EXHIBIT 10.5(h)



                                 LEASE AGREEMENT



                                EXECUTED BETWEEN



                     POLIFIBRAS DE CHIHUAHUA, S. A. DE C. V.


                                   ("LESSOR")


                                       AND


                       INDUSTRIAS Q. A. I., S.A. DE C. V.


                                   ("LESSEE")





                                FEBRUARY 1, 1996






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                                 LEASE AGREEMENT
                                     CONTENT


                                                                         PAGE


REPRESENTATIONS..........................................................  1

CLAUSES..................................................................  2

FIRST               Lease of the Leased Property.........................  2
SECOND              Ownership of Leased Property.........................  2
THIRD               Enforcement and Delivery of Leased
                      Property/optional enforcement......................  3
FOURTH              Use of the Leased Property...........................  3
FIFTH               Lease Price and Deposit..............................  3
SIXTH               Improvements.........................................  5
SEVENTH             Assignment and Sublease..............................  6
EIGHTH              Maintenance..........................................  6
NINTH               Responsibility of the parties........................  6
TENTH               Insurance............................................  8
ELEVENTH            Taxes and Public Services............................  9
TWELFTH             Delivery of Leased Property.......................... 10
THIRTEENTH          Withholding of possession............................ 11
FOURTEENTH          Environmental Clause................................. 12
FIFTEENTH           Right of Lessor to Fulfill the Lessee's
                      Responsibilities................................... 12
SIXTEENTH           Right of Lessee to fulfill the Lessor's
                      Responsibilities................................... 13
SEVENTEENTH         Lessor's Access to the Leased Property............... 13
EIGHTEENTH          Signs................................................ 13
NINETEENTH          Notices.............................................. 14
TWENTIETH           Headings............................................. 14
TWENTY FIRST        Jurisdiction......................................... 14
TWENTY SECOND       Commissions and Expenses............................. 14

                             EXHIBITS

A1.                 Plan of "Leased Property", first year
A2.                 Plan of "Leased Property", subsequent year

<PAGE>

                                 LEASE AGREEMENT


         LEASE AGREEMENT executed on the one hand by POLIFIBRAS DE CHIHUAHUA, S.
A. DE C. V., represented by Mr. Edmundo Castillo Ochoa, in his capacity as Legal
Representative (hereinafter called the "LESSOR") and INDUSTRIAS. Q. A. I., S. A.
DE C. V.,  represented  by Ms Phillis Molan  Bromfman,  in her capacity as Legal
Representative of said corporation  (hereinafter called the "LESSEE"),  pursuant
to the following Representations and Clauses.

                                 REPRESENTATIONS

1.       The Lessor states:

a)       That it is a corporation  duly  organized and existing  pursuant to the
         laws of the  Republic  of Mexico,  with its main  business  domicile at
         Ciudad Juarez, Chihuahua, Mexico.

b)       That it holds the property and full  possession  and  ownership and the
         power to lease an industrial building (the "Building") constructed on a
         land (the "Lot") with an area of 24,072.07 square meters located at the
         Highway  Juarez-  Casas  Grandes,   Kilometro  1.1  in  Ciudad  Juarez,
         Chihuahua,  Mexico.  The Lot was acquired  through the purchase made to
         Edmundo  Castillo  Ochoa and Mrs.  Armida  Medina  Nevarez de  Castillo
         pursuant to public deed number 164 granted before Mr. Humberto Martinez
         Vargas, Public Notary Number 21, to and for Bravos District.

c)       That it  wishes  to  lease  an  area of  1,538.74  square  meter  which
         corresponds to a portion of building "A" during the first year of lease
         and 2,317.00  square  meters which is the complete  building "A" during
         the subsequent years (hereinafter the " Leased  Property").  The Leased
         Property  is  prominently  displayed  in  the  plans  attached  to  the
         Agreement  herein as Exhibit "A1" and "A2", which form an integral part
         of the agreement herein and are hereby considered as reproduced.

d)       That it has the  permits  and  licenses  required  to duly  operate the
         Leased  Property  and to  authorize  the Lessee the use of same for its
         activities, pursuant to the terms and conditions herein provided.

e)       That it wishes to lease the Leased  Property to the Lessee  pursuant to
         the terms and conditions hereinafter provided.

