EXHIBIT 10.94.1


                         AMENDED SECURED PROMISSORY NOTE
                                    (PAGARE)

                 (AMENDED AND RESTATED AS OF DECEMBER 18, 2001)

U.S. $47,702,128.00                                              October 5, 2000


         FOR VALUE  RECEIVED,  the  undersigned,  TEX  TRANSAS,  S.A. de C.V., a
corporation  formed  under the laws of the  Republic of Mexico (the  "Company"),
hereby  promises  to pay to  TARRANT  MEXICO,  S. de R.L.  de  C.V.,  a  limited
liability company formed under the laws of the Republic of Mexico (the "Payee"),
the principal sum of Forty-Seven  Million Seven Hundred Two Thousand One Hundred
Twenty-Eight United States Dollars (U.S. $47,702,128.00), together with interest
from  the  date  hereof  on the  unpaid  principal  balance  from  time  to time
outstanding at the rate of eight and one-half  percent (8.5%) per year (computed
on the basis of a  365-day  year),  at the  times  and  place  set forth  below.
Principal  and interest on this Note shall be payable in sixty (60)  consecutive
equal monthly installments of U.S. $591,437.10, with the entire remaining unpaid
principal  balance,  together with all accrued and unpaid interest thereon,  due
and payable in full on October 5, 2005.

         The  principal  of and  interest  on this Note  shall be paid in lawful
money of the United States of America at the principal office of the Payee, 3151
East Washington Boulevard, Los Angeles, California 90023, or at such other place
as, from time to time, may be designated by the Payee.

         In no event shall interest  payable  hereunder  exceed the maximum rate
permitted by applicable  law, and in the event that the rate of interest  stated
herein shall at any time during the term hereof exceed such highest lawful rate,
the interest payable  hereunder shall,  during such period,  be deemed to be the
highest lawful rate.

         The Company shall have the right, at any time and from time to time, to
prepay all or any portion of this Note without penalty or premium,  but any such
prepayment  shall be applied first against  interest which has accrued as of the
date thereof and then against the unpaid principal balance.

         If this Note is not paid when due,  the Company  shall pay all costs of
collection  incurred by the Payee,  including,  but not  limited to,  reasonable
attorneys' fees and costs, whether or not suit is filed on this Note.

         This  Note is the  promissory  note  referred  to in  Section 3 of that
certain  Equipment  Purchase  Agreement  dated  October 5, 2000 (the  "Equipment
Purchase  Agreement"),  by and between  the  Company and the Payee.  The Company
hereby waives demand,  presentment,  notice, protest and notice of dishonor and,
in particular,  the  requirements  and formalities  established by Articles 126,
127, 128, 139, 142, 143, 148, 149 and 155 of the Ley de Titulos y Operaciones de
Credito.

         This  Note  shall  be  governed  by,  and  construed  and  enforced  in
accordance  with,  the laws of the State of  California  applicable to contracts
made and to be performed wholly within that State.

         This Note is secured by that certain Pledge Security Agreement dated as
of October 5, 2000, by and between the Company and the Payee.

         The  Payee,  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


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a default or  enforcement of this Note, and (ii) waives and agrees not to assert
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.

         IN WITNESS  WHEREOF,  the Company has caused  this Note to be signed by
its authorized  officer as of the fifth day of October, 2000.


TEX TRANSAS, S.A. de C.V.


By       /S/ KAMEL NACIF
   ---------------------------------
         Authorized Representative