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                                                                   EXHIBIT 10.28

    MORAL PERSON/NATIONAL CURRENCY AND DOLLARS/RATIFICATION BEFORE PUBLIC NOTARY

                                                            Contract No. FS-8396

I . . . . . . . JUAN MARTIN ALVAREZ MORENO, LAWYER . . . . . . . . PUBLIC NOTARY
No. 46 WITH AUTHORITY IN . . . . THE FEDERAL DISTRICT . . . . HEREBY DECLARE THE
POLICY CONTAINING THE STANDARD CONTRACT OF COMMISSION THAT IS ENDORSED BY THE
FIRST PARTY BRIGHTSTAR DE MEXICO S.A. DE C.V., HENCEFORTH REFERRED TO AS "THE
CUSTOMER" REPRESENTED IN THIS DEED BY MESSRS GABRIEL ANGELES BLANCAS AND EMILIO
CARLOS LOMNICZI AND BY THE OTHER PARTY FACTOR BANORTE, S.A. DE C.V., AUXILIARY
CREDIT ORGANIZATION OF THE BANORTE FINANCE GROUP HENCEFORTH REFERRED TO AS "THE
FACTOR", REPRESENTED IN THIS DEED BY MESSRS RAFAEL HUMBERTO GONZALEZ VESSI,
LAWYER, AND C.P. GUILLERMO PENA MAGANA, WHICH THEY BECOME SUBJECT TO ACCORDING
TO THE CONTENTS OF THE FOLLOWING DECLARATIONS AND CLAUSES.

                                  DECLARATIONS:

I.    "THE CUSTOMER", through its representative(s), declares that:

      a.    It is a constituted Commercial Corporation and validly in existence
            in conformity with the laws of the Mexican Republic, duly authorized
            to make a contract.

      b.    For the purpose of its business activity that it implements in
            fulfillment of its social objective, there are created in its favor
            rights to payment or credit in the name of its customers (henceforth
            referred to as "THE DEBTORS" of "THE DEBTOR" according to whether
            the singular or plural of the word is to be applied).

      c.    Being convenient to its interests, "THE CUSTOMER" wishes to pass to
            "THE FACTOR" the rights to the credit charged to "THE DEBTOR OR
            DEBTORS" which they have incurred from the business activities that,
            in fulfillment of its social objective, were carried out prior to
            the date of this Contract or that are to occur in the future with
            the same entities, in conformity with the terms and conditions of
            the present Contract.

      d.    The transferring rights to Accounts Receivable that are the object
            of the Commission is not seen to be limited by the nature of the
            same nor by their legal or contractual character.

      e.    The underwriting and carrying out of this Contract and the Finance
            Factoring Agreements (henceforth referred to as "FACTORING
            AGREEMENTS") which may be underwritten under the umbrella of this
            Contract, have been duly authorized by their corporate bodies, and
            so do not violate any of their statutes, nor any legal or
            contractual nature. Its representatives have been invested with the
            necessary authorizations and powers for the endorsement and carrying
            out of such agreements of their own free wills, authorizations and
            powers that have not been revoked nor restricted in any way.

      f.    There is nothing pending, nor is there a threat of any action or
            procedure that may affect it against any of its properties before
            court or some referee, that may adversely affect its financial
            condition or business activity.

      g.    It is its wish to accept the eventual changes to interest rates,
            prices, and backup loans that may be established in conformity with
            the present Contract.

      h.    It has open a check account with BANCO MARCANTIL DEL NORTE S.A.,
            INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BANORTE (North
            Mercantile Bank S.A., Multiple Banking Institution, Finance Group
            Banorte) which is identified as follows 013-65285-8 NATIONAL
            CURRENCY (PESOS), AND 103-28112-1 IN CURRENCY OF THE UNITED STATES
            OF AMERICA (DOLLARS) (013) VALLEJO (TLALNEPANTLA, STATE OF MEXICO).

II.   "THE FACTOR", through its representatives, declares that:

      a.    It is a constituted Commercial Corporation and validly in existence
            as an Auxiliary Credit Organization, in conformity with the laws of
            the Mexican Republic, according to Official Document No.
            102-E-356-DGSV-II-B-a-4995, File No. 712.1/311305 of November 22,
            1990, dispatched by the Secretary of Finance and Public Credit, duly
            authorized for making contracts and whose principal social objective
            is, among others, the acquiring of Accounts Receivable rights on
            behalf of moral or physical persons that carry out business
            activities related to said activities, as is the lending of
            administration and recovery of Accounts Receivable rights.

      b.    Taking into consideration the declarations of "THE CUSTOMER", it is
            disposed to subscribe to the present Contract which will regulate
            the acquiring of Accounts Receivable rights carried out between
            them.

                                                                Factor Bonarte 1
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      c.    Itsrepresentatives have the necessary and sufficient authorizations
            and powers to put in place the present Contract and the "FACTORING
            AGREEMENTS" that are derived from the same, authorizations and
            powers that have not been revoked nor restricted in any way.

By virtue of the above, the parties agree to be subjected to and obliged by the
following terms:

                                    CLAUSES:

FIRST:- OBJECT - The parties agree to the terms and conditions that will rule
and regulate the "FACTORING AGREEMENT(S)" that can be set up within a time frame
that will not exceed ONE year commencing from the date of this document, by
which means "THE FACTOR" will acquire from "THE CUSTOMER" "THE ACCOUNTS
RECEIVABLE" in favor of the latter.

"THE FACTOR" will have the exclusive power of determining which Accounts
Receivable rights they will acquire.

"THE ACCOUNTS RECEIVABLE" will be able to be issued in dollars the legal
currency of the United States of America.

For the purposes of this Contract and its Attachments: "THE CREDIT NOTES" are
any sum in favor of "THE CUSTOMER" which results from the business activity
which it carries out, being that the provision of goods or services or both that
may not be paid for by "THE DEBTOR(S)" at the time of receiving such goods or
services and that have not been paid for by "THE CUSTOMER" at the time of
drawing up the corresponding "FACTORING AGREEMENT", nor that are found to be out
of date and are documented to the satisfaction of "THE FACTOR" in a way that
proves the existence and legitimacy of "THE ACCOUNTS RECEIVABLE" acquired by
"THE FACTOR" and that are necessary and sufficient for recovering payment.

SECOND:- OF THE RESOURCE - In the "FACTORING AGREEMENTS" "THE CUSTOMER" will not
be obliged in solidarity with "THE DEBTORS" to respond for the punctual and
opportune payment of "THE ACCOUNTS RECEIVABLE" acquired by "THE FACTOR".

THIRD: FORM IN WHICH THE TRANSFERRALS WILL BE MADE - Both parties are in
agreement in that:

      1.    "THE CUSTOMER" will advise "THE FACTOR" in writing of its wish to
            transfer to it "THE ACCOUNTS RECEIVABLE" at least two working days
            in advance, noting the date on which they want the transfer to
            occur, by way of the putting in place of the relevant "FACTORING
            AGREEMENT". "THE ACCOUNTS RECEIVABLE" that it is intended to
            transfer, their amount, all the information that "THE FACTOR" needs
            in regards to "THE DEBTORS", including the financial status or any
            other document that shows their financial situation, such as the
            information on the origin, nature, terms and conditions of "THE
            ACCOUNTS RECEIVABLE", together with all the documentation attesting
            to their existence and legitimacy, as well as what is necessary and
            sufficient for recovering them.

            The advice to which the previous paragraph refers will be
            irrevocable and will oblige "THE CUSTOMER" unconditionally, so that
            they will pay indemnity to "THE FACTOR" for any outgoing or expense
            that "THE FACTOR" may incur, including whatsoever amount paid or
            payable by "THE FACTOR" in the obtaining of funds to cover the price
            of the acquisition or the advance that they might have sought, in
            the case where for whatever reason "THE CUSTOMER" does not transfer
            in total to "THE FACTOR", on the date indicated in the aforesaid
            advice, "THE ACCOUNTS RECEIVABLE" that in it were indicated it was
            wanting to transfer, and that in their case "THE FACTOR" was
            disposed to acquire.

      2.    "THE CUSTOMER" will transfer `without recourse' all "THE ACCOUNTS
            RECEIVABLE" that "THE FACTOR" has selected from those presented by
            way of the advice referred to in point 1 above. To this effect, the
            parties are obliged to use the standard "FACTORING AGREEMENT" that
            is attached to this document as attachment number 1. Every
            "FACTORING AGREEMENT" will be subject to the terms and conditions of
            the present Contract, for which reason what is stipulated here will
            have force for every "FACTORING AGREEMENT" from the moment of the
            endorsement of the respective "FACTORING AGREEMENT".

