CONSULTING AGREEMENT

      This Agreement, (the "Agreement") is being made this 1st day of April,
2006 between Nuevo Financial Center, Inc. (the "Company"), having its principal
offices at 2112 Bergenline Avenue, Union City, New Jersey 07678, and Sebastian
Giordano (the "Consultant"), having his principal offices at 149 Schweitzer
Lane, Bardonia, New York 10954.

                                   WITNESSETH:

      NOW, THEREFORE, in consideration of the mutual premises and agreements
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:

      1.    Nature of Agreement.

                  The Company hereby engages the services of the Consultant, and
            the Consultant agrees to provide consulting services to the Company,
            upon the terms and conditions contained herein.

      2.    Term of Agreement.

            (a) This Agreement is for a term of three-year term, commencing as
            of April 1, 2006 (the "Commencement Date") and continuing until
            March 31, 2008 (the "Expiration Date") (together, the "Term"),
            unless sooner terminated as provided herein in Section 14, or unless
            the Agreement is extended by mutual consent as provided herein in
            Section 2(b).

            (b) No later than six (6) months prior to the Expiration Date, the
            Board of Directors (the "Board") of the Company shall notify the
            Consultant, in writing, of the Company's intent to extend the
            Agreement Term beyond the Expiration Date; however, if the Board and
            the Consultant shall be unable to agree to the terms of such
            extension, at least four months prior to the Expiration Date, this
            Agreement shall terminate on the Expiration Date.

      3.    Scope of Services as Consultant.

                  During this Agreement, the Consultant shall provide consulting
            services to the Company. In performance of his duties, Consultant
            shall be subject to the direction of the Board. Consultant shall be
            available to travel as the needs of the business require; provided,
            however, that the Consultant shall not be required to relocate his
            principal residence should the Company, or its successor or
            assigned, elect to relocate its principal executive offices outside
            of the Metropolitan area; such event which shall be construed as a
            Change of Control Event (as defined herein in Section 7).

                  The Consultant is an independent contractor and is not an
            employee, officer or director of the Company. The Consultant is not
            retained to perform accounting, auditing, financial or tax services
            and is not responsible for independently verifying the accuracy of
            information generated by the Company. Nor does the Consultant have
            any authority, expressed or implied, with regard to the Company's
            actions related to the payment or non-payment of any past, present
            or future obligations of the Company, including, but not limited to,
            all federal, state, or local franchise, income, payroll, sales
            taxes, or any other taxes, of any kind, required to be reported,
            filed and paid by the Company.
<PAGE>

      4.    Consulting Fee.

            (a) As compensation for his services hereunder, the Company shall
            pay Consultant, during the first year of Agreement (April 1, 2006
            through March 31, 2007), a Consulting Fee at the annual rate of
            $250,000 (the "2006 Base Consulting Fee"), payable as follows: (i)
            $12,500 per month, or the annual rate of $150,000 (the "2006 Cash
            Consulting Fee") until the completion of the Company's financing
            (the "Financing Deal"), which is contemplated to close during the
            third quarter of 2006 for a minimum of $5mm - PIPE or standard
            secondary deal, at which time, the 2006 Cash Consulting Fee changes
            to $16,667 per month, or the annual rate of $200,000 and there will
            be a one-time cash catch-up payment, payable within five business
            days after the closing of the Financing Deal, to compensate
            Consultant for difference between $12,500 and $16,667 per month from
            the Commencement Date through the closing date of the Financing
            Deal. If the Financing Deal is not completed by October 31, 2006 the
            Company and Consultant will negotiate by no later than December 31,
            2006, a resolution for the payment of the difference between the
            2006 Cash Consulting Fee ($150,000) and 2006 Base Consulting Fee
            ($200,000); and (ii) $50,000, which accrues and is deferred until
            April 2007 (the "2006 Accrued Consulting Fee") until the revenue run
            rate target of $10mm is achieved. At that time, the 2006 Accrued
            Consulting Fee will become payable at the rate of $4,167 per month
            for twelve consecutive months. However, when the average revenue
            rate reaches $15mm, the balance of the 2006 Accrued Consulting Fee
            is paid, in full, within 90 days. Note: For purposes of the
            determining the payment of the 2006 Accrued Consulting Fee, revenues
            will be determined by a minimum average monthly rate of $833,000 per
            month for the 4Q 2006. If revenue target is not achieved in 2006,
            the 2006 Accrued Consulting Fee balance carries over into 2007 until
            target revenues are achieved.

