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                                                                   Exhibit 10.88

                        NON-NEGOTIABLE PROMISSORY NOTE

U.S. $3,000,000.00                                                August 1, 1999

            FOR VALUE RECEIVED, the undersigned hereby promises to pay to
Antonio Haddad Haddad (the "Payee") Three Million United States Dollars (U.S.
$3,000,000.00). without interest, in three equal installments of
U.S.$1,000,000.00 on each of August 31, September 30 and October 29 and November
30, 1999, at the principal executive offices of the undersigned, 3151 East
Washington Boulevard, Los Angeles, California, or at such other place in the
City of Los Angeles as may be designated by the undersigned to the Seller in
writing from time to time.

            Notwithstanding anything to the contrary contained herein or in the
Purchase Agreement (as defined below), the undersigned shall have the right to
set-off against any amount otherwise due hereunder any obligation of any of the
Shareholders (as defined below) to the undersigned under the Purchase Agreement,
including, but not limited to, a claim for indemnification or contribution under
Section 7.2 of the Purchase Agreement (a "claim"); provided, however, that the
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undersigned first shall have delivered to the Shareholders in writing a summary
description of the factual and legal bases for such claim or obligation and an
estimate of the amount thereof. In the event that a claim is based upon the
demand of a person other than the undersigned, which demand is finally
determined by a decision from which no appeal may be taken, the amount of such
claim shall be deemed to have been finally determined thereby and not to be
subject to further arbitration.

            This Note is the promissory note referred to in Section 1.2(a)(ii)
of that certain Agreement for Purchase of Assets dated as of August 1, 1999 (the
"Purchase Agreement"), by and among the undersigned, the Payee, the Parent (as
defined therein), and the Shareholders (as defined therein) , and which contains
provisions for the offset of certain claims or obligations of the undersigned
against any of the Shareholders upon the happening of certain stated events.

            Neither this Note nor any rights hereunder shall be assigned,
pledged, hypothecated or otherwise transferred by the Payee without the prior
written consent of the undersigned in each instance and then subject to the
right of off-set set forth above.

            The validity, construction and interpretation of this Note shall be
governed in all respects by the laws of the State of California applicable to
contracts made and to be performed wholly within that State.

            The Payee and the undersigned each, to the fullest extent it may
effectively do so under applicable law, irrevocably (i) submits to the exclusive
jurisdiction of any court of the State of California or the United States of
America sitting in the City of Los Angeles over any suit, action or proceeding
arising out of or relating to this Agreement, (ii) waives and agrees not to
assert, by way of motion, as a defense or otherwise, any claim that it is not
subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the establishment of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum,
(iii) agrees that a final judgment in any such suit, action or proceeding
brought in any such court shall be conclusive and binding upon such party and
may be enforced in the courts of the United States of America, the State of
California or the Republic of Mexico (or any other courts to the jurisdiction of
which such party is or may be subject) by a suit upon such judgment and (iv)
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof by registered or certified air mail, postage prepaid,
return receipt requested, to CT Corporation at 818 West Seventh Street, Los
Angeles, California 90017 (and each such person hereby irrevocably appoints CT
Corporation as its lawful agent to accept such service of process on behalf of
such person). The Payee and the undersigned each agrees that such service (i)
shall be deemed in every respect effective service of process upon such party in
any such suit, action or proceeding and (ii) shall,

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to the fullest extent permitted by law, be taken and held to be valid personal
service upon and personal delivery to such party.

            Subject to the preceding paragraph, any controversy arising out of
or relating to this Note shall be referred to arbitration before the American
Arbitration Association strictly in accordance with the terms of this Note and
the substantive law of the State of California. The board of arbitrators shall
convene at a place mutually acceptable to the parties in the State of California
and, if the place of arbitration cannot be agreed upon, arbitration shall be
conducted in Los Angeles. The Payee and the undersigned agree to accept the
decision of the board of arbitrators, and judgment upon any award rendered
hereunder may be entered in any court having jurisdiction thereof. Neither party
shall institute a proceeding hereunder until that party has furnished to the
other party, by registered mail, at least thirty (30) days prior written notice
of its intent to do so.

            Nothing in this Note, expressed or implied, is intended to confer
upon any person other than the Payee or the undersigned any rights or remedies
under or by reason of this Note.

            This Note has been reviewed by legal counsel for the Payee and the
undersigned and is the product of informed negotiations between such parties. If
any part of this Note is deemed to be unclear or ambiguous, it shall be
construed as if it were drafted jointly by such parties. Each such party
acknowledges that no party was in a superior bargaining position regarding the
substantive terms of this Note.

            IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed as of the day and year first set forth above.

                                         TAG MEX, INC.


                                         By            /s/ Gerard Guez
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                                                  Authorized  Representative

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