      3.    In all the documentation that "THE CUSTOMER" is obliged to hand over
            to "THE FACTOR" to prove the existence and legitimacy of "THE
            ACCOUNTS RECEIVABLE" acquired by them, as well as that required for
            recovering the debts, at the time of giving the advice referred to
            in point 1 of this Clause or at the signing of the respective
            "FACTORING AGREEMENTS", the following text must be inserted:

                  "The right to credit granted by this document has been
                  transferred to AGENT BANORT, S.A. DE C.V., AUXILIARY CREDIT
                  ORGANIZATION, BANORTE FINANCE GROUP and consequently its
                  debtor is obliged to pay the amount of the CREDIT NOTE to the
                  acquirer at their address located in AVE. REVOLUCION NO. 3000,
                  COL. PRIMAVERA, MONTERREY, N.L. or to the person authorized
                  who has been appointed by them for that purpose".

            (Declaration of place, day, month and year whereon the transfer is
            made; the name of "THE CUSTOMER"; signature of "THE CUSTOMER" or of
            the person who underwrites in their name proof of transfer on the
            document)

                                                                Factor Bonarte 2
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      4.    In the situation where the aforesaid documents are Credit Note
            Titles, "THE CUSTOMER" is obliged to hand them over duly endorsed
            with the following text:

             "Pay to the order of AGENT BANORTE, S.A. DE C.V., AUXILIARY CREDIT
                  ORGANIZATION, BANORTE FINANCE GROUP, Value on Property.

            (Place, date name of the endorser, signature of the endorser or of
            the person who signs the endorsement in their name and character of
            the person who endorses)

      5.    In the case where "THE CUSTOMER" and "THE FACTOR" are in agreement,
            "THE ACCOUNTS RECEIVABLE" can be transferred by simple ordinary
            exercise that will be contained in the report of transferred
            documents, and must contain the following text:

            "In this deed __________________ grants without reservation or any
            limitation, free of any obligation and responsibility, in favor of
            AGENT BANORTE S.A. DE C.V., AUXILIARY CREDIT ORGANIZATION, BANORTE
            FINANCE GROUP, each and every one of the credit note rights that are
            detailed in this report, all of which are to be found within in the
            accompanying documents".

            (Declaration of place and day, month and year whereon the transfer
            is made; the name of "THE CUSTOMER"; signature of "THE CUSTOMER" or
            of the person who underwrites in their name proof of transfer on the
            document)

      6.    "THE FACTOR" will notify "THE DEBTORS" of the transfer of "THE
            ACCOUNTS RECEIVABLE" by any of the means foreseen in Article 45-K in
            the General Law Auxiliary Credit Organizations and Activities.

FOURTH.- MINIMUM REQUIREMENT OF FACTORING AGREEMENTS. "FACTORING AGREEMENTS" are
signed on the following bases:

      1.    The transference of "THE ACCOUNTS RECEIVABLE" will be made without
            reservation or any limitation and will embrace all accessory rights
            to "THE ACCOUNTS RECEIVABLE", such as the right to charge interest
            which in their case would have been agreed on, the granted
            guarantees, and, in general, all the rights that stem from these.

      2.    The transference of "THE ACCOUNTS RECEIVABLE" will be done `without
            resources'.

      3.    In each "FACTORING AGREEMENT" there must be established the base
            cost of "THE ACCOUNTS RECEIVABLE" transferred, which must be equal
            to their nominal value on the date of transference, and which must
            be unresolved, as the percentage that gives said result is retained
            as a buffer or margin protection, according to Clause 6 of this
            Contract.

      4.    In each "FACTORING AGREEMENT" a date must be established for the
            payment of "THE ACCOUNTS RECEIVABLE" which for the effects of this
            Contract will be called "expiry date".

      5.    "THE FACTOR" will be obliged to pay the part of the retained price
            as margin guarantee or acquisition buffer which takes place on the
            "expiry date", always and when "THE DEBTOR(S)" pay the amount of
            "THE ACCOUNTS RECEIVABLE" transferred. Therefore, if "THE DEBTOR(S)"
            do not make the payment, "THE FACTOR" will not be obliged to make
            the corresponding payment.

            If "THE DEBTOR(S)" make payment before the expiry date, "THE FACTOR"
            will pay the respective amount within the three following working
            days after receiving payment for "THE ACCOUNTS RECEIVABLE".

FIFTH:- ADMINISTRATION FEES.- As collateral for the operations to which this
Contract refers, "THE CUSTOMER" will pay to "THE FACTOR", under the concept of
administration fees, the sum established by consensus at the signing of the
respective "FACTORING AGREEMENT(S)".

"THE CUSTOMER" must pay this amount at the time of signing the "FACTORING
AGREEMENT(S)", or alternatively it will be added to their account.

SIXTH:- APPRAISAL .- "THE FACTOR" will deduct, from the nominal value of "THE
ACCOUNTS RECEIVABLE" that it acquires, a percentage of the same, that "THE
FACTOR" will determine at the time of signing the respective "FACTORING
AGREEMENT(S)", which will form part of the collateral for the transfer of "THE
ACCOUNTS RECEIVABLE", but that will be retained as margin guarantee, and handed
over by "THE FACTOR" only when "THE DEBTORS" have paid for "THE ACCOUNTS
RECEIVABLE" transferred.

                                                                Factor Bonarte 3
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SEVENTH:- PRICE. As collateral for `THE ACCOUNTS RECEIVABLE" that "THE CUSTOMER"
will transfer to "THE FACTOR", the latter will pay within the following 3 -
three working days from the date of the signing of the respective "FACTORING
AGREEMENT" , a sum equal to the nominal value of "THE ACCOUNTS RECEIVABLE" minus
the respective APPRAISAL, that forms part of the price but that is retained as
margin guarantee, less a discount, which will be calculated according to the
application of the following formula:

      (PxTD)
D = ---------ND
       (360)

Where:

"D"   Means discount.

"P"   Means the value resulting from taking away the corresponding APPRAISAL
      value from the base price.

"ND"  Means the number of days that result from adding, the calendar days from
      and including the date on which the base price is given to "THE CUSTOMER",
      respect for an acquired RIGHT OF CREDIT, up to and including the expiry
      date of the aforesaid RIGHT OF CREDIT.

"TD"  Means the rate of discount expressed in annual percentage.

A.    For the purposes of this Contract and of the "FACTORING AGREEMENTS", it is
      to be understood by:

      1)    "CPP" the Average Percentile Cost of Capture which the Bank of
            Mexico publishes in the Official Newspaper of the Federation.

      2)    "CETES" the rate of return of Federation Treasury Certificates with
            a term of 28 - twenty eight days.

      3)    "TIIP" the Average Cross Banks Rate of Interest which the Bank of
            Mexico publishes in the Official Newspaper of the Federation.

      4)    "TIIE" the Balance Rate of Interest at a term of 28 - twenty eight
            days, or the alternative term to this, which the Bank of Mexico
            releases every bank working day by publishing it in the Official
            Newspaper of the Federation in keeping with circular 2019/95 and its
            amendments of February 29-twenty ninth, 1996- one thousand nine
            hundred and ninety six.

      5)    "TASA LIDER" the better rate between the "CPP" or the "CTES" or the
            "TIP" or the "TIIE" according to what is indicated in the
            definitions established in points 1, 2, 3, and 4 respectively of
            this article, bearing in mind the variations that any of the above
            rates may suffer on any date whatsoever.

      To calculate the "rate of discount" take the annual rate that results from
      multiplying 1.12 (ONE POINT ONE TWO) the "THE" of the moment nearest to
      the date of transfer of "THE ACCOUNTS RECEIVABLE", calculated in relation
      to the number of days that have transpired between the date on which the
      partial payment is received and the "expiry date". The "rate of discount"
      applicable, to which this paragraph refers, has a lower limit or minimum
      bottom rate determined by the bottom rate plus 2 (TWO) points.

B.    In cases where "THE ACCOUNTS RECEIVABLE" are found to be in the monetary
      denominations of dollars legal currency of the United States of America,
      the collateral of their transfer can be covered in that currency or what
      is established in the eighth clause of this Contract. In such a case the
      parties agree that the calculation of the rate of discount will be
      determined in the following manner:

      If the amount of the credit were to be financed with "THE FACTOR'S" own
      resources, and it is in United States of American dollars, the annual rate
      that results form adding 2.3 (TWO POINT THREE) percentile points to the
      London Interbank Rate [LIBOR] plus tax, will be taken as the base, in
      operations of three months for the United States of American dollar,
      quoted on the international market and that the Bank of Mexico publishes
      in its International Memorandum, to the Credit Institutions, or of the
      rate that happens to be substituted for it, current at the moment nearest
      to the date of transfer of "THE ACCOUNTS RECEIVABLE", calculated in
      relation to the number of days transpired between the date on which
      partial payment is received and the "expiry date".