            (b) During the second year of Agreement (April 1, 2007 through
            December 31, 2007), the Company shall pay Consultant a Consulting
            Fee at the annual rate of $300,000 (the "2007 Base Consulting Fee"),
            payable as follows: (i) $20,833 per month, or the annual rate of
            $250,000; and (b) $50,000 accrues and deferred (the "2007 Accrued
            Consulting Fee") until Jan 2008 until the (actual or run rate)
            revenue target of $15mm is achieved. At that time, the 2007 Accrued
            Consulting Fee will become payable at the rate of $4,167 per month
            for twelve consecutive months. As revenue increases, any remaining
            2006 Accrued Consulting Fee may also be triggered, if such revenue
            target has not been previously achieved. However, when the revenue
            run rate reaches $25mm, the balance of the 2007 Accrued Consulting
            Fee is paid, in full, within 90 days. For the purposes of
            determining the payment of the 2007 Accrued Consulting Fee, revenues
            will be determined by a minimum average monthly rate of $1,250,000
            per month for the 4Q 2007. If revenue target is not achieved in
            2007, the 2007 Accrued Consulting Fee balance (and any unpaid 2006
            Accrued Consulting Fee, if any) carries over into 2008 until target
            revenues are achieved.

            (c) During the third year of Agreement (January 1, 2008 through
            December 31, 2008), the Company shall pay Consultant a Consulting
            Fee at the rate of $350,000 (the "2008 Base Consulting Fee"),
            payable as follows: (i) $25,000 per month, or the annual rate of
            $300,000; and (b) $50,000 accrues and deferred (the "2008 Accrued
            Consulting Fee") until Jan 2009 until the (actual or run rate)
            revenue target of $25mm is achieved. At that time, the 2008 Accrued
            Consulting Fee will become payable at the rate of $4,167 per month
            for twelve consecutive months. As revenue increases, any remaining
            2006 and 2007 Accrued Consulting Fee may also be triggered, if such
            revenue target has not been previously achieved. Moreover, when the
            revenue run rate reaches $35mm, the balance of the 2008 Accrued
            Consulting Fee is paid, in full, within 90 days. For the purposes of
            determining the payment of the 2008 Accrued Consulting Fee, revenues
            will be determined by a minimum average monthly rate of $2,083,000
            per month for the 4Q 2008. If this Agreement is not extended beyond
            the Termination Date and revenue target is not achieved in 2008, the
            2008 Accrued Consulting Fee balance (and any unpaid 2006 and/or 2007
            Accrued Consulting Fee, if any) will be paid over twelve equal
            monthly installments beginning as of the Expiration Date.
            Alternatively, if this Agreement is extended beyond the Expiration
            Date, then the 2008 Accrued Consulting Fee balance (and any unpaid
            2006 and/or 2007 Accrued Consulting Fee, if any) carries over into
            2009.
<PAGE>

      5.    Incentive Fees.

                  During each year of this Agreement, Consultant shall be
            eligible to earn annual Incentive Fees. Incentive Fee criteria and
            amounts will be determined no later than 30 days prior to the
            beginning of each calendar year and will be mutually agreed to
            between the Consultant and the Board. In general, such Incentive Fee
            criteria will consist of performance milestones related to revenues,
            market capitalization and operational objectives. The following
            Incentive Fees have been established for calendar year 2006:

            (a)   Revenue.

                  For the year ended December 31, 2006, Consultant shall receive
            an Incentive Fee (the "Revenue Incentive") of $100,000 or $50,000,
            provided (actual or run rate) revenues reach $10mm or $5mm,
            respectively. For purposes of determining if either Revenue
            Incentive has been earned, revenues for the fourth quarter of
            calendar year 2006, should average $833,000 per month ($10mm per
            annum rate), or average $416,000 per month ($5mm per annum rate),
            respectively. Such Revenue Incentive, if earned, would be paid to
            the Consultant in a lump sum, no later than March 31st 2007.

            (b)   Market Capitalization.

                  For the period ended March 31, 2007, Consultant shall receive
            an Incentive Fee (the "Market Cap Incentive") of $250,000, $150,000
            or $75,000, provided the Company's market capitalization for the
            fourth quarter of 2006 averages $100mm, $75mm, or $50mm,
            respectively. Such Market Cap Incentive, if earned, would be paid to
            the Consultant in a lump sum no later than April 30, 2007.