<PAGE>



II.      The Lessee states through its legal representative:

a)       That  the  party  she  represents  is  a  mercantile  corporation  duly
         organized and existing pursuant to the terms of the General  Mercantile
         Corporations  Law,  with its main business  domicile at Ciudad  Juarez,
         Chihuahua, Mexico.

b)       That the party she represent wishes to use and the temporary possession
         of the Leased  Property  by means of a lease,  subject to the terms and
         conditions herein provided.

c)       That the party  she  represents  and  herself  enjoy all the  faculties
         required to execute the agreement herein, faculties which have not been
         limited or revoked.

III.     The parties states through their legal representatives that:

         In the  execution  of the  Agreement  herein  there  has been no error,
violence, bad faith or deceit between them.

         Pursuant to the  foregoing  representations,  the parties  agree to the
following:

                                     CLAUSES

FIRST.   LEASE OF THE LEASED PROPERTY

         The Lessor, by means of the agreement herein,  leases to the Lessee and
the Lessee  leases from the Lessor the Leased  Property,  together  with all its
easements and rights of way belonging to it.

SECOND.  OWNERSHIP OF LEASED PROPERTY

         The Lessor has the right of use and  exclusive  possession of the Lease
Property  and  warranties  to the Lessee that it shall have the use and peaceful
enjoyment of same. In addition, the Lessor and the Lessee are in agreement that,
pursuant to the  provisions  of Article  2308 of the Civil Code for the State of
Chihuahua, in the event the Lease Property is mortgaged or encumbered, the Lease
Agreement  herein  shall  subsist  pursuant  to its  terms and in the event of a
mortgage of the Leased  Property,  nonfulfillment  in the payment as provided by
the mortgage or encumbrance shall not in any way damage the terms and conditions
agreed to by the parties in the Agreement  herein or its extensions and that any
change or amendment to said mortgage or  encumbrance  agreement or the execution
of any new mortgages or  encumbrances on the Leased Property must make reference
in their  text and  content  of the  existence  and term of the Lease  Agreement
herein and, in its case,  to the clauses in reference to the  extension of same,
if said right to extension is agreed to

                                       -2-
<PAGE>

between  the  parties,  at the time in which said  mortgage  is  executed by the
Lessor. The Lessor states that at this time and at the delivery of possession of
the Leased Property to the Lessee,  it shall not be in violation to any federal,
state or municipal laws.

THIRD.   ENFORCEMENT AND DELIVERY OF LEASED PROPERTY/OPTIONAL ENFORCEMENT

         A. ENFORCEMENT.  The  initial  enforcement of the lease herein shall be
for five (5) years, effective from the first day of February,  1996 (Enforcement
of Lease or Enforcement of the Lease Herein).

         B. DELIVER.  The Lessor shall deliver possession of the Leased Property
on or  before  February  29,  1996.  The  Lessee's  responsibility  to make rent
payments shall begin February 1, 1996.

FOURTH.  USE OF THE LEASED PROPERTY

         The  Lessee  shall  use the  Leased  Property  to  manufacture  plastic
articles reinforced with glass fiber. Under no circumstance or condition may the
Lessee use the Leased  Property to carry out chemical  operations  or industrial
operations  which are  considered  in  violation  or contrary to the  applicable
municipal, state or federal provisions.

FIFTH.  LEASE PRICE AND DEPOSIT

         A. RENT.  During the  enforcement of the Lease  Agreement  herein,  the
Lessee shall pay as rent on the Lease Property, per square meter of built leased
area,  per year, in dollars  legal tender of the United  States of America,  the
following amounts:

             LEASED AREA     UNIT PRICE IN DOLLARS            TOTAL ANNUAL
YEAR          SQ. METER         PER SQ. METER               RENT IN DOLLARS
----         -----------     ---------------------          ---------------

1            1,538.74               $41.00                    $ 63,088.35
2            2,317.00               $43.47                    $100,720.00
3            2,317.00               $46.27                    $107,207.50
4            2,317.00               $48.96                    $113,440.30
5            2,317.00               $52.08                    $120,669.35

         The total amount of the rent for the first year is sixty three thousand
eighty eight dollars 35/100 U. S. currency.

                                      -3-
<PAGE>

         The  total  amount  of the  rent  for the  second  year is one  hundred
thousand seven hundred and twenty dollars 00/100 U. S. currency.