C.    "THE FACTOR" and "THE CUSTOMER" can come to an agreement in the "FACTORING
      AGREEMENTS" on a "discount rate" different to that which results from
      applying the above paragraphs, in conformity with the definitions given in
      articles A) and B) of this clause, on the understanding that, if no
      agreement is reached in the aforementioned "FACTORING AGREEMENTS" on the
      "discount rate", it will be inferred that this will be established
      according to what is stipulated in articles A) and B) above respectively.

D.    "THE FACTOR" and "THE CUSTOMER" can come to an agreement on the "FACTORING
      AGREEMENTS" that the discount may be paid according to the following
      options:

                                                                Factor Bonarte 4
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      1)    That the discount be paid at the moment that "THE FACTOR" effects
            payment of the price of "THE ACCOUNTS RECEIVABLE" transferred by
            virtue of the respective "FACTORING AGREEMENT", subtracting the sum
            corresponding to the discount of the nominal value of "THE ACCOUNTS
            RECEIVABLE". In this case, for the purposes of calculating the
            discount the rate(s) or index(indices) nearest to the date of
            application of the note, that defines the "rate of discount", will
            be taken into account, according to what is agreed in articles A)
            and B) of this clause.

      2)    That "THE CUSTOMER" shall pay the discount monthly in arrears, where
            the number of days "ND" will be calculated by monthly in arrears. In
            this case, for the purposes of the calculation of the discount,
            account will be taken of the rate(s) or index(s) that define the
            "rate of discount" in force during the period that includes the
            calculation.

      3)    That "THE CUSTOMER" shall cover the discount on the "due date" of
            "THE ACCOUNTS RECEIVABLE" sent to "THE FACTOR". In this case, for
            the purposes of the calculation of the discount, account will be
            taken of the rate(s) or index(s) that define the "rate of discount"
            that were in force from the date that "THE FACTOR" makes the payment
            of the price in "THE ACCOUNTS RECEIVABLE" until the "due date"
            thereof.

E)    "THE FACTOR" may adjust the "rate of discount" and, therefore, the
      definitive price given above, on the due date of "THE ACCOUNTS RECEIVABLE"
      automatically and without the need for a subsequent agreement with "THE
      CUSTOMER". The adjustment will be made according to how the rate(s) or the
      index(es) that define the "rate of discount" have altered, as agreed in
      sections A) and B) of this clause, during the period between the date that
      "THE FACTOR" paid "THE ACCOUNTS RECEIVABLE" until the "due date" thereof.

F)    The "rate of discount" will be calculated on the basis of a 360 days year.

G)    If for any reason "THE FACTOR" does not calculate the discount as laid
      down in this Clause, the parties agree that "THE FACTOR" is authorized to
      make the necessary modifications or adjustments retroactively with respect
      to the moment when the incorrect calculation of the discount was made.

H)    The parties agree that certification by "THE FACTOR'S" accountant will be
      done in faith, unless proved to the contrary, with respect to the amount
      of the "rate of discount" or of the base rate that will be applied in
      order to calculate the discount.

I)    "THE FACTOR" and "THE CUSTOMER" may agree in the "FACTORING AGREEMENTS"
      that the price for "THE ACCOUNTS RECEIVABLE" transferred be paid on
      different dates. In these cases the discount will be calculated for each
      partial payment on the basis a the formula mentioned and the "rate of
      discount" agreed, in which case "P" will be the amount of the percentage
      of the base price that it has been agreed to pay on the date in question
      and the number of days "ND" will be calculated from and including the date
      that the partial payment in question is paid, up to and including the "due
      date" of "THE ACCOUNTS RECEIVABLE".

J)    Both parties agree that if "THE CUSTOMER" does not pay "THE FACTOR" the
      discount on any of the dates agreed in the previous paragraphs, the
      respective amount will earn interest at the moratorium rate agreed in
      Clause Eleven of this Contract for the period between the date that "THE
      CUSTOMER" should verify the payment of the discount and the date that it
      was actually made, in accordance with the provisions of Article 363 -
      three hundred and seventy three of the Commercial Code.

EIGHT:- FORM OF PAYMENT OF THE RIGHTS OF CREDIT TRANSFERRED OF THE PARTIAL
PAYMENTS AND OF THE DISCOUNT.- The payment of any amount that should be covered
by the parties between themselves, in US dollars in accordance with this
Contract and the Factoring Agreements that they sign in support thereof, will be
made at the selling rate of exchange published by the Banco de Mexico in the
Official Bulletin of the Federation, on the bank working day immediately prior
to that on which the payment is made; or at the rate of exchange that takes its
place.

NINE:- CONVERSION TO NATIONAL CURRENCY.- In the event that "THE FACTOR" demands
from "THE CUSTOMER" the rescission or compulsory compliance of this Contract or
of the "FACTORING AGREEMENTS", under the terms of clauses twenty one and twenty
two of this Contract, "THE FACTOR" may convert the unsatisfied balance owed to
"THE CUSTOMER", into its equivalent in National currency, using the selling rate
of exchange of US dollars published by the Banco de Mexico in the Official
Bulletin of the Federation, on the bank working day immediately prior to the day
that such balance is converted, or at the rate of exchange that takes its place.

In this case the respective balance will attract late payment interest, from the
date of conversion until that the balance owed is effectively paid, at the rate
that results from multiplying by 2.0-two point zero, the annual rate that
results from multiplying by 1.12 (ONE POINT ONE TWO) at the Interbank
Equilibrium Interest Rate (IEIR) published by the Banco de Mexico in the
Official Bulletin of the Federation, from the moment nearest to the date of
application of the rate. The latest rate will be calculated on the basis of a
360 days year.

                                                                Factor Bonarte 5
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TEN:- DELIVERY OF THE ASSESSMENT.- "THE FACTOR" will deliver to "THE CUSTOMER"
the amount corresponding to the percentage of the margin of guarantee of
assessment, that forms part of the price for the transfer of "THE ACCOUNTS
RECEIVABLE", within 48 hours forty eight hours of the moment that "THE FACTOR"
receives from "THE DEBTOR" the full payment of "THE ACCOUNTS RECEIVABLE"
transferred under this Contract by "THE CUSTOMER" to "THE FACTOR", and the
amount thereof is paid definitively into "THE FACTOR'S" account on the
understanding that if "THE DEBTOR" does not pay the amount of the said "ACCOUNTS
RECEIVABLE" punctually and opportunely, "THE FACTOR" may be compensated from the
margin of guarantee for the amount of any costs, taxes and interest generated by
such late payment as established in this Contract and in Articles 2,185 - two
thousand one hundred and eighty five and 2,186 - two thousand one hundred and
eighty six of the Civil Code for the Federal District and the correlative
articles in the Civil Ordinances of the Federal Institutions of the Republic of
Mexico. If the amount of the costs, taxes and interest generated as a result of
the late payment of "THE ACCOUNTS RECEIVABLE" acquired exceeds the amount
retained, as a margin of guarantee, "THE CUSTOMER" must pay "THE FACTOR" the
difference that results from subtracting such amount from the amount of the
margin of guarantee retained and compensated by "THE FACTOR" pursuant to Article
2,191 - two thousand one hundred and ninety one of the said Civil Code.

ELEVEN- LATE PAYMENT.- In the event case of late payment by "THE DEBTOR(S)" of
"THE ACCOUNTS RECEIVABLE" transferred and where "THE FACTOR" has agreed partial
payments, "THE CUSTOMER" will pay a daily interest equivalent to 100% (ONE
HUNDRED PERCENT), in addition to the "rate of discount", calculated under the
terms of Clause Seven above, applying this percentage on the amount of the
partial payments from the "due date" until that "THE ACCOUNTS RECEIVABLE" are
effectively paid.

TWELVE:- ADVANCE PAYMENTS ON ORDERS.- "THE FACTOR" may deliver, at the request
of "THE CUSTOMER", advance payments on rights of credit that will subsequently
be transferred to "THE FACTOR" that will arise from of the existence of orders
by "THE DEBTOR(S)" in accordance with the following:

      1.    When "THE CUSTOMER" requests an advance payment, he must provide
            "THE FACTOR" with the documentation that proves to the latter's
            satisfaction the existence of the order for the provision of goods
            or services, or of both by "THE DEBTOR(S)" and from which will come
            the rights of credit to be transferred to "THE FACTOR".

