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                                                                     Exhibit 2.3

                      SETTLEMENT AND LIQUIDATION AGREEMENT

THIS SETTLEMENT AND LIQUIDATION AGREEMENT (THE "AGREEMENT") IS ENTERED INTO BY
OPEN PLAN SYSTEMS INC. REPRESENTED BY LIC. RAFAEL AROZARENA CORREA (REFERRED TO
HEREIN AS "OPS") AND SERVICIOS DE INSTALACION DE MOBILIARIO Y ALFOMBRA, S.A. DE
C.V. REPRESENTED BY MR. JAIME SOTO MIRANDA (REFERRED TO HEREIN AS "SIMA"), AND
JAIME SOTO MIRANDA ON ITS OWN BEHALF UNDER THE FOLLOWING DECLARATIONS AND
CLAUSES:

                                  DECLARATIONS

I.   OPS declares through its legal representative that:

          a)   It is a North American company established and existing under the
               laws of the United States of America and its representatives,
               Messrs. Rafael Arozarena and Arturo Munoz Paz, have the necessary
               authority to represent OPS under the terms of this Agreement, in
               accordance with Deed No. 46,955 dated February 14, 2002 given
               under faith of Lic. Javier del Valle Palazuelos, Public Notary
               No. 61 del D.F.

          b)   On January 14, 2000, OPS signed with SIMA an agreement of
               co-investment (the "Joint Venture Agreement") in which the
               parties agreed to create one Sociedad de Responsabilidad Limitada
               de Capital Variable, of which 80% of the capital would be
               provided by OPS and 20% of the capital would be provided by SIMA.

          c)   Under public deed 57,462 dated January 17, 2000, granted before
               Lic. Miguel Alessio Robles Notary 19 of Mexico City, Open Plan
               Systems, S. de R.L. de C.V. ("Systems Sub"), was incorporated.
               OPS subscribed and funded 80% of the capital of Systems Sub
               through payments and loans and SIMA subscribed and funded the
               remaining 20% of the capital of Systems Sub by providing various
               items of equipment to the Systems Sub.

          d)   Under public deed 57,463 dated January 17, 2000, granted before
               Lic. Miguel Alessio Robles Notary 19 of Mexico City, Open Plan
               Servicios, S. de R.L. de C.V. ("Service Sub"), was incorporated.
               OPS subscribed and funded 80% of the capital of Service Sub
               through payments and loans and SIMA subscribed and funded the
               remaining 20% of the capital of Service Sub by providing various
               items of equipment to the Service Sub.

          e)   It is the intention of OPS to execute this Agreement under the
               terms and conditions, described below.

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II.  SIMA declares through its representative that:

     a)   It is a partnership legally formed under the Ley General de Sociedades
          Mercantiles, and its representative, Jaime Soto Miranda, has the
          necessary authority to obligate it which has not been revoked nor
          restricted in any form, which is described in the public deed No.
          57,461 dated January 17, 2000, presented before Lic. Miguel Alessio
          Robles, Notary No. 19 of Mexico City, which is exhibited before said
          Notary who ratifies this agreement.

     b)   On January 14, 2000, OPS signed an agreement of co-investment (the
          "Joint Venture Agreement") in which the parties agreed to create two
          Sociedad de Responsabilidad Limitada de Capital Variable, of which 80%
          of the capital would be provided by OPS and 20% of the capital would
          be provided by SIMA.

     c)   Under public deed 57,462 dated January 17, 2000, granted before Lic.
          Miguel Alessio Robles Notary 19 of Mexico City, Open Plan Systems, S.
          de R.L. de C.V. ("Systems Sub"), was incorporated. OPS subscribed and
          funded 80% of the capital of Systems Sub through payments and loans
          and SIMA subscribed and funded the remaining 20% of the capital of
          Systems Sub by providing various items of equipment to the Systems
          Sub.

     d)   Under public deed 57,463 dated January 17, 2000, granted before Lic.
          Miguel Alessio Robles Notary 19 of Mexico City, Open Plan Servicios,
          S. de R.L. de C.V. ("Service Sub"), was incorporated. OPS subscribed
          and funded 80% of the capital of Service Sub through payments and
          loans and SIMA subscribed and funded the remaining 20% of the capital
          of Service Sub by providing various items of equipment to the Service
          Sub.

     e)   Under petition dated November 27, 2001, a mercantile ordinary judicial
          proceeding before Forty Seventh Judge of the Civil Court was
          initiated, with the file number 848/2001 Secretary "B", in which the
          following individuals RAFAEL AROZARENA CORREA, ARTURO MUNOZ PAZ,
          FERNANDO NORIEGA PINUELA, CRISTINA SANCHEZ JUAREZ, MIGUEL SOBERON
          MAINERO Y CARLOS ARTURO MATSUI SANTANA were duly summoned to trial.

     f)   It is the intention of SIMA to execute this Agreement under the terms
          and conditions, described below.

