EXHIBIT 10.3



                        MERCANTILE FOMENTATION AGREEMENT


      Private mercantile fomentation agreement and other adjustments entered
into between parties qualified below, pursuant to provisions and conditions
agreed and accepted as follows:

I - INTRODUCTION

CONTRACTOR - SELLER
Corporate name:
Gen.Taxpayer's Reg.(CNPJ)
Address:

CONTRACTOR - SELLER REPRESENTATIVES
Name:                        :
Ind. Taxpayer's Reg.(CPF)    :

<TABLE>
<CAPTION>
CONTRACTED PARTY - BUYER
Corporate name:              : UCS FOMENTO COMERCIAL S/A
Gen.Taxpayer's Reg.(CNPJ)    : 04.526.926/0001-76
State Enrollment:            : EXEMPT
<S>                          <C>                                  <C>
Address:                     RUA PAMPLONA, 1005, 4O AND. CJ. 4A   - CEP(ZIP): 01405-030
                             City: SAO PAULO   State: SAO PAULO   Phone/Fax: (11)3266-4264
</TABLE>

II - CLAUSES AND CONDITIONS OF THE AGREEMENT

      CLAUSE 1 - The present agreement aims at the mercantile fomentation of
Contractor/Assignor's activities by the Contracted Party/Assignee, upon
cumulative and continuous service render for consultancy on credit, market, risk
selection, credit administration, follow-up of accounts receivable and payable
and/or services as may be from time to time expressly requested, together with
total or partial purchase of credit rights resulting from mercantile sales
and/or service render, for payment on account, performed by the
Contractor/Assignor.
      SOLE PARAGRAPH - In view of the present mercantile fomentation agreement,
the Contractor/Assignor hereby declare that it knows and accepts both system and
conditions regarding Mercantile Fomentation - FACTORING, specially transfer of
title of its rights as from time to time may be granted to the Contracted
Party/Assignee, which will become the legal owner of the same, all in compliance
with articles 286 to 298 and 594 of the Civil Code and pursuant to terms of
article 28, ss.1, item "c" 4, of law 8.981 dated January 20, 1995, of Resolution
2.144, dated February 22, 1995, of the National Monetary Council, Circular
Letter 1359 dated September 30, 1998, of Central Bank of Brazil, by articles 15
of Law 9.249/95, 58 of law 9.430/96, 58 of law 9.532/97 and Decree 4494/2002.

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      CLAUSE 2 - Assignment of rights by Contractor/Assignor will occur on a
"pro-soluto" basis, the same being responsible for all obligations pertaining to
assignment of rights based on articles 286 to 298 of the Civil Code and ordinary
legislation as applicable.
      PARAGRAPH 1 - It is hereby agreed that the Contractor/Assignor is obliged
to answer before the Contracted Party/Assignee for risks and losses of credit
rights occasionally granted, in case of exceptions as to legitimacy, legality
and veracity thereof, undertaking, in this act, to reimburse values paid by the
Contracted Party/Assignee and legal arrears interest.
      PARAGRAPH 2 - Upon Contracted Party/Assignee' sole discretion, values due
by the Contractor/Assignor as defined in this clause may be compensated in
subsequent credit right assignments. Such criterion of value reimbursement
constitutes a mere liberality of the Contracted Party/Assignee, and the
Contractor/Assignor is not entitled to claim about the mode or term of value
compensation.
      PARAGRAPH 3 - Parties expressly recognize that, through the present
instrument, conjugated with additive/"borderos" representing the assignment of
rights delivered to the Contracted Party/Assignee, transfer of title for rights
over credits described in the same is performed to the Contracted
Party/Assignee.
      PARAGRAPH 4 - The Contractor/Assignor is obliged, in this act, to indicate
in above-mentioned additives/"borderos", the person with specific powers, by
force of an express mandate to, in its name, sign the assignment. The
mandataries should be indicated under an additive term to the present
instrument, which will have the same force as a power of attorney.

      CLAUSE 3 - The Contractor/Assignor will send to the Contracted
Party/Assignee the documents representing the credit rights of transferred
deeds, evidencing the sales of goods and/or service render.
      PARAGRAPH 1 - The Contractor/Assignor, upon its discretion, may not
deliver copies of fiscal invoices and delivery vouchers of goods or services
mentioned in the heading; in this case, it should keep them under its custody
and responsibility, in the capacity of trustee, it being obliged to deliver
them, if requested to do so, within forty-eight (48) hours counted from the
request, otherwise, bonds regarding such documents will be considered vitiated,
with the consequent obligation of resale as provided in Clause 5.
      PARAGRAPH 2 - For all effects of this agreement, the Contractor/Assignor
in this act appoints as a Trustee its legal representative undersigned, who is
obliged to keep his custody of the documents referred to in Paragraph 1.