            "THE FACTOR" and "THE CUSTOMER", in order to document the delivery
            of the advance payment, as well as the undertaking of "THE CUSTOMER"
            to transfer to "THE FACTOR" the rights of credit arising from the
            order, will sign a Agency Promise Contract in accordance with the
            format for this attached as Annex 2, which forms and integral part
            of this Contract.

      2.    "THE CUSTOMER" will pay "THE FACTOR" an amount of money that will
            cover the value of the financial charges and other accessory charges
            of the advance payments, until the rights of credit are transferred
            by signing the corresponding "FACTORING AGREEMENT", and these will
            be calculated according to the procedure established in Clause Seven
            of this contract for the calculation of the discount, where "P" will
            mean the amount delivered as an advance payment.

      3.    The amount of the advance payments paid by "THE FACTOR" to "THE
            CUSTOMER" may not exceed 40% (forty percent) of the total amount of
            the rights of credit transferred to "THE FACTOR" by "THE CUSTOMER"
            upon expiry of the period of the advance payments.

      4.    The amount of money that must be covered by the financial charges
            and other accessory charges will be paid in accordance with the
            following options:

        a)    At the moment of delivery by "THE FACTOR" of the advance payment
              to "THE CUSTOMER" less the amount corresponding to the same.

        b)    Monthly in arrears from the date of delivery of the advance
              payment until the signing of the "FACTORING AGREEMENT" whereby the
              rights of credit arising from the order on the basis of the
              advance payment are transferred to "THE FACTOR".

        c)    At the moment of signing the respective "FACTORING AGREEMENT"

      5.    The advance payments will have a period of up to three months,
            during which the corresponding "FACTORING AGREEMENT" must be
            granted, at the same time paying the amount delivered as advance
            payment.

      6.    "THE CUSTOMER" certifies that for the transfer of the rights of
            credit to "THE FACTOR" there will be no legal or contractual
            impediment.

                                                                Factor Bonarte 6
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      7.    If "THE CUSTOMER" does not transfer to "THE FACTOR" the rights of
            credit arising from the order(s) fore the granting of the advance
            payment(s), once the period of these has expired, as indicated in
            point 5 above, without the reasons being duly justified to the
            satisfaction of "THE FACTOR", "THE CUSTOMER" must pay "THE FACTOR"
            the amount of any sanction applied upon the latter by the National
            Banking Commission under the terms of the General Law of
            Organizations and Auxiliary Credit Activities, or any other
            competent authority.

      8.    If "THE CUSTOMER" does not sign the "FACTORING AGREEMENT" with "THE
            FACTOR", with respect to the due date of the period of the advance
            payment, he must pay "THE FACTOR" the amount received as advance
            payment precisely on the due date thereof, and if this payment is
            not made, the amount due will accrue late payment interest in
            accordance with the rate established in Clause Eleven of this
            Contract.

THIRTEEN:- GUARANTEES AND OBLIGATIONS.- "THE CUSTOMER" guarantees and undertakes
that:

      a)    "THE ACCOUNTS RECEIVABLE" given on acquisition are payable only in
            the places laid down previously, and also that these will have the
            dates and other characteristics that have been to "THE FACTOR".

      b)    "THE ACCOUNTS RECEIVABLE" given on acquisition are their exclusive
            property and that they have not been promised or given in guarantee,
            or been embargoed, pledged or compromised in any way.

      c)    "THE ACCOUNTS RECEIVABLE" given on acquisition arise from effective
            operations of provision of goods, of services or both arising from
            "THE CUSTOMER'S" business.

      d)    The goods or services that give rise to "THE ACCOUNTS RECEIVABLE"
            have been received and accepted by "THE DEBTOR(S)" to their complete
            satisfaction, so there will be no complaint, claim or controversy
            with respect to the obligations covered in the documents that prove
            the existence of "THE ACCOUNTS RECEIVABLE".

      e)    "THE ACCOUNTS RECEIVABLE" given on acquisition will be recorded in
            commercial documents such as orders, dispatch notes, invoices,
            shipping notes, receipts, titles of credit or other documents
            accepted by "THE FACTOR" that in accordance with the Laws prove the
            existence of Accounts Receivable acquired, as well as that such
            documents contain the legends mentioned en the Clause Three of this
            Contract, and have not expired.

      f)    "THE DEBTOR(S)" will not be owed anything so that they not call for
            compensation nor refuse to pay "THE FACTOR" full or partially "THE
            ACCOUNTS RECEIVABLE" that the patter has acquired, nor will they
            have any exception to put up in opposition when payment is demanded.

      g)    At the moment of acquisition and during the period that each
            "FACTORING AGREEMENT" is in force, "THE ACCOUNTS RECEIVABLE"
            acquired by "THE FACTOR" as well as the rights and actions arising
            therefrom, will not have expired or lapsed.

      h)    "THE CUSTOMER" will notify "THE FACTOR" of any modification to his
            Company Statutes, as well as any revocation, modification or
            granting of powers (of attorney), as well as any change of address
            even when this is within the same locality.

FOURTEEN:- CLAIMS OF A COMMERCIAL NATURE.- The acquisitions that are made by
virtue the "FACTORING AGREEMENTS", in any way, will mean responsibility for "THE
FACTOR" with respect to the goods sold or services provided by "THE CUSTOMER",
since such acquisitions will be of rights and not of obligations, so that the
parties expressly agree that all claims of a commercial nature that any "DEBTOR"
might have by virtue of such goods or services will be the exclusive
responsibility of "THE CUSTOMER", who will be obliged to advise "THE FACTOR"
immediately of this matter.

If any "DEBTOR" has any claim of a commercial nature against "THE CUSTOMER", the
latter must resolve such claim adequately within 30 - thirty calendar days
following the date that he becomes aware thereof, on the understanding that this
period will not exceed, at any moment, the "due date" of "THE ACCOUNTS
RECEIVABLE" and that if in the said period such claim of a commercial nature is
not withdrawn by the "DEBTOR" that has made it, or if the solution means that
the payment to be made by such "DEBTOR" is reduced wholly or in part, the
"FACTORING AGREEMENT" by virtue of which "THE ACCOUNTS RECEIVABLE" have been
transferred will be rescinded affecting "THE ACCOUNTS RECEIVABLE" generated by
the sales or services that are the reason for the claim of a commercial nature
and, consequently the base price that "THE FACTOR" must pay to "THE CUSTOMER"
will be reduced by an amount equal to the amount that the said "DEBTOR" refuses
to pay by virtue of the said claim of a commercial nature.

                                                                Factor Bonarte 7
<PAGE>

In the event that "THE FACTOR" has made a full or part payment of the price,
under the terms of Clause Seven arising from "THE CREDIT" the transmission of
which has been rescinded by virtue of any claim of a commercial nature, "THE
CUSTOMER" will immediately reimburse "THE FACTOR" an amount equal to the amount
of the total or partial payment made by "THE FACTOR" in respect of such "CREDIT"
plus interest on the said amount at a rate equal to the one provided for in
Clause Eleven calculated from the date that "THE FACTOR" has made such payment,
until the date that such amount is reimbursed by "THE CUSTOMER" in full.

FIFTEEN.- EFFECT ON THE ACCOUNTS OF THE ACQUISITION OR TRANSFER.- "THE CUSTOMER"
must remove from his assets [illegible] transferred the property, all "THE
ACCOUNTS RECEIVABLE" acquired by "THE FACTOR", and may not record them as
liabilities, except as contingent.

SIXTEEN:- CONVENTIONAL DEPOSIT.- If any "DEBTOR", for any reason delivers to
"THE CUSTOMER"" and not to "THE FACTOR" the amount of the payment of any
"CREDIT" transferred, it will be understood that the latter will receive it in
representation of "THE FACTOR" in the capacity of conventional depositary. The
deposit will be as a gift. "THE CUSTOMER" will keep the amount of the payment in
the manner it was received and deliver it or reimburse it to "THE FACTOR" within
three working days following the day when it was received and will not retain it
nor dispose of it, under penalty of payment of late-payment interest calculated
at a rate of interest equivalent to 100% additional to the rate of interest
stipulated in Clause Eleven of this Contract in force on the date corresponding
to each of the days of the delay, without prejudice to an other penal sanctions
that may be due.

On the basis of section IV of article 334 of the General Law of Titles and
Operations of Credit, both parties agree that MESSRS GABRIEL ANGELES BLANCAS and
EMILIO CARLOS LOMNICZI, In representation of "THE CUSTOMER" and In their
capacity as legal representative thereof with power of attorney, shall act as
conventional depositary of the amount of the payments of "THE ACCOUNTS
RECEIVABLE" transferred that "THE DEBTOR(S)", may for any reason make to "THE
CUSTOMER".