         The  total  amount of the rent for the third  year is one  hundred  and
seven thousand two hundred and seven dollars 60/100 U. S. currency.

         The total  amount of the rent for the fourth  year is one  hundred  and
thirteen thousand four hundred and forty dollars 30/100 U. S. currency.

         The total  amount of the rent for the fifth  year is (one  hundred  and
twenty thousand six hundred and sixty nine dollars 35/100 U. S. currency.

         B.  PAYMENT.  The monthly rent payment  shall be for one twelfth of the
total yearly payments  corresponding pursuant to the foregoing table. That is to
say:

                YEAR                      MONTHLY RENT
                ----                      ------------

                1                         $  5,257.36
                2                         $  8,393.33
                3                         $  8,933.97
                4                         $  9,453.36
                5                         $ 10,055.78

         The Added Value Tax shall be added to the  corresponding  monthly rent,
as in force on the payment  date and the result  must be paid in advance  within
the first five days of each month without requiring a notice or any requisition.
Once  the  Lessor  receives  the rent  payment,  the  Lessor  must  deliver  the
corresponding  invoice to the Lessee,  pursuant to the Mexican tax requirements.
The  rent  shall  be  paid  at  the  Lessor's   domicile  located  at  Carretera
Juarez-Casas  Grandes Number 140 Poniente,  of this city, without written notice
to the Lessee to this respect.

         C.  DEPOSIT.  The  Lessee  must  deliver  to the  Lessor  the amount of
US$5,257.36  (Five  thousand  two hundred and fifty seven  dollars  36/100 U. S.
currency)  as a deposit  to be kept in an account of the  Lessor.  This  deposit
shall increase,  in addition to the initial deposit,  in the amounts hereinafter
provided, for each subsequent year.

                  Second Year                   $3,135.00
                  Third Year                    $  540.64
                  Fourth Year                   $  519.39
                  Fifth Year                    $  602.42

                                      -4-
<PAGE>

         The  Lessor  is  authorized  to use  the  deposit  for the  payment  of
utilities  or for any other  amount  paid to repair  the Leased  Property  which
correspond to the Lessee, pursuant to the terms of the agreement herein.

         At the time of  non-fulfillment  on the part of the  Lessee  and  after
having been notified in writing of the amount owed,  whether for  consumption of
utilities  or for any other  expense  made to repair  the  Leased  Property  and
corresponding  to the Lessee,  applicable  to the deposit or any amount which is
owed pending payment by the Lessee pursuant to the agreement herein,  the Lessor
may use the amounts disbursed by it, deducting them from the warranty deposit.

         D. DEFAULT PAYMENT. The lack of on time payment of the lease rent shall
give the Lessor the right to collect from the Lessee, as conventional penalty, a
month charge  equivalent  to 1.5% on the total rent amount in default  until its
full payment.

         E. PAYMENT OF ADDED VALUE TAX. The Lessee shall pay the Added Value Tax
(IVA)  applicable to the rent payments,  in accordance with the rate of exchange
at the time of payment.

SIXTH.   IMPROVEMENTS

         The Lessee may not modify the basic structure,  the outside  appearance
or the basic public services of the Leased Property, without the written consent
of the Lessor.  The Lessor  authorizes the Lessee to make the improvements  (the
"Improvements")  to the Lease Property as specified in the document  attached to
the agreement herein as Exhibit B. The Improvements  shown in Exhibit B shall be
made to the account and risk of the Lessee. The Improvements shall become a part
of the Leased  Property.  At no time,  during the term of the lease herein or at
its  termination,  shall  the  Lessor  be  responsible  for the  payment  of the
Improvements.  The Improvements  shall be solely made at the risk and expense of
the Lessee. After the lease becomes effective, the Lessee shall be authorized to
make minor changes or  alterations  on the Leased  Property,  at its expense and
risk,  provided  said  alterations  or  changes  do not  substantially  alter or
deteriorate the structure of the Leased Property, which is part of the Building.
All the  equipment or  accessories  of any nature which were  installed,  either
permanently  or not, shall continue being the property of the Lessee and must be
removed by the Lessee at the expiration or  termination of the agreement  herein
or of any  extension  or  extension  to same,  except in the  event  the  Lessee
receives in advance  written  confirmation  from the Lessor,  for each  specific
case,  stating that the  improvements  made to the Lease  property may remain on
said  property  to the  termination  of the lease  herein.  Notwithstanding  the
foregoing  it is hereby  understood  that the Lessee,  at its cost and  expense,
shall repair any damage suffered by the

                                      -5-
<PAGE>

Leased Property as a result of the removal of said equipment and/or  accessories
and shall  return the Leased  Property to the Lessor in adequate  conditions  of
order, presence and cleanliness.