            (c)   Company Objectives.

                  For the year ended December 31, 2006, Consultant shall receive
            an Incentive Fee (the "Company Objective Incentive") of $50,000,
            provided that all three of the following objectives are accomplished
            in 2006: (i) Internal management information systems consisting of a
            customer database and point-of-sale system that are in place, and
            fully-functional at every store and at headquarter; (ii) hiring key
            management personnel, which positions shall be identified and agreed
            to by the Consultant and the Board consent no later than May 31,
            2006 and should include at least a Chief Financial Officer, and
            other key executive positions or functions to be determined by CEO
            and Board; and (iii) the completion of a franchise offering circular
            and commencement of a franchise program. Such Company Objective
            Incentive, if earned, would be paid to the Consultant in a lump sum
            no later than March 31, 2007.

            (d) In connection with the Incentive Fee, if at the time any such
            Incentive Fee payments are due, it is determined that the Company
            does not have sufficient cash to pay any such lump sum Incentive Fee
            or Fees, the Board reserves the right to offer the Consultant a
            reasonable pay-out proposal, or the option to receive free and clear
            tradable Common Stock of the Company in an amount equal to the
            Incentive Fee or Fees amounts earned. In the event payment is made
            with the Common Stock of the Company, the value of each share of
            Common Stock will be determined by the average closing price for the
            20 days prior to end of the first quarter of 2007.
<PAGE>

      6.    Financing Deal Incentive.

                  In addition to the Incentive Fees outlined in Section 5 above,
            the Consultant shall receive, an additional Incentive Fee in the
            amount of $100,000 based upon the completion of a minimum $5,000,000
            Financing Deal (the "Financing Deal Incentive"). The Financing Deal
            Incentive will be paid in a lump-sum no later than fifteen (15)
            business days after the closing of the Financing Deal.

      7.    Warrants.

            (a) Upon execution of this Agreement, the Consultant shall be
            granted warrants (the "Warrants") to purchase up to 4% of the fully
            diluted shares of all classes of stock outstanding; estimated to be
            approximately 1.1million shares, as calculated based upon the
            completion of the Vision Capital Bridge Financing Deal ("Vision
            Deal"); at an exercise price of $0.80 per share. If the Company
            share price is below $0.80 at time of the Financing/PIPE deal then
            both parties agree to renegotiate option exercise price within two
            weeks after the subsequent release of the 10Q or 10K after the
            financing/PIPE deal. One third of such Warrants shall be issued on
            December 31st of each year of the Agreement, so long as the
            Consultant is still engaged by the Company at such time. The form of
            such Warrants shall be consistent with the warrants issued as part
            of the Vision Deal.

            (b) In the event of termination of this Agreement by the Company
            without cause, all Warrants not yet issued as of the date of the
            termination, shall vest in full on such date.

            (c) In the event of a future disposition of the properties and
            business of the Company, in case of a change of ownership greater
            than 60% of the Company, whether by merger, consolidation, sale of
            assets, sale of stock, or otherwise (each, a "Change of Control
            Event"), then all Warrants not vested as of the date of the Change
            of Control Event shall be issued in full on such date and, in
            addition, if applicable, all Warrants will be included in any sale
            of the Company's stock on a pro-rate basis with other shareholders.

            (d) In the event of future disposition(s), by the Company's current
            10 largest shareholders on record at the Commencement Date, of more
            than 60% of the aggregate number of shares of Common Stock held by
            such shareholders as of the date of the Financing Deal, the
            cumulative effect of such sales of stock shall be considered a
            Change of Control Event and, as such, then all Warrants not issued
            as of the date of the Change of Control Event shall vest on a
            pro-rata basis after the 60% limit is reached.

            (e) The Warrants shall be subject to all of the terms of the Plan
            and shall be evidenced by a stock Warrants grant certificate or
            certificates that shall be issued by the Company. The Company
            acknowledges that Warrants have not been delivered and agrees that
            certificates evidencing the Warrants shall be delivered to
            Consultant within 60 days after the date hereof. If the Financing
            Deal is completed after the issuance of said certificates, the final
            adjustment as discussed in Section 7(a) above will result in either
            the immediate issuance or return of certificates.
<PAGE>

      8.    Expenses.

            (a) During the Agreement Term, the Company will pay Consultant for
            certain monthly expenses as outlined in this Section 8(a). Such
            covered expenses are outlined as follows: (i) a $400 car allowance;
            (ii) the actual cost of business travel expenses (gas, tolls, and
            parking) incurred when on business for the Company;and (iii) 50% of
            the Consultant's then current health insurance premium, whether or
            not such health insurance is provided by the Company, which is
            capped at $500 per month.