SEVENTEEN:- POWER OF ATTORNEY.- So that "THE FACTOR" may endorse in his favor
any checks that "THE DEBTOR(S)" presents as payment and that have been issued in
favor of "THE CUSTOMER", the latter hereby grants SPECIAL POWER OF ATTORNEY, in
accordance with Article Nine, Section II, of the General Law of Titles and
Operations of Credit, in favor of FACTOR BANORTE, S.A. DE C.V. ORGANIZACION
AUXILIAR DEL CREDITO, GRUPO FINANCIERO BANORTE to be exercised by each of the
officials to whom sufficient powers of attorney have been granted to sign titles
of credit, so that FACTOR BANORTE, S.A. DE C.A ORGANIZACION AUXILAR DEL CREDITO
GRUPO FINANCIERO BANORTE endorses in their favor the checks issued in favor of
"THE CUSTOMER" and that are handed to them by "THE DEBTOR(S)" as payment of "THE
ACCOUNTS RECEIVABLE" acquired, "THE CUSTOMER" will sign any communication
addressed to National Credit Companies or Credit Institution under the terms of
Annex 3 of this Contract.

EIGHTEEN:- FINANCIAL INFORMATION.- "THE CUSTOMER" must prepare yearly Financial
Statements that will include the Balance Sheet, Profit & Loss Account, Statement
of Movements of Capital, Cash Flow Statement and Notes. These will be prepared
by an independent Public Accountant, and a copy must be given to "THE FACTOR",
within four months following the close of each financial period. These must be
prepared in accordance with generally accepted Accounting Principles, applied to
uniform bases with those of previous periods and properly reflecting the
financial situation.

Within twenty days following the end of each six months of the company's
financial period, at least, 'THE CUSTOMER" must deliver a copy of his Financial
Statements duly signed, that will include the Balance Sheet and Profit & Loss
Account corresponding to the quarter just finished. If "THE CUSTOMER" does not
prepare six-monthly Financial Statements, he will deliver to "THE FACTOR" the
corresponding Trial Balance. In all cases, the information provided must be
taken from his Books and authorized records.

NINETEEN:- RIGHT OF INSPECTION.- While there are "ACCOUNTS RECEIVABLE"
transferred and pending payment by any "DEBTOR", "THE CUSTOMER" authorizes "THE
FACTOR" that, by himself or through his authorized representatives, he shall due
a proper check of all revise the books and documents, on the understanding that
such a check will be made on working days and in working hours, and any
assistance required for this purpose shall be provided.

"THE CUSTOMER" expressly authorizes "THE FACTOR" to check as he considers fit,
the balances charged to his "DEBTORS"

TWENTY:- JOINT RESPONSIBILITY.- In order to guarantee compliance of all the
obligations arising from this Contract, including the costs and expenses of any
court case, where applicable; XXXXXXXXXXXXXXXXXXX are constituted joint
debtor(s)of "THE CUSTOMER", in favor of "THE FACTOR" under the terms of articles
1987, 1988, 1989 and 1995 of the Civil Code for the Federal District.

The joint debtor(s) mentioned waive, inasmuch as they are in their favor, the
provisions of article 199 of the Civil Ode for the Federal District, applied
supplementarily to the Commercial Code.

                                                                Factor Bonarte 8
<PAGE>

TWENTY ONE: TERMINATION AND FORCED FULFILLMENT. - "THE FACTOR" may request the
forced fulfillment of the present Contract or of the "FACTORING AGREEMENTS", or
terminate them as it sees fit with full rights and without need for formalities
or legal decision, in the following cases:

      1.    If the book value of "THE CUSTOMER" reduces by 20% (twenty percent)
            or more with respect to the existing level at 31 May 2003. For the
            purposes of this contract, book value is understood to mean paid in
            company capital plus legal reserve and any other reserve, profit for
            the financial year, as well as for the preceding financial years.
            Reduction in book capital is understood to mean trading losses,
            capital reduction, payment of dividends or other payments made to
            partners or shareholders, even when such items are reflected in
            asset accounts, and all other items that may be considered as
            reductions according to generally accepted accounting principles.

      2.    If "THE CUSTOMER" does not comply in time with its taxation
            obligations.

      3.    If "THE CUSTOMER" is declared to be in a state of bankruptcy,
            bankruptcy proceedings or suspension of payments, is insolvent, if
            part or all of its assets are placed under order or embargo, if it
            assigns all part of its assets to third parties, if it is subject to
            strike action, or if in any way or for any reason it should be
            prevented from carrying out the normal activities.

      4.    For violations or breaches by "THE CUSTOMER" of any of its
            corresponding obligations that have been assumed either under this
            Contract or in any of the "FACTORING AGREEMENTS".

      5.    If "THE CUSTOMER" does not pay or duly deliver to "THE FACTOR" any
            of the sums it must pay or deliver by virtue of this contract.

      6.    The making of any incorrect statement or declaration in this
            contract, or in any other contract, agreement, or legal instrument
            arising in consequence of it, including the transfer of a "LOAN" in
            the knowledge that the loan is subject to a discount or adjustment
            of any kind, or if the loan has already been paid by "THE DEBTOR OR
            DEBTORS".

      7.    If more than 25% of the "ACCOUNTS RECEIVABLE" in favor of "THE
            CUSTOMER" have expired, whether or not they have been transferred to
            "THE FACTOR".

TWENTY TWO: - EFFECTS OF TERMINATION AND FORCED FULFILLMENT. - In the case of
termination of this contract owing to the aforementioned causes, the parties
shall be freed of their respective obligations to transfer or acquire "THE
ACCOUNTS RECEIVABLE" according to the terms of the present Contract and of the
respective "FACTORING AGREEMENTS"; however, all the effects already produced up
to the termination date by these formalized contracts will continue to exist.
Upon termination of this contract, "THE CUSTOMER" will establish and the
"FACTOR" with all times retain, for as long as the ACCOUNTS RECEIVABLE remain
enforce, a reserve equal to the unpaid value of THE ACCOUNTS RECEIVABLE
acquired, and the FACTOR will continue to conduct the recovery activities
corresponding to THE ACCOUNTS RECEIVABLE.

In the case of termination of the FACTORING AGREEMENTS, THE CUSTOMER, in
addition to reimbursing the quantities received in payment of the cost of the
transferred ACCOUNTS RECEIVABLE, will be liable for the payment of damages and
losses suffered by the FACTOR by reason of breach or its termination of the
Contract. With regard to damages and losses, and the level of monetary
recompense, these will be quantified using the interest rate set out in clause
eleven as a basis.

In the case of forced fulfillment, THE FACTOR will demand THE CUSTOMER's
fulfillment of all the obligations acquired under this Contract or under the
FACTORING AGREEMENTS.

TWENTY THREE: - SUBSISTENCE OF RIGHTS. - The fact that the FACTOR does not
exercise its right to terminate this Contract, or does not demand that THE
CUSTOMER fulfill any obligation corresponding to it under that Contract or the
respective FACTORING AGREEMENTS, agreements, or other legal estimates arising
from it, does not in any way imply the FACTOR's acceptance of the said
non-fulfillment nor the waiving of its rights or renunciation of any
modification to this Contract.

TWENTY FOUR: RIGHT OF RETENTION. - THE FACTOR shall have the right to conserve
and retain all the sums owing to the CUSTOMER if the customer does not comply
with any of the provisions contained herein and so comply with the conditions of
this contract to the FACTOR's satisfaction.

TWENTY FIVE: - FACTOR'S RIGHTS. Without prejudice to the terms of the foregoing
Clauses, the FACTOR shall have the right to the following:

                                                                Factor Bonarte 9
<PAGE>

1.    If any DEBTOR of the CUSTOMER or any third party should oppose the
      validity of an acquisition, THE CUSTOMER shall be liable before the FACTOR
      to the total sum of THE ACCOUNTS RECEIVABLE whose acquisition is subject
      to dispute, undertaking to return immediately all the sums it has received
      in payment of the ACCOUNTS RECEIVABLE, plus an agreed penalty equivalent
      to an additional 100% on the rate agreed in Clause Eleven of this
      instrument; this penalty is applied to the unpaid sum of the acquired
      ACCOUNTS RECEIVABLE under dispute, and is calculated from the date at
      which opposition to the acquisition arises and until THE CUSTOMER returns
      the sums received in payment.

2.    if any DEBTOR refuses to pay, in part or in full, any acquired ACCOUNTS
      RECEIVABLE whether by reason of return of goods or non-acceptance of the
      services that occasioned the ACCOUNTS RECEIVABLE, or because the CUSTOMER
      has granted a discount or bonus, or for any other justified reason, the
      CUSTOMER must immediately cover in the FACTOR's favor the sum of the
      acquired ACCOUNTS RECEIVABLE not paid by the DEBTORS. In the event that
      the FACTOR has paid the LOAN, THE CUSTOMER shall provide reimbursement for
      the full or partial excess payment, or if the FACTOR so chooses it may
      encumber any account in its favor.