SEVENTH. ASSIGNMENT AND SUBLEASE

         The Lessee may not assign or sublease  the Property  Lease  without the
express written  authorization  from the Lessor.  Even though the Lessee obtains
the written  authorization from the Lessor to sublease the Leased Property,  the
Lessee shall continue being responsible with regards to the lease herein.

EIGHTH.  MAINTENANCE

         A.  MAINTENANCE  BY LESSOR.  The Lessor  must at all times,  during the
enforcement  of lease  herein,  keep and repair at its  expense  the  Building's
foundation, floor structures, outside walls structure, roof structure, including
support walls.

         B.  MAINTENANCE  BY LESSEE.  The Lessee  must at all times,  during the
enforcement  of the lease  herein,  keep and repair at its expense the inside of
the Leased Property,  including painting,  insides and ceilings and drainage, as
well as the insulation, air conditioning and heating systems and the green areas
existing  in the place and all the  constructions  made as  improvements  to the
building.

NINTH.   RESPONSIBILITY OF THE PARTIES

         In accordance with applicable laws, the Lessor warranties to the Lessee
the use and peaceful enjoyment of the Lease Property during the full term of the
agreement  herein and the Lessee  agrees and accepts to use the Leased  property
only for the purposes  herein provided and in accordance with the nature and the
use specified for the Lease property.  The responsibilities of the Lessee and of
the  Lessor,  in each  case,  shall be ruled in  accordance  with the  following
provisions:

1.       The Lessor or the Lessee,  respectively,  shall be responsible  for any
         damages suffered by the Leased Property, caused through their own fault
         or negligence,  or that of its agents,  employees or guests,  except in
         the case of damages  usually  covered by fire  insurance  endorsed with
         extended coverage.

2.       In the event the Lessee would be unable to use, partially or fully, the
         building for any cause not attributable to the Lessee, the rent payment
         shall be prorated and reduced in proportion to the part it is unable to
         use.  However,  should the Lessee

                                       -6-

<PAGE>


         be unable to use the Leased Property  completely or to the extent which
         the Lessee is unable to use it for the purposes  herein  provided,  the
         rent shall not be payable during the time the Leased Property is not in
         use.

3.       Should  the  Leased  Property  be  damaged  or  destroyed  for  reasons
         attributable  to any of the parties,  the party  responsible  agrees to
         restore  and leave same in adequate  conditions  so that the Lessee may
         use it for the purposes provided for in the agreement herein.  Once the
         responsible  party has  restored  the Leased  Property to its  original
         condition,  the Lessee  must  continue  paying the full rent  amount as
         provided in the agreement herein.  Notwithstanding  the foregoing,  the
         enforcement  of the  lease  may not be  extended  without  the  written
         consent of the Lessor.

4.       The responsibility of the Lessee shall be limited to the damages caused
         through its  negligence  and the scope of  specific  risks which may be
         insured  under  Mexican  insurance  policies  on the  property,  (fire,
         thunder,  explosion,  hurricanes,  hale,  strikes,  mutiny,  airplanes,
         vehicles,  smoke,  earthquakes and volcanic eruptions).  Should it be a
         total  destruction or should it exceed 50% the total  replacement value
         of the Leased  Property and it is an Act of God or force majeure event,
         the Lessee shall have the right to elect not to request  reconstruction
         from the  Lessor  and,  in said  case,  the  Lease  Agreement  shall be
         terminated without any responsibility to any of the parties.

5.       Should the  impairment  be  attributable  to the Lessee or its  agents,
         employees or guests, the Lessee shall continue paying the rent as if it
         were using the  Leased  Property,  unless  the loss were  covered by an
         interruption of rent insurance or any other insurance and the rent were
         paid by the insurance company.