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      CLAUSE 4 - The Contractor/Assignor, who is civil and criminally
responsible for legality, veracity and legitimacy of the credit rights granted,
is obliged to communicate the Contracted Party/Assignee, within a 48 hour
period, any claim, modification or cancel as to services originating the rights
negotiated with the Contracted Party/Assignee.
      SOLE PARAGRAPH - The "pro soluto" condition agreed in Clause 2 above will
be automatically annulled, thereby becoming a "pro solvendo" condition, and thus
the Contractor/Assignor assumes full responsibility for the payment of credits
negotiated, specially:

      (I) If the credits are object of other type of sale, adjustment or
burdening, without the prior and express consent by the Contracted
Party/Assignee;

      (II) If the credits involved in the negotiation with the Contracted
Party/Assignee can offer a chance for compensation argument and/or another way
to reduce or modify any of the conditions of credit rights negotiated; and

      (III) If the lack of payment by the drawee results from:

            a)    an act of the Contractor/Assignor's responsibility;
            b)    any exception, defense or justification of the drawee based on
                  a fact of Contractor/Assignor's responsibility or contrary to
                  the terms of this agreement;
            c)    any exception, defense or justification of the drawee based
                  either on disclaimer or partial acceptance of the service or
                  any type of arrears or default by the Contractor/Assignor with
                  the drawer;
            d)    Drawee's judicial or extrajudicial claim against the
                  Contractor/Assignor.

      CLAUSE 5 - After completing the operation and if the occurrence of vices
or any other exceptions as to the origin of bond(s) negotiated has been
confirmed, the Contractor/Assignor is obliged to repurchase them from the
Contracted Party/Assignee for the face value negotiated, added of a 10% (ten
percent) fine and 1% (one percent) arrears interest per month, within the thirty
(30) day period, under penalty of administrative and judicial collection.

      CLAUSE 6 - Services rendered to the Contractor/Assignor, according to
article 594 of the Civil Code and pursuant to terms of law 8981 dated 01/20/95,
imply a payment of a value which is freely negotiated among parties, which will
be the result of application of a percentage over the face value of the
Additive/"bordero" or a fixed value by "bordero" unit, collected "ad valorem"
from 0.25% to 3.00%, submitted to analysis and approval by the Contracted
Party/Assignee, for realization of each operation.

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      CLAUSE 7 - By the assignment of credit rights, the Contracted
Party/Assignee will pay the value as negotiated and adjusted in
Additive/"Bordero of each operation, by application of the Purchase factor and
characterized as sales of rights in cash. The transfer of bonds granted by the
Contractor to the Contracted Party will be performed as admitted in law, the
Contractor/Assignor becoming its sole and legitimate owner.

      CLAUSE 8 - The Contractor/Assignor, when authorized by the Contracted
Party/Assignee, may receive in its cash the credit negotiated, applying arrears
interests and fines whenever the receipt so requires.
      PARAGRAPH 1 - the Contractor/Assignor must transfer the values specified
in this clause to the Contracted Party/Assignee in the first business day after
that in which the receipt has occurred.
      PARAGRAPH 2 - Occasional differences in credit values of the Contracted
party/Assignee accepted for receipt in the Contractor/Assignor's cash will be
compensated as described in Clause 2 above.
      PARAGRAPH 3 - Receipt of credits owned by the Contracted Party/Assignee at
the Contractor/Assignor's cash may be performed only upon prior and express
agreement by the Contracted Party/Assignee.

      CLAUSE 9 - The present agreement is signed for indeterminate time. It can
be cancelled upon a mere written communication by one of the parties. The
present agreement will become null and void of full right in case of assignment
for the benefit of creditors, bankruptcy or liquidation of the
Contractor/Assignor or further by non-compliance with any clause of this
agreement. In any event, provisions of the sole paragraph of this clause
applies.
      SOLE PARAGRAPH - In any case of rescission of the present agreement,
Contracted Party/Assignee's right to receive all credits which have been granted
to it will subsist.

      CLAUSE 10 - Parties grant to this agreement the condition of extrajudicial
bond, pursuant to articles 583 and 585 of the Civil Process Code, with
possibility of specific execution.

      CLAUSE 11 - Omitting cases will be settled both by the legislation in
force and the general principles of mercantile law.

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      CLAUSE 12 - The forum of the county of Sao Paulo is elected to settle any
disputes derived from the present instrument, with exclusion of any other, the
most privileged it may be.

                                                       Sao Paulo, ________  2004

Signed:

__________________ - Contractor
UCS FOMENTO COMERCIAL S/A - Contracted Party
Representative:

Witnesses:

Name: ______________                           Name: _____________
RG: ________________                           RG: _______________
Address: ___________                          Address: ___________