AGREEMENT WITH THE SHAREHOLDERS.

     4) THIS RIGHT OF PREFERENCE FOR BIDDING CANNOT BE GIVEN, ASSIGNED,  SOLD OR
TRANSFERRED TO ANY OTHER PERSON, OR ENTITY.

FOURTEENTH: ECOLOGICAL RESPONSIBILITY.- "THE LESSEE" WILL BE RESPONSIBLE FOR THE
PROPER USE, STORAGE AND HANDLING OF DANGEROUS MATERIALS OR RESIDUES, AS THEY ARE
DEFINED IN THE FEDERAL,  STATE OR MUNICIPAL  LAWS,  RULES AND  REGULATIONS  THAT
APPLY.

"THE  LESSEE"  WILL  INDEMNIFY  ANY THIRD PARTY THAT MAY BE AFFECTED AND WILL BE
RESPONSIBLE  FOR ALL DAMAGES  DERIVED  FROM USAGE,  STORAGE AND HANDLING OF SUCH
DANGEROUS MATERIALS AND RESIDUES.

"THE  LESSEE" WILL RELEASE "THE LESSOR" FROM ANY CLAIM THAT COULD ARISE FROM THE
ABOVE MENTIONED  SUPPOSSITIONS,  INCLUDING PAYMENT FOR DAMAGES OR INDEMNIZATIONS
FOR DAMAGES CAUSED TO A PHYSICAL  PERSON,  TO PROPERTY OR TO THE  ENVIRONMENT IN
GENERAL.

FIFTEENTH: TRANSFER OF RIGHTS.- ONLY AFTER WRITTEN CONSENT FROM THE OTHER PARTY,
WILL THE CONTRACTING  PARTIES BE ABLE TO GIVE,  SURRENDER,  TRANSFER,  ENCUMBER,
TRUST OR IN ANY OTHER WAY AFFECT THE RIGHTS THAT  CORRESPOND  TO THEM UNDER THIS
CONTRACT,  SUCH  CONSENT  WILL HAVE TO BE  OBTAINED  IN WRITING  PREVIOUS TO THE
IMPLEMENTATION  OF THE RELATED LEGAL ACTION,  WHICH,  IF NOT, WILL BE ABSOLUTELY
NULL.

SIXTEENTH: MODIFICATIONS.- NO MODIFICATION OR WAIVING OF ANY OF THE STIPULATIONS
OF THIS CONTRACT WILL BE EFFECTIVE,  EXCEPT WHEN AGREED TO IN WRITING AND SIGNED
BY BOTH PARTIES.

SEVENTEENTH:  JURISDICTION.-  THIS LEASING  CONTRACT  WILL BE MANDATORY FOR BOTH
PARTIES AND WILL BE SUBJECT TO THE LAWS  APPLICABLE TO THE STATE OF SONORA,  AND
IN  CASE OF ANY  CONTROVERSY,  SUBJECT  TO THE  JUDGMENT  OF A  COURT  OF LAW IN
GUAYMAS, SONORA.

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EIGHTEENTH:  NOTICES AND LEGAL  ADDRESSES.-  EVERY  INFORMATION AND NOTIFICATION
WILL BE SENT IN WRITING WITH  ACKNOWLEDGEMENT OF RECEIPT, TO THE LEGAL ADDRESSES
PROVIDED BY THE PARTIES, UNTIL EITHER OF THE PARTIES GIVES WRITTEN NOTICE OF ANY
CHANGE OF ADDRESS.

THE FOLLOWING SHALL BE CONSIDERED AS LEGAL ADDRESSES:

"THE LESSOR":  ON AVENIDA  ABELARDO L. RODRIGUEZ 99 ORIENTE,  BETWEEN 21 AND 22,
GUAYMAS, SONORA

"THE LESSEE:  AT CARRETERA  INTERNACIONAL  KM 1983-84,  SALIDA  NORTE,  GUAYMAS,
SONORA


"THE LESSOR"                                       "THE LESSEE"



LIC. ERNESTO JESUS ZARAGOZA                        MRS. ELKE VESELINOVIC
DE CIMA, DESARROLLO INMOBILIARIO                   NUPRO INNOVATION DE
ERNESTO ZARAGOZA, S.A DE C.V.                      MEXICO, S.A. DE C.V.


                                   WITNESSES:


C.P. NANCY I. GONZALEZ  ROSAS                      C.P. MARGARITA GARCIA MORALES