6.       In the  case  of a  partial  use  impairment,  pursuant  to the  second
         paragraph of the Clause herein,  the parties shall agree the proportion
         to which the rent shall be reduced, should there be no agreement,  each
         party shall  assign an expert and, if both  experts  would not reach an
         agreement,  both  shall  assign a third  expert.  The  decision  of the
         majority of the experts shall be final and binding to the parties or if
         the parties  would agree to assign one expert,  his  decision  shall be
         final and binding to the parties.

7.       The  parties'  responsibilities  covered in the clause  herein shall be
         subject to the provisions of the Tenth Clause of the Agreement herein.

                                       -7-

<PAGE>

TENTH.   INSURANCE

         The parties  shall obtain an insurance  coverage of adequate  types and
amounts, to protect their respective interests against all type of losses and/or
risks. The following is specifically agreed to:

1.       FIRE INSURANCE.  The Lessor shall contract an insurance  policy against
         fire with  extended  coverage  to protect the Leased  Property  for its
         replacement  vale,  as well as the  machinery,  raw  material and other
         goods  property  of the Lessor and of the  Lessee,  during the  initial
         enforcement  of the Lease  Agreement  herein  and its  extensions,  the
         Lessee  binding  itself to pay the Lessor  the amount of the  insurance
         premiums.  The Lessee shall pay US$2,900.00  (two thousand nine hundred
         dollars  00/100 U. S.  currency)  per year One  twelfth of said  amount
         shall be paid to the Lessor  together with the monthly rent,  effective
         from the date of delivery of the Leased  Property.  The Lessee must pay
         said amount monthly,  that is to say the amount of $241.67 (Two hundred
         and forty one dollars and 67/100 U. S. currency).  The insurance policy
         on the Leased Property normally expires January 31; as a result, during
         the month of February  of each year,  the Lessor may adjust the cost of
         the insurance during the enforcement of the agreement herein.

2.       LIABILITY INSURANCE.  The Lessee must obtain at its account and keep in
         force during the  enforcement  of the  agreement  herein the  following
         coverage under valid insurance  policies issued by an insurance company
         approved by the Lessor.

         a)  General  Civil  Liability  Insurance,  insuring  the Lessee and the
         Lessor, as well as other interested  parties which the Lessor appoints,
         against liability against any  individual/company  or corporation,  for
         injuries or damages  occurring in the Leased Property or in the parking
         area or in the lots adjacent to the Property, in combined limits of not
         less than  $500,000.00  (Five  hundred  thousand  dollars  00/100 U. S.
         currency). Each policy must provide that it may not be cancelled by the
         insurance  company without first  submitting a notice sent by certified
         or registered mailed at lease 15 days prior to said  cancellation.  The
         Lessee must  deliver to the Lessor or to other  interested  parties who
         the Lessor  appoints  the  certificate  or  certificates  issued by the
         insurance company,  certifying that such insurance is in full force, at
         least 15 days in advance of the  expiration of said policy.  The Lessee
         must provide the Lessor the  evidence  documents  certifying  that said
         policy has been renewed or  replaced.  Should the Lessee fail to obtain
         or keep said  insurance,  pay the premium on same as owed and/or  cause
         the  policies  to be renewed,  then the Lessor  shall have the right to
         contract  and pay said  premium in which case the  amounts  paid by the
         Lessor must be added and become a part of the rent owed the first month
         of the following months.

3.       SUBROGATION.  There shall be no waiver of  subrogation  with respect to
         any insurance policy as referred to in tho Clause herein.

4.       FIRE AND OTHER  DAMAGES.  In the event of loss to the  Leased  Property
         resulting in damage or destruction of the Leased  Property,  the Lessee
         must immediately notify in writing to the Lessor.

         The Lessee must immediately submit the initial adjustment applications.

         All the insurance amounts paid for said damage or destruction, less the
         cost,  fees and expenses  incurred in relation to the loss  adjustment,
         must be made  available  to the Lessor or to the Lessee,  just as their
         respective  interests appear in relation with the Lease herein, for the
         purpose of rebuilding the Leased  Property in the fastest way possible,
         to the  conditions  and with the  characteristics  it had prior to said
         damage or  destruction.  The Lessee must  certify to the Lessor that it
         has obtained the insurance coverage required prior to taking possession
         of  the  Leased  Property.  Should  the  Lessee  install  a  boiler  or
         compressor,  it must obtain an  insurance  coverage  against  losses or
         damages  caused  by any  malfunction  or  explosion  of the  boiler  or
         compressor,  in an amount not under  $100,000.00  (Ten thousand dollars
         00/100 U. S. currency), pursuant to the satisfactory conditions for the
         Lessor prior to the installation.