            (b) The Company shall provide the Consultant with a cellular phone
            to be used in the conduct of Consultants duties at no cost to the
            Consultant.

            (c) The Company shall provide the Consultant with a laptop computer,
            at a cost not to exceed $1,000 or reimburse Consultant the up to
            $1,000 for the cost of a laptop to be utilized in the scope of his
            duties.

      9.    Other.

            (a) Consultant is entitled to be away from the engagement for four
            (4) weeks per year; however, the Company is still required to pay
            the Consulting Fee.

            (b) Such time away shall be cumulative and a maximum of one week per
            year may be carried over to ensuing years. If any time away is
            carried over, Consultant shall make his best efforts to schedule
            such time away as to minimize conflict with the Company's reasonable
            business needs.

      10.   Representations and Warranties of Company.

            (a) Notwithstanding the fact that the Company needs to complete the
            Financing Deal to fund its revised business strategy, the Company
            represents and warrants that upon execution of this Agreement, it
            has the financial resources to fulfill its obligations under this
            Agreement, at least as it pertains to the payment of Cash Consulting
            Fee and Expenses during the first year of the Agreement.

            (b) Further, the Company is current on all of its tax payments and
            reporting, including, but not limited to such liabilities related to
            payroll, sales and income tax obligations.

            (c) The Company is not a party to any lawsuit or aware of any
            complaint or notice of intent to file a lawsuit suit against the
            Company, or any of its officers and/or directors.

      11.   Representations and Warranties of Consultant.

                  Consultant represents and warrants that (a) Consultant is
            under no restriction which would prevent the Consultant from
            performing his duties hereunder and (b) Consultant has no physical
            or mental disability that would hinder his performance of duties
            under this Agreement.

      12.   Non-Competition.

                  Consultant agrees that he will not (a) during the period he is
            employed under this Agreement, engage in, or otherwise directly or
            indirectly be employed by, or act as consultant or lender to, or be
            a director, officer, Consultant, owner, member, or partner of, any
            other business or organization that is or shall then be competing
            with the Company (as a retail provider of financial and
            telecommunication products focused on targeting Hispanic and other
            ethnic communities) within a 5-mile radius), and (b) for a period of
            one year after he ceases to be employed by the Company upon
            expiration of this Agreement or three years if the Consultant is
            terminated by the Company :for "cause" or if the Consultant
            voluntarily terminates this Agreement prior to the Expiration Date,
            except that in each case the provisions of this Section 13 will not
            be deemed breached merely because the Consultant owns more than five
            percent (5.0%) of the outstanding common stock of a corporation, if,
            at the time of its acquisition by Consultant, such stock is listed
            on a national securities exchange, is reported on NASDAQ, or is
            regularly traded in the over-the-counter market by a member of a
            national securities exchange.
<PAGE>

      13.   Termination of Agreement.

            (a) Notwithstanding anything contained herein, on or after the date
            hereof, and prior to the Expiration Date, the Company and the
            Consultant shall each have the right to terminate this Agreement,
            without cause, upon 5 days written notice to the other party to this
            Agreement.

            (b) In the event that this Agreement is terminated by the Company
            "without cause" pursuant to Section 14(a), then Consultant shall be
            entitled to receive through the date on which such termination shall
            take effect, only: (i) his unpaid Base Consulting Fee, on a pro-rata
            per diem basis, at the rate provided in Section 4 and earned
            Incentive Fees under Sections 5 and 6; (ii) accrued but unpaid
            Consulting Fee and deferred Consulting Fee on a per-diem basis,
            bonuses, vacation, and expenses as provided in Sections 4, 5, 6, 8
            and 9; and (iii) break-up fee (the "Break-Up Fee "), in an amount
            equal to the Cash Consulting Fee applicable to the year such
            termination occurs. However, in the event that the Consultant has
            earned the right to receive the Base Consulting Fee at the time of
            the termination, then the Base Consulting Fee becomes the amount of
            the Break-Up Fee Payment. All payments, other than the Break-Up Fee
            Payment are due within 10 business days of the Termination Date. See
            Section 14(c) for Break-Up Fee guidelines. In addition, all Warrants
            which have not yet vested as of such date shall immediately vest.