III. Messrs. RAFAEL AROZARENA CORREA, ARTURO MUNOZ PAZ, FERNANDO NORIEGA
PINUELA, CRISTINA SHCNEZ JUAREZ, MIGUEL SOBERON MAINERO AND CARLOS ARTURO MATSUI
SANTANA declare:

a)   That they are individuals of Mexican citizenship and appear to execute this
     agreement pursuant to being summoned to the proceeding referred in
     Declaration II(e) above.

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IV. Based on the above declarations, the parties agree to execute this Agreement
according with the following:

                                     CLAUSES

FIRST.    The parties making mutual concessions with the purpose of carrying out
the acts set forth in this Agreement and in order to terminate this proceeding
execute this agreement, as represented by their authorized individual
representatives, and agree to the following:

The parties wish to dissolve and liquidate Open Plan systems S. de R.L. de C.V.
and Open Plan Services, S. de R.L: de C.V. (the "Companies"), as follows:

     a)   The parties jointly agree to dissolve and liquidate the Companies. The
          parties have simultaneously executed the minutes of the extraordinary
          shareholders meetings of the Companies in which the dissolution and
          Liquidation is agreed. The parties agree not to initiate any new
          business and to cease all other business operations of the Companies
          effective as of the date of this Agreement. In accordance with Mexican
          law, the responsibilities of the General Directors and Board of
          Managers for the Companies will cease at the time this Agreement is
          executed by the parties.

     b)   The parties jointly agree to designate C.P. Julio Freyssinier as
          liquidator of the Companies (the "Liquidator").

     c)   The Liquidator will liquidate the Companies pursuant to the agreement
          and engagement letter signed by the parties and Liquidator dated
          February 13, 2002 (the "Engagement Letter"). The parties agree that
          OPS shall pay 80% of the liquidation fee and SIMA will pay 20% of the
          liquidation fee, as described in the Engagement Letter. The Liquidator
          shall complete the liquidation according to the liquidation schedule
          included in the Engagement Letter.

     d)   The Liquidator will provide a written notice to the parties when the
          Companies are liquidated, at which time the provisions of Clause
          Fourth will become effective.

SECOND.   In his performance as Liquidator, C.P. Julio Freyssinier will perform
the Liquidation in accordance with the following:

     a)   The Liquidator will perform according to the relating articles of the
          Ley General de Sociedades Mercantiles. The parties agree that due to
          the fact that the parties consider C.P. Julio Freyssinier a person
          completely trustworthy, the parties approve as of this moment the
          final balance of said liquidations to be prepared by C.P. Julio
          Freyssinier.

     b)   The Liquidator will analyze the unaudited financial statements
          corresponding to the third quarter and the fourth quarter of 2001 in
          accordance with the terms of the Engagement Letter. If during the
          liquidation process, OPS or SIMA require the Liquidator to perform
          activities beyond the scope of his responsibilites as described in

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          the Engagement Letter, but within the legal process, the Liquidator
          may conduct such activities with the prior consent of OPS and SIMA. If
          either party withholds such consent, the other party may elect to have
          the Liquidtor perform such additional activities and will assume the
          responsibility for the payment of the additional fees and/or expenses
          corresponding to such additional activities.

     c)   As further stated in Section 3(c) of the Engagement Letter, the
          Liquidator will perform a review of the third and fourth quarter of
          year 2001, with the scope the Liquidator considers necessary under the
          circumstances and report unclear or irregular transactions (if any).
          If any unclear transactions are found by the Liquidator during such
          review, Jaime Soto Miranda shall promptly clarify such unclear
          transactions for the Liquidator. In addition, if there are any
          shortfalls in the books and records of the Companies based on such
          unclear transactions, Jaime Soto Miranda shall pay such respective
          amounts in full in cash to the Companies, at which time OPS waives any
          rights it may have to pursue Jaime Soto Miranda or SIMA for such
          shortfalls.

          The Liquidator will advise the parties in writing when his review is
          completed and all shortfalls discovered during his review (if any)
          have been paid in full in cash, at which time Jaime Soto's
          responsibilities under this clause will cease.

     d)   In order to end the social operations of the Companies, the Liquidator
          will receive the help of Jaime Soto Miranda and OPS, obtaining the
          best benefit for the liquidated companies.

     e)   Once the final balance from the liquidation is finalized by the
          Liquidator, the remaining assets (if any) shall be distributed by the
          Liquidator to the parties, with 80% of the remaining assets to be paid
          to OPS and 20% of the remaining assets to be paid to SIMA.

THIRD.    The parties agree that the designation of C.P. Julio Freyssinier as
Liquidator is unanimous and no other additional liquidator shall be named nor
any other individual shall substitute him, unless it is mutually agreed by the
parties. The parties further agree that the terms and conditions set forth above
for the Liquidation shall be adopted by the Liquidator and are obligatory and
binding for the parties. In addition to approving as of this moment the final
balance of said liquidations to be prepared by C.P. Julio Freyssinier, the
parties agree that all decisions and notices by the Liquidator under this
Agreement shall be binding on the parties.

FOURTH:   The parties agree that, from the date of this Agreement until the date
the parties receive the Liquidator notice described in Clause First (d), the
parties shall stay or suspend all existing judicial procedures against each
other, and will not initiate any judicial procedures against each other pursuant
to the Joint Venture Agreement, the meeting of the Partners of the Companies
held September 19, 2001 or any other procedures except such judicial procedures
that may arise due to a breach of this Agreement.

