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                                                                   EXHIBIT 10.28

CONTRACT

APPEAR

This Agreement is entered into by and between GM Group, Inc. ("GM"), represented
by Mr. Richard L. Carrion, member of its Board of Directors, and Mr. Carlos
Colino Martinez, of legal age, married and resident of Mexico City ("Colino").

WITNESSETH

         A.       Colino is interested in joining GM as Chairman of the Board of
                  Directors and Chief Executive Officer of GM, a subsidiary of
                  Popular, Inc. ("Popular"). Colino has made representations
                  indicating that he has significant experience in the field of
                  Payment Systems and Electronic Banking.

         B.       Based on Colino's representations and commitments, GM agrees
                  to allow Colino to join GM by executing a limited time
                  contract subject to following terms:

AGREEMENTS

         1.       SERVICES

                  Colino will perform the proper duties, as assigned to him from
         time to time, of Chairman of the Board and Chief Executive Officer of
         GM in an efficient, diligent and effective manner. Colino will also be
         a member of Popular's Senior Management Council, Popular's principal
         managerial and executive body. Colino agrees to faithfully comply with
         Popular's and GM's policies, norms, directives, and tasks; and fulfill
         the administrative and business objectives. Colino recognizes that this
         task requires his full attention, and dedication of his time and
         energy, therefore, except as provided in the next paragraph, he shall
         not be employed by, spend time for, or provide any form of compensated
         services to any other person, entity, or own business, while being an
         employee of GM.

                  As an exception, Colino has expressed his interest in
         continuing to serve as a consultant in banking related matters for an
         entity dedicated to the formation of bank branch employees called
         "Cohen and Brown Management Group." Colino has expressed that this
         entity requires minimal dedication and shall not present a conflict of
         interest with GM or Popular.

                  GM agrees that Colino may continue to provide these services,
         and Colino agrees to notify GM of any change in such entity that may
         create a conflict of interest with GM and Popular.

         2.       COMPENSATION

                  Colino's compensation will be as follows:



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                  (a.)     A basic annual salary of $450,000 paid by GM, subject
                           to all the deductions required by the applicable
                           federal and local laws, which will also apply to
                           other applicable benefits.

                  (b.)     Participation in the Annual Incentive of Popular's
                           Senior Management Council. The incentive can be
                           equivalent to the amount of one-year salary if all
                           the financial goals are achieved and the performance
                           is satisfactory.

                  (c.)     Participation in Popular's Stock Option Plan, that
                           can be equivalent to the amount of one half of
                           one-year salary depending on performance.

                  (d.)     Transfer expenses, including moving, flight and other
                           related expenses, up to $75,000. This commitment will
                           be satisfied by a one-time payment.

                  (e.)     Automobile paid by GM for a cost of up to $65,000,
                           the appropriate maintenance and chauffeur.

                  (f.)     Cellular phone.

                  (g.)     Christmas bonus equivalent to a two-weeks salary.

                  (h.)     Participation in the Deferred Stock and Savings Plan
                           (under section 1165(e) of the Puerto Rico Internal
                           Revenue Code). Colino may make Plan contributions of
                           up to $8,000 before tax. GM will match up to 3% of
                           the $8,000. Colino may also make after-tax plan
                           contributions of up to 10% of annual salary.

                  (i.)     A contribution of 4% of annual salary, of which 20%
                           will be payable in cash and the be remaining portion
                           will be deferred under GM's Profit Sharing Plan, if
                           financial goals are met.

                  (j.)     Monthly rent for housing of up to $7,500 and payment
                           of tax liability applicable to this taxable benefit.

                  (k.)     Family Medical Plan of GM that includes prescription
                           drugs and dental plan. Colino will pay 20% of the
                           premium, approximately $70 per month for 2002.

                  (l.)     Basic Life Insurance Policy of $150,000. Colino may
                           acquire additional coverage for a reasonable cost.

                  (m.)     Social Club membership.

                  (n.)     Corporate card for business expenses and preferential
                           rates on loans.

                  (o.)     Short and Long-Term Disability Plans.

                  (p.)     20 vacations days and 19 holidays per year.

         3.       TERM OF CONTRACT

                  The term of this contract is three (3) years, starting on
         August 1, 2002 and ending on July 31, 2005. After the termination date,
         both parties may, upon mutual consent, extend the term of this Contract
         on an annual basis. If a party is interested in such extension, it
         shall notify such interest to the other party within the first thirty
         (30) days of the last sixty (60) days of the term of this Contract and,
         if the other party agrees with the extension a written agreement will
         be subscribed extending the term of the Contract before its expiration.