TWENTY SIX: - TAXES. THE FACTOR will transfer to the CUSTOMER such federal and
local taxes as are transferable in accordance with the relevant legislation, it
being agreed that any non-transferable taxes caused at the date of signing of
this Contract and by reason of the operations subject to it, will fall to the
FACTOR, while the CUSTOMER undertakes to request such exemptions as necessary
from any entity within the Mexican Republic to ensure that dual taxation does
not occur; if no exemption is obtained, it shall be liable to pay any taxes
caused. THE CUSTOMER must provide authenticating evidence to the FACTOR that the
corresponding exemption has been obtained or, if such be the case, that payment
of the tax concerned has been effected.

TWENTY SEVEN: - CHARGE TO CHECKING ACCOUNT. : - THE CUSTOMER expressly
authorizes THE FACTOR to issue such instructions it deems necessary to the BANCO
MERCANTIL DEL NORTE S.A. INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BANORTE
(hereinafter, THE BANK) to effect charges to the check accounts referred to in
declaration one paragraph [illegible], or in any other check or share account
the CUSTOMER may have opened with THE BANK, for such sums as may be demanded by
the FACTOR in accordance with the terms of this Contract, as well as for all
expenses, commissions, and taxes arising by virtue of this contract. It is
further understood that THE FACTOR is empowered, but not obliged, to issue the
aforementioned instructions, and accordingly THE CUSTOMER is not relieved of its
payment obligations arising under this instrument with respect to THE FACTOR,
except where the latter gives its express written authorization.

Any of the parties, that is THE CUSTOMER or THE FACTOR, may notify THE BANK of
the agreement made under this Clause, as well as the rest of the associated
information regarding the agreement made under this Contract. THE BANK must
apply charges to THE CUSTOMER according to the instructions furnished by THE
FACTOR, which may be provided in writing, or via magnetic media, computer files,
or any other media as agreed to by THE FACTOR and THE BANK. The instructions
contained in these media shall be valid in such manner and terms as supplied,
and accordingly obligate the Parties to all applicable effects.

The Parties discharge THE BANK of any responsibility with respect to the
agreement made under this clause, including any effects that may arise due to
errors in the content of information received by THE FACTOR.

Furthermore, during the period this contract is in force, THE FACTOR must retain
all documents and other elements used to substantiate the aforementioned
charges. On the part of the BANK, it is sufficient for it to receive the
charging instructions mentioned in the previous paragraphs, as these will
validate the sum of the aforementioned charges.

TWENTY EIGHT: - PERIOD IN FORCE. - This contract will be in force for the period
of ONE year(s) following the date of signing. However, the present instrument
will remain in force while ever THE CUSTOMER has any outstanding debts arising
either from this Contract or from any FACTORING AGREEMENTS formalized before the
aforesaid termination date, and which correspond to ACCOUNTS RECEIVABLE that are
still outstanding at the termination date, and while ever the DEBTOR remains
under any obligation arising from ACCOUNTS RECEIVABLE that have been acquired by
THE FACTOR via any FACTORING AGREEMENT.

The contract period will be automatically renewed for equal periods, except
where one of the parties expresses to the other in writing its desire to
terminate it.

TWENTY NINE: - MODIFICATIONS TO THE CONTRACT.- Should the conditions set forth
in the present contract require modification, the parties agree that the FACTOR
will notify the CUSTOMER in writing regarding the new conditions that are to
prevail in the contract, including the day when the said modifications are to
become effective. THE CUSTOMER shall have a period of three working days,
counting from the day that notification is received, to communicate its
agreement to the FACTOR. Otherwise, the new modifications will be deemed to have
been accepted. In no case shall modifications apply retrospectively.

                                                               Factor Bonarte 10
<PAGE>

In the case that the CUSTOMER transfers ACCOUNTS RECEIVABLE in favor of the
FACTOR during the three-day period referred to in the previous paragraph, the
new conditions shall be held to have been accepted.

THIRTY: - TRANSFER. - the present contract will obligate and benefit the
CUSTOMER and the FACTOR and their respective successors, it being agreed that
THE FACTOR may transfer all or part of its rights and obligations arising either
from this contract or from the FACTORING AGREEMENTS; however, the CUSTOMER may
not transmit its rights and obligations arising from this contract and from the
FACTORING AGREEMENTS without express authorization given in writing by the
FACTOR.

THIRTY ONE:- REGISTERED ADDRESSES.- all communications sent to the parties for
the purposes of this contract, are to be in writing and sent to the following
domiciles:

THE FACTOR:                    Ave. Revolucion No 3000, Col Primavera
                               Monterrey Nuevo Leon Mexico C.P. 64830

THE CUSTOMER                   AVE. INDUSTRIA NO 10 COL. PUEBLO DE LOS REYES
                               TLANEPANTLA, ESTADO DE MEXICO, MEXICO, C.P. 54075

THE JOINT DEBTOR :
xxxxxxxxxxxxxxxxxxxxx               xxxxxxxxxxxxxxxxxx

Any change in domicile by any of the parties should be communicated to the
others via written notification provided five working days in advance.

THIRTY TWO: - COSTS OF FORMALIZING CONTRACT. For all legal effects this contract
will be made before a Notary Public. The costs incurred are the responsibility
of THE CUSTOMER.

THIRTY THREE:- ENFORCEMENT PROCEDURE. - both parties agree that any actions or
claims related to or arising from this Contract brought by THE FACTOR against
THE CUSTOMER and DEBTORS, will be processed via Mercantile Enforcement Procedure
in conformity with articles 47 and 48 of the General Law for Credit
Organizations and Ancillary Activities and Articles 1391 to 1412 of the
Commercial Code, with reference to Article 1051 of the same legislation.

THIRTY FOUR: - JURISDICTION.- in the case of any dispute that may arise
regarding this contract, the parties submit to the jurisdiction of the competent
tribunals of the city of Monterey, N.L. renouncing any other jurisdiction which
by reason of their present or future domciles, or any other reason, may
correspond to them.

THIRTY FIVE:- HEADINGS OF CLAUSES. - The parties agree that the headings
appearing in this contract are provided exclusively for ease of reading, and
consequently they do not define, limit, or describe the content of the clauses
herein.

                              IDENTITY AND GENERAL

I the undersigned public broker declare that, having ascertained the identity
and names of the contracting parties using the means at my disposal, the parties
declared to me under oath to tell the truth, that they are duly appointed
representatives whose appointments and faculties remain in force, having not
been revoked or limited in any form, being up-to-date in the payment of their
taxes, without confirming this at the time and by name. to be as follows:

The existence of Factor Banorte, S.A. de C.V. is accredited by Public Deed
Number 28,827 dated 16th January 1991, given before Juan Manuel Garcia Garcia,
Acting Public Notary No. 62, with offices at San Pedro Garza Garcia, N.L.,
registered under Number 811, pge 207, Volume 350, Book 3, Second Assistant,
Commercial Section, on 9th April 1991. Prior to Incorporation, application was
made and granted with issue of permit no. 5317, File number (9019000435) dated
30th October 1990, issued by the Ministry of Foreign Relations and with
authorization granted by the Ministry for Taxation and Public Credit, via
official correspondence No (102-E-366-DGSV-II-B-a-4995), File number (712.1/31
1305) dated 22nd November 1990.

                                                               Factor Bonarte 11
<PAGE>

The Authorizations granted to the representatives of Factor Banorte S.A. de
C.V., C.P., Mr. Guillermo Pena Magana Public Accountant, are recorded in Deed
29160 dated 9th May 1996 before Primitivo Carranza Acosta, attorney, acting
notary for Notary public No 72 at Monterey N.L. Javier Garcia Avila, recorded
under No. 2627, unnumbered page, volume 203-53, book Four Third Asst, diverse
instruments and contracts, commercial section Monterey N.L. on 15th May 1996 by
Rafael Humberto Gonzalez Vessi recorded on Deed 29160 dated 9th May 1996 given
before Primitivo Carranza Acosta, acting notary for notary public No 72 at
Monterey N.L. Javier Garcia Avila, recorded under 2627, unnumbered page, volume
203-53, book Four Third Asst, Diverse instruments and contracts, commercial
section, Monterey N.L. on 15th May 19 1996.

BRIGHTSTAR DE MEXICO, S.A. DE C.V.