                                       8
<PAGE>

ELEVENTH.  TAXES AND PUBLIC SERVICES

         a)  Taxes

         The  Lessee is  responsible  for the  payment  of the  Added  Value Tax
accrued by the rent payments.

         The Lessee shall be responsible  for the payment of the property tax in
a proportion to the area being leased.

         The  Lessor or the  Lessee  may file a legal  action,  on behalf of the
Lessor,  of the Lessee or of both,  to object the  validity or origin of any tax
encumbering  the Leased  Property or the tax amount being  charged;  or else, an
action to recover the payment of said taxes. Each of the parties shall cooperate
with the other with respect to any legal proceeding as is reasonably  necessary.
The net amount of any tax to be  recovered  after  payment  of all the  expenses
incurred, shall be payable to the party that paid same.

                                       -9-

<PAGE>

         b)  Utilities

         The  Lessor  states  that  all the  utilities  required  in the  Leased
Property to be used by the Lessee shall be provided as follows:

         Water shall be provided by means of a water well of its  property  with
non- fresh  water.  The Lessee shall pay a amount of US$100 a month (one hundred
dollars 00/100 U. S. currency).

         Sewage  service shall be provided by means of a septic tank,  for which
the  Lessee  shall  pay the  amount  of  US$50.00  (Fifty  dollars  00/100 U. S.
Currency) a month.

         These  amounts  shall be paid  together  with the monthly  rent and the
corresponding Added Value Tax shall be added.

         The gas service shall be separately  contracted by the Lessee,  as well
as the telephone services.

         The electric power service shall by contracted by the Lessee.

         Any  additional   contracts  for  the  Leased  Property  shall  be  the
responsibility of the Lessee.

TWELFTH.  DELIVERY OF LEASED PROPERTY

         On  the  last  day of  the  term  of  the  agreement  herein  or of its
extensions,  should  there by any,  or, in its case,  on the  corresponding  day
should there be an advance  termination,  the Lessee must return and deliver the
Leased  Property for the possession and use by the Lessor,  without delay and in
good order, in good condition and with adequate  maintenance,  except for normal
and reasonable wear and tear due to normal use and the time  transpired,  except
for fire or other event damages. All the signs,  inscriptions,  partitions,  and
installation of a similar  nature,  made by the Lessee must be removed before or
at the expiration date of the term of the Agreement  herein.  All the furniture,
accessories and equipment such as compressors,  transformers and other equipment
installed  by the Lessee  shall  continue  being the  property of the Lessee and
shall  be  removed  by  the  Lessee  at any  time  during  or at the  end of the
enforcement  period of the Agreement herein and the Lessee must, at its expense,
repair any damage  resulting from the  installation or removal of said equipment
and/or accessories.

         Any article remaining in the Leased Property thirty (30) days after the
termination of the Agreement  herein shall be  considered,  at the option of the
Lessor,  as being  abandoned  and the  Lessor  may keep or dispose of it as best
suited to its interest and

                                      -10-

<PAGE>

without any obligation or responsibility.  Any permanent improvement made on the
Leased  Property by the Lessee  and/or by the Lessor  subsequent  to the date of
execution herein shall be considered  property of the Lessor and shall remain in
the Leased  Property at the termination or prior to the termination of the Lease
Agreement  herein,  without any compensation  being payable by the Lessor to the
Lessee for said installations or improvements,  subject to the Lessee's right to
use same during the enforcement of the instrument herein.