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As of the date of the Liquidator notice described in Clause First (d), the Joint
Venture Agreement and the stayed or suspended existing judicial procedures and
actions will be terminated and the parties terminate and waive any right to file
any other procedures and actions except such judicial procedures and actions
that may arise due to a breach of this Agreement.

Notwithstanding the previous sentences in this Clause Fourth, a party may revive
and enforce any stayed or suspended judicial proceedings and it may initiate
judicial procedures against the other pursuant to the Joint Venture Agreement,
the meeting of the Partners of the Companies held September 19, 2001 or any
other judicial procedures at any time after (1) That the Liquidator notifies the
parties in writing that the other party has violated Clause Fifth of this
agreement; or (2) That a court of competent jurisdiction issues a final
nonappealable order determining that the other party has breached any other
Clause of this Agreement.

The parties agree that no later than 30 days after their receipt of the
Liquidator notice described in Clause First (d), they will file all necessary
documents and take all necessary actions which are required to terminate any
stayed or suspended judicial procedures against each other. If a party fails to
comply with the preceding sentence, any other party may rescind this agreement
or execute the fulfillment of this agreement through any judicial means
necessary. The parties will pay for their own fees and expenses necessary to
terminate the above referred procedures and the Joint Venture Agreement. In this
case the parties waive to any right to damages and injuries, expenses and costs
generated in their favor against of the other for the termination of the
judicial or extrajudicial proceedings.

FIFTH:    Jaime Soto Miranda agrees to provide the Liquidator with all books,
records, papers and other documents requested by the Liquidator, and Jaime Soto,
OPS and SIMA will make themselves available to the Liquidator for any request by
the Liquidator and will otherwise cooperate fully with the Liquidator. The
Liquidator shall notify the parties in writing if the Liquidator determines that
either party has violated this Clause Fifth.

SIXTH:    The parties agree that any labor contingency will be adopted by SIMA
or a third company designated by Jaime Soto Miranda, and any payments required
under Mexican law will be paid by SIMA or Jaime Soto. SIMA and Jaime Soto will
hold OPS harmless from any and all claims, liabilities, damages, losses or
expenses arising out of or in connection with any labor contingencies.

SEVENTH:  For purposes of this Agreement, the parties designate as their
domiciles the following:

SIMA Y JAIME SOTO MIRANDA                            OPS
Bosque de Duraznos No. 65-308                Noriega y Escobedo, A.C.
Col. Bosques de las Lomas                    Sierra Mojada No. 626
11700-Mexico, D.F.                           Col. Lomas Barrilaco
Att'n: Lic. Alfonso Diaz                     11010-Mexico, D.F.
                                             Att'n: Lic. Rafael Arozarena Correa

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EIGHTH:   Both parties declare that in virtue that this agreement does not have
clauses in opposition to the moral or to the good manners, this agreement is
approved with authority of matter decided and final judgement for all legal
effects.

NINTH:    For the interpretation and fulfillment of this Agreement, the parties
submit themselves to the competence and jurisdiction of the courts in Mexico
City, waiving any other jurisdiction.

TENTH:    This Agreement may be executed in one or more counterparts, all of
which taken together shall constitute one and the same instrument.

The parties agree with the terms and conditions set forth above, and sign this
Agreement the 18th day of February, 2002.

<TABLE>
<S>                                              <C>
         OPEN PLAN SYSTEMS, INC.                          SERVICIOS DE INSTALACION
                                                          DE MOBILIARIO Y ALFOMBRA,
                                                          S.A. DE C.V.

    /s/ Rafael Arozarena Correa                      /s/ Jaime Soto Miranda
-------------------------------------------      -------------------------------------------
By: Rafael Arozarena Correa, Representative      By: Jaime Soto Miranda, Representative

                                                          JAIME SOTO MIRANDA

                                                     /s/ Jaime Soto Miranda
                                                 -------------------------------------------
                                                 By: Jaime Soto Miranda, individually

         RAFAEL AROZARENA CORREA                          ARTURO MUNOZ PAZ

    /s/ Rafael Arozarena Correa                      /s/ Arturo Munoz Paz
-------------------------------------------      -------------------------------------------
By:Rafael Arozarena Correa, individually         By: Arturo Munoz Paz, individually

                 FERNANDO NORIEGA PINUELA                 CRISTINA SHCNEZ JUAREZ

   /s/ Fernando Noriega Pinuela                      /s/ Cristina Shcnez Juarez
-------------------------------------------      -------------------------------------------
By:Fernando Noriega Pinuela, individually        By: Cristina Shcnez Juarez, individually

               MIGUEL SOBERON MAINERO                     CARLOS ARTURO MATSUI SANTANA

     /s/ Miguel Soberon Mainero                      /s/ Carlos Arturo Matsui Santana
-------------------------------------------      -------------------------------------------
By:  Miguel Soberon Mainero, individually        By: Carlos Arturo Matsui Santana, individually
</TABLE>

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