            (c) Any Break-Up Fee due under this Agreement pursuant to Section
            14(b), concerning termination Without Cause, shall be payable in
            twelve equal monthly installments beginning as of the date of
            Termination, provided that in the year of such termination the
            following applies: (i) the Company's Market Capitalization is
            greater than $75mm at Dec. 31, 2006 or greater than $100mm from Dec.
            31, 2007 and thereafter; (ii) for the previous three months prior to
            any termination, revenues are greater than $10mm, if termination
            occurs in year 1, revenues are greater than $15mm, if termination
            occurs in year 2 and revenues are greater than $20mm, if termination
            occurs in year 3; and (iii) as of the date of termination, the
            Company has not been required to pay the proceeds of any litigation
            it has lost, where such award exceeds 5% of the Company's total
            assets.

            (d) In the event this Agreement is terminated by the Consultant
            pursuant to Section 14 (a), the Consultant agrees to remain with the
            Company for a reasonable transition period, not to exceed 30 days,
            if desired by the Company, as to enable the Company to find a
            suitable successor for Consultant' and the Consultant shall be
            entitled to receive, through the transition period discussed above,
            only, (i) his unpaid Base Consulting Fee, on a per-diem basis, at
            the rate provided in Section 4 and earned Bonuses under Sections 5
            and 6; and (ii) accrued but unpaid Consulting Fee and deferred
            Consulting Fee on a per-diem basis, Incentive Fees, time away pay,
            and expenses as provided in Sections 4, 5, 6, 8 and 9. Consultant
            agrees to act on a consultancy basis if requested by Company. All
            such payments are due within 10 business days of the Date of
            Termination. In addition, Consultant forfeits any Warrants not yet
            vested.

            (e) Notwithstanding anything contained herein, prior to the end of
            this Agreement, Consultant may be terminated "For Cause" (as defined
            below). In such event, the Company shall have the right to give
            notice of termination of Consultant's services hereunder as a date
            to be specified in such notice, and this Agreement shall terminate
            on the date so specified. Termination "For Cause" shall mean the
            Consultant shall have: (i) been convicted of a felony; (ii)
            committed any act or omit to take any action in bad faith and to the
            detriment of the Company; (iii) repeatedly failed to follow
            commercially reasonable directions of the Board, provided Consultant
            had been previously notified, in writing, of such failures, (iv)
            committed an act of fraud against the Company; or (v) materially
            breached any term of this Agreement and failed to correct such
            breach within ten days after written notice of commission thereof.
            In the event that this Agreement is terminated "For Cause" pursuant
            to Section 14(d), then Consultant shall be entitled to receive,
            through the date on which termination shall take effect, only, his
            unpaid Base Consulting Fee at the rate provided in Section 4 and
            earned Bonuses under Sections 5 and 6; and (ii) accrued but unpaid
            Consulting Fee, deferred Consulting Fee, Incentive Fees, time away
            pay, and expenses as provided in Sections 4, 5, 6, 8, and 9. All
            such payments are due within 10 business days of the Date of
            Termination.
<PAGE>

            (f) In the event the Consultant shall be physically or mentally
            incapacitated or disabled or otherwise unable fully to discharge his
            duties hereunder for a period of three consecutive months, then this
            Agreement shall terminate upon 90 days' written notice to
            Consultant, and no further compensation shall be payable after such
            90 day period, except (i) as may be otherwise be provided under any
            disability policy; and (ii) any accrued but unpaid Consulting Fee,
            accrued Consulting Fee, Incentive Fees, time away pay, and expenses
            as provided in Sections 4, 5, 6, 8 and 9. All such payments are due
            within 10 business days of the Date of Termination. In addition, all
            Warrants which have not yet vested as of such date shall vest on
            schedule.

            (g) In the event that Consultant shall die, the this Agreement shall
            terminate in the date of the Consultant's death, and no further
            compensation shall be payable to the Consultant, except (i) as may
            otherwise be provided under any insurance policy or similar
            instrument; and (ii) any accrued but unpaid Consulting Fee,
            Incentive Fees, time away pay, and expenses as provided in Sections
            4, 5, 6, 8 and 9. All such payments are due within 10 business days
            of the Date of Termination. In addition, all Warrants which have not
            yet vested as of such date shall vest on schedule.