THIRTEENTH.  WITHHOLDING OF POSSESSION

         The Lessee must deliver to the Lessor,  at the termination of the Lease
Agreement, the Property Leased in the same condition it was received, except for
the normal wear and tear suffered due to the time elapsed.

         a) In the event the Lessee remains in possession of the Leased Property
after the  initial  term,  without  having  exercised  its  option to extend the
agreement,  or in the event the  Lessee  remains  in  possession  of the  Leased
property after the expiration of the extension (should there be any), the Lessee
shall pay the Lessor as a new rent on the Leased Property 100% of the rent which
it is paying at that time, plus other amounts of immediate  payment as requested
before said  possession  began,  and must continue paying said amounts until the
Leased  Property  is  delivered  to the  Lessor.  This  paragraph  shall  not be
construed as the granting of any right to remain in  possession  of the Property
Leased after the  expiration of the  enforcement  period of the Lease  Agreement
herein. It is expressly  understood and agreed between the Lessor and the Lessee
that any possession by the Lessee of the Property Leased after the expiration of
the Lease Agreement  herein must operate and constitute  itself as a holding and
must be immediate expirable at the Lessor's will.

         b) The Lessee  must  indemnify  the  Lessor  for any loss or  liability
directly  resulting  from the Lessee's  delay in returning the Leased  Property,
provided such loss or liability  does not exceed of three (3) months of rent, at
the rent amount provided in the foregoing paragraph (a).

         c) The  Lessee  acknowledges  that it is bound to  deliver  the  Leased
Property shall be subject to the clauses herein and hereby  expressly waives any
right it may have pursuant to the Civil Code of the State of Chihuahua.


                                      -11-

<PAGE>

FOURTEENTH.  ENVIRONMENTAL CLAUSE

         Effective  from the date of  execution  of the  agreement  herein,  the
Lessee is bound to observe  the laws and  regulations  in matters of  ecological
balance and environmental protection.  The Lessee binds itself to deliver to the
Lessor  the  results  of the test  required  by law,  to verify  that the Leased
property is free of pollution, releasing the latter of all responsibility in the
fulfillment of any fines and penalties or  indemnities  and expenses which could
be  accrued  upon or would  have to be  disbursed  as a result of any  pollution
caused by the  Lessee.  The Lessee  shall not be  responsible  of any  pollution
forthcoming  from  outside  the  limits of the  Leased  Property.  The Lessee is
responsible for all environmental pollution caused during the enforcement of the
Lease Agreement herein.

         On the other hand, the Lessor binds itself before the Lessee and before
any competent  authority to answer for any  pollution  which could appear in the
Lease Property,  as a result of the activities  carried out on same prior to the
Lease  Agreement  herein,  releasing  the  Lessee of all  responsibility  in the
fulfillment of the fines and penalties or  indemnities  and expenses which could
be accrued or would have to be disbursed as a result of any  pollution  existing
in the Leased Property on the date of execution of the agreement  herein or as a
result of acts or omissions of the Lessor.  The Lessee shall not be  responsible
for any  pollution  occurring  after the delivery of the Leased  Property to the
Lessor. The Lessor states and warranties that the Leased Property is free of any
type of pollution at the time of delivery of the Leased Property.

FIFTEENTH.  RIGHT OF LESSOR TO FULFILL THE LESSEE'S RESPONSIBILITIES

         Should  the  Lessee  no  longer  comply  with  any of  the  obligations
contracted  herein, the Lessor after ten (10) days of having submitted a written
notice (or  without  prior  notice in the event of any  emergency)  and  without
exempting or releasing the Lessee of any of the  responsibilities  contracted by
the  Agreement  herein,  may  perform  any  action  which the Lessee is bound to
fulfill in accordance with the agreement  herein,  without this implying that it
is the  Lessor's  responsibility  to carry out said  actions  and the Lessor may
enter the Leased Property for the purpose of performing the actions necessary in
said case.  All the amounts  paid by the Lessor and all the  expenses  and costs
disbursed  by the  Lessor in  relation  with the  fulfillment  of said  Lessee's
responsibilities  shall be payable  by the Lessee to the Lessor  within ten (10)
days following receipt of the collection of said amounts.

SIXTEENTH.  RIGHT OF LESSEE TO FULFILL THE LESSOR'S RESPONSIBILITIES

         Should  the  Lessor  no  longer  comply  with  any  or  various  of the
obligations  contracted  herein,  the  Lessee  after  ten  (10)  days of  having
submitted a written  notice to the Lessor (or without  prior notice in the event
of any  emergency)  and without  exempting or releasing the Lessor of any of the
responsibilities contracted by the Agreement herein,

                                      -12-

<PAGE>


may,  without his implying the Lessee's  obligation  to carry out such  actions,
perform any action which the Lessor is bound to fulfill in  accordance  with the
agreement  herein.  All the amounts  paid by the Lessee in  connection  with the
fulfillment  of said Lessor's  responsibility  shall be payable by the Lessor to
the Lessee  within ten (10) days  following  receipt of the  collection  of said
amounts.