Deed No. 82,600 in of 12 October 1999, given before Notary Public no. 89 in
Mexico D.F. Gerardo Correa Etchegaray, recorded in the public commercial
registry of the Federal District, Commercial Page No. 256865

Mr. GABRIEL ANGELES BLANCAS

Mexican, of full age, married, executive, with RFC ANBG-600424-L70, residing at
Tamarimoro No 17, Lomas de la Hacienda, Edo. De Mexico.

Deed No. 83964 of 29th March 2000, given before Notary Public No. 89 Gerardo
Correa Etchegaray with practice in Mexico D.F. Recorded in Federal District
Public commercial registry on page 256865.

Mr. EMILIO CARLOS LOMNICZI

Austrian, executive, married, residing at Hacienda San Judas Tadeo No 12-402,
Col. Hacienda de las Palmas, Huizquilucan, Estado de Mexico.

Deed No. 83993 of 19th June 2003, given before Notary Public No. 89 Gerardo
Correa Etchegaray with practice in Mexico D.F.

Recorded in Federal District Public commercial registry on page 256865.

                                                               Factor Bonarte 12
<PAGE>

THE PARTIES BEING INFORMED OF THE SCOPE AND CONTENT OF THE PRECEDING CLAUSES,
THEY HEREBY AFFIX THEIR SIGNATURES TO THE PRESENT CONTRACT AT MEXICO CITY, D.F.,
THIS 4TH (FOURTH) DAY OF NOVEMBER 2003 (TWO THOUSAND AND THREE)

                                  "THE FACTOR"

         FACTOR BANORTE, S.A. DE C.V. ORGANIZACION AUXILIAR DEL CREDIT,
                            GRUPO FINANCIERO BANORTE

          /s/ Rafael Humberto Gonzalez Vessi /s/ Guillermo Pena Magana

      RAFAEL HUMBERTO GONZALEZ VESSI, ATT. AND GUILLERMO PENA MAGANA, CPA

             /s/ Gabriel Angeles Blancas /s/ Emilio Carlos Lominczi

                                  THE CUSTOMER
                        BRIGHTSTAR DE MEXICO S.A. DE C.V.

           MR. GABRIEL ANGELES BLANCAS AND MR. EMILIO CARLOS LOMNICZI

XXXXXXXXXXXXXXXXXX hereby sign(s) the present Contract to show that it/ they
enter into joint undertaking with THE CUSTOMER.

________________________________________________-
JOINT DEBTOR
XXXXXXXXXXXXXXXXXXXXX

                                    WITNESSES

        /s/ Renee Dominguez Tejada                /s/ Sergio Erik Camacho Garcia
        --------------------------                ------------------------------
        RENEE DOMINGUEZ TEJEDA                    SERGIO ERIK CAMACHO GARCIA

I THE UNDERSIGNED PUBLIC BROKER, HEREBY ATTEST TO THE PRECEDING DOCUMENT AND
DECLARE THAT I PERSONALLY KNOW THE PARTIES APPEARING BEFORE ME, WHOM I CONSIDER
TO BE LEGALLY CAPABLE AND ABLE TO CONTRACT AND UNDERTAKE OBLIGATION, NOR DO I
HAVE ANY INFORMATION TO THE CONTRARY, AND HAVING READ THE CONTENTS TO THE MAKERS
OF THIS DOCUMENT IN MY CAPACITY AS PUBLIC BROKER AFTER INFORMING THEM OF THEIR
RIGHT TO DO SO PERSONALLY, I EXPLAINED TO THEM THE LEGAL SCOPE OF THE PRESENT
DOCUMENT AND OF EACH AND EVERY ONE OF THE LEGAL PROVISIONS CITED, AND THE
PARTIES THEREUPON STATED THEIR CONFORMITY AND TOGETHER AFFIXED THEIR SIGNATURES
THIS _______________________ DAY OF THE MONTH OF ______________________ YEAR
________ SO ATTESTED.

                                                               Factor Bonarte 13
<PAGE>

ANNEXURE No. 1 TO REGULATORY FACTORING AGREEMENT No. FS8396 OF 4TH (FOURTH)
NOVEMBER 2003 (TWO THOUSAND AND THREE) ENTERED INTO BY FACTOR BANORTE S.A. DE
C.V. ORGANIZACION AUXILIAR DEL CREDITO, GRUPO FINANCIERO BANORTE AND BRIGHTSTAR
DE MEXICO S.A. DE C.V.

FACTORING AGREEMENT ENTERED INTO BY ON THE FIRST PART ==========================
HEREINAFTER

TERMED THE CUSTOMER, AND ON THE SECOND PART FACTOR BANORTE, S.A. DE C.V.
ORGANIZACION AUXILIAR DEL CREDITO GRUPO FINANCIERO BANORTE, HEREINAFTER TERMED
"THE FACTOR", WHICH CONTRACT IS MADE SUBJECT TO THE FOLLOWING DECLARATIONS AND
CLAUSES:

                                  DECLARATIONS:

THE CUSTOMER AND THE FACTOR declare:

I.    That the ==== of ====== year ===== both parties entered into a Contract of
      Promise of Agency No. ======== (hereinafter THE CONTRACT) via which THE
      CUSTOMER AND THE FACTOR determined the terms and conditions according to
      which they were to carry out the transferal of Accounts Receivable that
      have arisen to THE CUSTOMER from the provision of goods or services or
      both that it has made or may make in the future with its customers.

II.   THE CUSTOMER will be liable to pay the value added tax corresponding to
      the total nominal value of the transferred ACCOUNTS RECEIVABLE, in
      accordance with article 1-C of the law of value added tax.

III.  That each and every one of the declarations made by the parties in THE
      CONTRACT are valid and true at the date of the present Factoring
      Agreement.

IV.   That in fulfillment of the terms of the CONTRACT they wish to enter into
      the present Factoring Agreement, which they make subject to the following:

CLAUSES:

ONE: - THE FACTOR acquires from THE CUSTOMER, and the CUSTOMER transfers to the
FACTOR without any reservation or limitation, the credit rights which are set
out on the schedule which is annexed to and forms an integral part of this
document, it being understood that THE FACTOR accepts this acquisition by virtue
of the CUSTOMER's declaration to the effect that it has delivered the goods
and/or provided the services to the customers referred to in the documentation
mentioned in the annexed schedule.

TWO:- the base price of the credit rights is the Sum of --------------------
(--------------------------------)

THREE:- the APPRAISAL agreed to for the present operation is ========= % of the
nominal value of the transferred ACCOUNTS RECEIVABLE.

FOUR:- in accordance with clause 7 of the CONTRACT, discounting will be covered
by the CUSTOMER.

=======================================
in accordance with clause 7 of THE CONTRACT, both parties by common agreement to
term in that the "discount rate" for the present operation will be: ============
=======================================

FIVE: - the expiry date for the payment of acquired credit rights is the date
indicated for each of them on the schedule annexed to the present contract. On
the said date, THE FACTOR will return to THE CUSTOMER the appraisal referred to
in clause 3 of this contract, provided that the debtors effect payment of same
to the FACTOR.

SIX:- Regarding all matters benefiting the FACTOR, the acquisition granted
herein comprises all accessory rights to THE CUSTOMER that may arise from the
credit rights referred to above in clause one, including any surety, bond,
insurance, and other guarantees that any customer or third party may have
provided by virtue of or in relation to the provision of goods or services, or
both, by THE CUSTOMER.

SEVEN: by way of payment for "administration fees", via this instrument THE
CUSTOMER hereby pays THE FACTOR the sum of -------------------
(--------------------------), being for financial advice, safeguarding, custody,
prior processing, and recovery, other associated activities.

EIGHT:- THE CUSTOMER guarantees to THE FACTOR both the existence and legitimacy
of the Accounts Receivable it acquires, as well as the solvency of the debtors.

                                                               Factor Bonarte 14
<PAGE>

NINE:- at the request of THE CUSTOMER, by this instrument THE FACTOR makes over
to it the sum of ===================== (=====================), this being the
payment price for the transferal of credit rights less the sum retained by THE
FACTOR as appraisal or security margin. It this wise, THE CUSTOMER acknowledges
receiving this sum and by the present instrument hereby issues the fullest and
most formal receipt for which the law provides.

With respect to value added tax for agency operations, and for all legal effects
that may be applicable in accordance with article 1-C of the Law of Value Added
Tax, THE CUSTOMER acknowledges that, via this instrument, it receives the agreed
consideration together with the value added tax corresponding to the activity
which generated the documents upon which the recovery rights are founded, at
such time as transfer of these rights is effected in accordance with the terms
of clause one of this Contract.

TEN:- all fees, taxes, writes, deductions, penalties, any other taxation-type
payment, plus any other sum it may be necessary to disburse in relation to the
preparation, formalization, modification, notification, and fulfillment of this
Factoring Agreement, or which arises from any sum that may be required to be
paid or delivered in accordance with this Factoring Agreement, will be at the
exclusive cost and responsibility of THE CUSTOMER.