      14.   Confidential Information.

                  All confidential information which Consultant may now possess,
            may obtain during the term of the Agreement, or may create prior to
            the period of the term of the Agreement he is employed by the
            Company under this Agreement, relating to the business of the
            Company or any customer or supplier of the Company shall not be
            published, disclosed, or made accessible by him to any other person,
            firm, corporation or entity during the term of the Agreement or any
            time thereafter without the prior written consent of the Company.
            Consultant shall return all tangible evidence of such confidential
            information to the Company prior to or at the termination of his
            Agreement.

      15.   Survival.

                  The covenants, agreements, representations, and warranties
            contained in or made pursuant to this Agreement shall survive
            Consultant's termination of Agreement, irrespective of any
            investigation made by or on behalf of any party.

      16.   Modification.

                  This Agreement sets forth the entire understanding of the
            parties with respect to the subject matter hereof, supersedes all
            existing agreements between them concerning such subject matter, and
            may be modified only by a written instrument duly executed by each
            party.
<PAGE>

      17.   Notices.

                  Any notice or other communication required or permitted to be
            given hereunder shall be in writing and shall be by certified mail,
            return receipt requested, or delivered against receipt to the party
            to whom it is given at the address of such party set forth in the
            preamble to this Agreement. Notice to the estate of the Consultant
            shall be sufficient if addressed to Consultant as provided in this
            Section 14. Any notice or other communication given by certified
            mail shall be deemed given at the time of certification thereof,
            except for a notice of changing a party's address which shall be
            deemed given at the time of receipt thereof.

      18.   Waiver.

                  Any waiver by either party of a breach of any provision of
            this Agreement shall not operate as or be construed to be a waiver
            of any other breach of such provision or of any breach of any other
            provision of this Agreement. The failure of a party to insist upon
            strict adherence to any term of this Agreement on one or more
            occasions shall not be considered a waiver or deprive that party of
            the right thereafter to insist upon strict adherence to that term or
            any other term of this Agreement. Any waiver must be in writing.

      19.   Binding Effect. Assignment.

                  Consultant's rights and obligations under this Agreement shall
            not be transferable by assignment or otherwise, such rights shall
            not be subject to encumbrances or the claims of Consultant's
            creditors, and any attempt to do any of the foregoing shall be void.
            The provisions of this Agreement shall be binding upon and inure to
            the benefit of Consultant, and shall be binding upon and inure to
            the benefit of the Company and its successors and assigns. In the
            case of a Change of Control Event, the Company may elect to assign
            this Agreement and all of its rights and obligations hereunder to
            the acquiring or surviving entity. In the case of a Change of
            Control Event, if (i) the Company does not elect to assign this
            Agreement, or (ii) Consultant elects not to accept such assignment
            (which Consultant may do in his sole discretion), then Consultant
            shall be entitled to receive (i) his unpaid Base Consulting Fee at
            the rate provided in Section 4 and earned Bonuses under Sections 5
            and 6; (ii) accrued but unpaid Consulting Fee, deferred Consulting
            Fee, bonuses, time away, and expenses as provided in Sections 4, 5,
            6, 8 and 9; and (iii) Break-Up Fee (the "Break-Up Fee Payment"), in
            an amount equal to the Cash Consulting Fee applicable to the year
            such termination occurs. However, in the event that the Consultant
            has earned the right to receive the Base Consulting Fee at the time
            of the termination, then the Base Consulting Fee becomes the amount
            of the Break-Up Fee Payment. All payments, other than the Break-Up
            Fee Payment are due within 10 business days of the Termination Date.

      20.   Governing Law.

                  This contract shall be governed by and construed in accordance
            with the laws of the State of New Jersey. Any disputes which arise
            under this contract, even after the termination of this contract,
            will be heard only in the state or federal courts located in the
            State of New Jersey. The parties hereto expressly agree to submit
            themselves to the jurisdiction of the foregoing courts in the State
            of New Jersey. The parties hereto expressly waive any rights they
            may have to contest the jurisdiction, venue or authority of any
            court sitting in the State of New Jersey. Parties waive the right to
            a jury trial.
<PAGE>

      21.   Headings.

                  The headings in this Agreement are solely for the convenience
            of reference and shall be given no effect in the construction or
            interpretation of this Agreement.

            IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date written above.

                                         Nuevo Financial Center, Inc.


                                         By:
                                             -------------------------------
                                             Name:  Jose Araque
                                             Title: Chairman


                                         By:
                                             -------------------------------
                                             Name:  Sebastian Giordano