SEVENTEENTH.  LESSOR'S ACCESS TO THE LEASED PROPERTY

         The Lessee  shall allow the Lessor and its  authorized  representatives
access to the  Leased  Property  during  reasonable  hours,  for the  purpose of
inspecting and carrying out the works required from the Lessor or necessary as a
result of the Lessee's  omissions or to carry out the works, at the beginning of
same, ten (10) days after receipt of written notice from the Lessor.

         Nothing herein provided shall imply as the Lessor's obligation to carry
out said works and the  performance  of same by the Lessor shall not  constitute
waiver of non- fulfillment by the Lessee of its obligation to carry them out.

         All the Agents,  employees or workers of the Lessor entering the Leased
Property must comply with the Lessee's  personnel  regulations and  obligations,
including, but not limited to, hair nets, robes, hats, glasses, etc.

EIGHTEENTH.  SIGNS

         The Lessee  shall have the right to place in the Leased  Property or to
place  outside  the  Building  its  signs  and other  notices  required  for its
operation including signs related to the hiring of personnel.  No other sign may
be installed in the Leased  Property  without the written consent of the Lessor,
except  that the Lessor  shall have the right to place "For Sale" and "For Rent"
signs on the Leased Property.

NINETEENTH.  NOTICES

         When any of the  parties  must or wishes to send any notice or claim to
the other pursuant to the  provisions of the Lease herein,  said notice or claim
shall be  personally  delivered  or by means of certified  or  registered  mail,
return receipt requested, addressed as follows:

LESSOR:              Polifibras de Chihuahua, S. A. de C. V.
                     Carretera Juarez-Casas Grandes No. 149

                                      -13-

<PAGE>



LESSEE:              Industrias Q. A. I., S. A. de C. V.
                     Carretera Juarez-Casas Grandes No. 149

                     Poniente, Edificio "A"
                     Ciudad Juarez, Chihuahua
                     Attention: Ms. Phillis Molan Bromfman

TWENTIETH.  HEADINGS

         The parties  hereby  agree that the  headings  contained  in the Lessee
herein are included  exclusively as a reference and shall not be considered as a
part of the Lease herein nor shall they be used for their interpretation.

TWENTY FIRST.  JURISDICTION

         The  agreement   herein  must  be  construed  in  accordance  with  the
provisions of the Civil Code and laws of the State of  Chihuahua,  United States
of Mexico,  and both parties hereby submit to the  jurisdiction  of the court of
Ciudad Juarez,  State of Chihuahua,  United States of Mexico and waive any other
jurisdiction  which  could  correspond  to them for any reason  whatsoever.  The
provisions of the clause herein are not applicable to any warranty or warranties
granted by any third  party to the Lessor to  warranty  the  fulfillment  on the
Lessee's part of any of its obligations.

TWENTY SECOND.  COMMISSIONS AND EXPENSES

         The Lessor  acknowledges  that the operation herein  contracted has not
generated any broker or agents  commission or fees or any other similar expense,
or  compensation  which would have to be paid by the parties with respect to the
operation  herein.  Each one of the  parties  shall be  responsible  for its own
representative,  lawyers,  auditors  or  consultant  expenses  and fees who have
participated in the agreement herein and in the foreseen transaction.

                                      -14-

<PAGE>

         IN TESTIMONY OF THE FOREGOING

         The  agreement  herein is  executed  by the  parties in Ciudad  Juarez,
Chihuahua, Mexico, on the first day of February nineteen hundred and ninety six.


          THE LESSOR                                 THE LESSEE

Polifibras de Chihuahua, S.A. de C. V.      Industrias Q. A. I. S.A. de C. V.

/s/ Edmundo Castillo Ochoa                  /s/ Phillis Molan Bromfman
------------------------------              ---------------------------------
    Edmundo Castillo Ochoa                      Phillis Molan Bromfman
    Legal Representative                        Legal Representative


WITNESS                                     WITNESS

/s/ Erick Simmons                            /s/ Liliana Castillo
------------------------------              ---------------------------------
Mr. Erick Simmons                                Liliana Castillo



                                      -15-