ELEVEN:- for matters related to the interpretation and fulfillment of the
present contract, THE CUSTOMER expressly submits itself to the competent
tribunals of Monterey, Nuevo Leon, waiving any other legal right that may be
available to it by reason of its present or future domicile.

The parties having expressed their understanding of the content and legal scope
of the present instrument, they affix their signatures in duplicate hereto, in
the city of ======================================== this ======== day of
======================= year =====

  THE CUSTOMER                                        THE FACTOR

  Per:                                                Per:
  Name:                                               Name:

  WITNESS                                             WITNESS
  Name:                                               Name:

                                                               Factor Bonarte 15
<PAGE>

ANNEXURE No. 2 TO REGULATORY FACTORING AGREEMENT No. FS-8396 OF 4TH (FOURTH)
NOVEMBER 2003 (TWO THOUSAND AND THREE) ENTERED INTO BY FACTOR BANORTE S.A. DE
C.V. ORGANIZACION AUXILIAR DEL CREDITO, GRUPO FINANCIERO BANORTE AND BRIGHTSTAR
DE MEXICO S.A. DE C.V.

CONTRACT OF PROMISE OF AGENCY INCLUDING ADVANCES, ENTERED INTO BY ON THE FIRST
PART ==================== REPRESENTED BY ========================= , HEREINAFTER
TERMED THE CUSTOMER, AND ON THE SECOND PART FACTOR BANORTE, S.A. DE C.V.
ORGANIZACION AUXILIAR DEL CREDITO GRUPO FINANCIERO BANORTE REPRESENTED BY
========================= HEREINAFTER TERMED "THE FACTOR", WHICH CONTRACT IS
MADE SUBJECT TO THE FOLLOWING DECLARATIONS AND CLAUSES:

                                  DECLARATIONS:

      I.    - Both parties declare:

      a)    That they have entered into the Regulatory Factoring Agreement No.
            =============== (hereinafter THE CONTRACT) dated === of ========
            year ======, under which, and in accordance with its Clause Twelve,
            they wish to enter into the present Contract of Promise of Agency
            Including Advances.

      b)    That THE CUSTOMER has received an order for the provision of
        ================================ to ==============================, for
        a total sum of =============(===================================) whose
        existence has been verified by THE FACTOR and the documentation giving
        evidence of the aforementioned order (hereinafter the ORDER) is annexed
        to this Contract

      By virtue of the foregoing the parties agree to grant the following:

                                    CLAUSES:

      ONE. THE CUSTOMER undertakes to transfer and the FACTOR undertakes to
      acquire the credit rights in favor of THE CUSTOMER arising to it from the
      ORDER, by the formalization of the respective Factoring Agreement in
      accordance with the terms and conditions set out in THE CONTRACT.

      TWO.- via this instrument THE FACTOR makes over, and the CUSTOMER receives
      to its full satisfaction, the sum of =======================
      (===========================) being advance payment for the ORDER.

      In accordance with clause 12, point four of the CONTRACT, THE CUSTOMER
      will cover the financial charges and other accessories
      ========================

      THREE.- Both parties agree that the present advance will be for a period
      of =======, after which time THE CUSTOMER and the FACTOR will formalize
      the respective Factoring Agreement.

      FOUR.- The present Contract of Promise of Agency will be governed by the
      terms and conditions set out in THE CONTRACT and specifically by the
      contents of Clause 12 of THE CONTRACT.

The parties having expressed their understanding of the content and legal scope
of the present Contract of Promise of Agency, they affix their signatures before
the undersigned witnesses, in the city of ================================= this
======== day of =================== year =====

                                   THE FACTOR

              FACTOR BANORTE S.A. DE C.V. ORGANIZACION AUXILIAR DE
                        CREDITO, GRUPO FINANCIERO BANORTE

                                 Represented by:

                                  THE CUSTOMER

                                 Represented by:

                                                               Factor Bonarte 16
<PAGE>

ANNEXURE No. 3 TO REGULATORY FACTORING AGREEMENT No. F-S8396 OF 4TH (FOURTH)
NOVEMBER 2003 (TWO THOUSAND AND THREE) ENTERED INTO BY FACTOR BANORTE S.A. DE
C.V. ORGANIZACION AUXILIAR DEL CREDITO, GRUPO FINANCIERO BANORTE AND BRIGHTSTAR
DE MEXICO S.A. DE C.V.

PRESENT.-

I am writing to inform you that the checks issued in my favor and drawn on the
checking accounts that were opened in the said institution, may be endorsed or
transferred via ordinary assignment in favor of FACTOR BANORTE, S.A. DE C.V.
ORGANIZACION AUXILIAR DE CREDITO, GRUPO FINANCIERO BANORTE, by each and every
one of the officials to which the latter has granted sufficient authorization to
sign credit instruments

Issued in accordance with the terms of article 9, Section II, of the General Law
on Credit Instruments and Operations.

SINCERELY

/s/ Gabriel Angeles Blancas     /s/ Emilio Carlos Lomniczi
---------------------------------------------------------------
MR. GABRIEL ANGELES BLANCAS AND MR. EMILIO CARLOS LOMNICZI

                                    WITNESSES

            ______________________                  _______________________

                                                               Factor Bonarte 17
<PAGE>

I, JUAN MARTIN ALVAREZ MORENO, ATTORNEY, PROPRIETOR OF PUBLIC BROKERAGE NUMBER
FORTY-SIX IN THIS FEDERAL DISTRICT HEREBY MAKE KNOWN:

BEFORE ME, MR. RAFAEL HUMBERTO GONZALEZ VESSI AND MR. GUILLERMO PENA MAGANA,
REPRESENTING "FACTOR BANORTE", SOCIEDAD ANONIMA DE CAPITAL VARIABLE,
ORGANIZACION AUXILIAR DE CREDITO, GRUPO FINANCIERO BANORTE, AS "THE FACTOR"; AND
MR. GABRIEL ANGELES BLANCAS AND EMILIO CARLOS LOMNICZI, ALSO KNOWN AS CARLOS
LOMNICZI STRUBERT, REPRESENTING "BRIGHTSTAR MEXICO", SOCIEDAD ANONIMA DE CAPITAL
VARIABLE, AS "THE CUSTOMER", RESPECTIVELY, FOR THE PURPOSE OF RATIFYING
REGULATORY FACTORING AGREEMENT NUMBER FS-8396 (F,S, HYPHEN, EIGHT, THREE, NINE,
SIX), DATED FOURTH NOVEMBER TWO THOUSAND AND THREE, AND ANNEXURES, WHICH PRECEDE
THE PRESENT CERTIFICATION, THE SAID DOCUMENT CONSISTING OF SEVENTEEN PAGES
CONCLUDING WITH THE SIGNATURES OF THE AFOREMENTIONED PERSONS WHO ACKNOWLEDGE
THESE TO BE THE HABITUAL SIGNATURES THEY EMPLOY FOR THESE USES.
--------------------------------

THE SAID DOCUMENT WAS RATIFIED BEFORE ME, AS ATTESTED BY OFFICIAL RECORD NUMBER
EIGHT THOUSAND EIGHT HUNDRED AND SEVENTY THREE WHICH WAS DRAWN UP FOR THE
PURPOSE ON THIS DATE. -----------------------------------------------------

THOSE HERE PRESENT DECLARE UNDER SOLEMN OATH THAT THEIR CUSTOMERS ARE CORPORATE
PERSONS WITH LEGAL CAPACITY, DULY INCORPORATED IN ACCORDANCE WITH THE LAWS OF
THE MEXICAN REPUBLIC, AND THAT TO DATE THE POWERS ASSIGNED TO THEM HAVE NOT BEEN
REVOKED, MODIFIED, OR VARIED IN ANY FORM, AND WHICH THEY HAVE ACCREDITED TO ME
VIA THE PUBLIC INSTRUMENTS DESCRIBED IN THE TEXT OF THE AFOREMENTIONED
RECORD.-------------------------------------------------------------------------

MEXICO, FEDERAL DISTRICT, THIS NINETEENTH OF FEBRUARY TWO THOUSAND AND
FOUR.---------------------------------------------------------------------------

SO ATTESTED. -------------------------------------------------------------------
JMAM'CSP/ mpr* -----------------------------------------------------------------

                       /s/ Juan Martinez Alvaraez Moreno
                       ------------------------------------
                           JUAN MARTIN ALVAREZ MORENO
                          PROPRIETOR, PUBLIC BROKERAGE
                                NUMBER FORTY SIX
                                FEDERAL DISTRICT

                                                               Factor Bonarte 18