         4.       RIGHT TO TERMINATE THE CONTRACT BEFORE ITS EXPIRATION DATE

                  Colino may terminate this Contract at any time before its
         expiration date, by providing GM a sixty-day (60) prior notice. GM may
         terminate this Contract at any time before its expiration date, with or
         without cause.

                  If this Contract is terminated before its expiration date by
         Colino, or by GM for just cause, all GM and Popular obligations will
         terminate, including payment of salary and benefits, provided in
         paragraph 2.



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                  If the Contract is terminated without just cause by GM before
         the expiration date, GM and/or Popular's responsibility under this
         Contract will be limited to the payment of:

<TABLE>
<S>                                                           <C>
     -  During the first year after the effective date:       $400,000

     -  During the second year after the effective date:      $300,000

     -  During the third year after the effective date:       $100,000
</TABLE>

                  Such payment shall also include any GM and/or Popular
         obligation under any law regarding termination of the employment
         contract.

                  Except for the services described in Section 1, Colino's
         obligations under this Contract will survive the termination of this
         Contract, regardless of the fact that the Contract is terminated on the
         termination date or prior to the termination date, or with or without
         cause.

         5.       JUST CAUSE

                  "Termination or discharge for just cause," for purpose of this
         Contract, includes Colino's termination of employment by GM for any of
         the following reasons: not complying with his duties and obligations in
         the form described in this Contract; not complying with the norms,
         policies and directives of GM and/or Popular; acting negligently;
         violating any federal or local law or regulation; dishonesty;
         incompetence that is detrimental to GM and/or Popular; violation of
         fiduciary duties; indiscipline or other reasons of similar importance
         or nature; termination due to an order of a federal or local authority;
         any action or omission by Colino that adversely affects the proper and
         normal functioning of GM and/or Popular.

         6.       DEVOLUTION OF PROPERTY

                  At the time of termination of this Contract, regardless of the
         fact that the termination is with or without cause, or due to a
         decision of GM or Colino, Colino will return to GM all property of GM
         that Colino is utilizing to provide his services and that is under his
         possession, custody or control.

         7.       CONFIDENTIALITY

                  Colino recognizes that, due to the essentially confidential
         nature of the functions and duties that he will perform under this
         Contract, he will have access to data, matters, plans, strategies,
         methodologies and other secret and confidential information of GM
         and/or Popular, in addition to financial and client information of GM
         and/or Popular. Therefore, Colino agrees to maintain such information
         under strict confidentiality and discretion, and not to disclose and
         utilize this information for any other purpose during or after the term
         of this Contract.

         8.       NON-COMPETE AGREEMENT

                  In consideration and for having granted this Contract to
         Colino, Colino expressly agrees that, during the term of this Contract,
         and the term of any agreed extension, and during a term of one year
         after termination of the Contract, he will not provide any services in
         the field of payment systems or Electronic Banking, to any competitor
         of GM or its parent company, affiliates, sister companies, subsidiaries
         or successors (the "Corporations"), either as employee, owner or
         consultant or in any other capacity, personally or through a
         partnership, company or corporation. This non-compete agreement is
         limited to the Puerto Rico geographical area.

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                  Colino recognizes that GM and Popular have a legitimate
         interest in this non-compete clause, that the reach of this prohibition
         is reasonable in terms of purpose, term and place, that the term of one
         year is reasonable, and that the value received in return is adequate.

                  In addition, Colino agrees that, since the damages for
         violating the agreements under this Article are difficult to determine,
         he hereby consents to the determination of any equity remedy issued by
         a competent court by means of a restriction order, "injunction", or
         other similar remedy, to implement these dispositions.

         9.       INTELLECTUAL PROPERTY

                  Any work, study, document, idea, design, organizational or
         operational scheme, or other recommendation or advice offered or
         provided by Colino to GM and/or Popular, Inc.:

                           i.       will not obligate GM and/or Popular, but may
                                    be used or implemented by GM and/or Popular
                                    at its sole discretion; and

                           ii.      will constitute and turn into the exclusive
                                    property of GM and/or Popular whether or not
                                    adopted or implemented, free of any
                                    authorship rights. Colino hereby transfers
                                    and assigns to GM and/or Popular any
                                    authorship rights with respect to such work,
                                    studies, documents, ideas, designs, schemes,
                                    recommendations or advice.

         10.      DISABILITY OR DEATH

                  If, during the term of this Contract, Colino becomes disabled
         and cannot conduct the services specified in this Contract, or dies,
         all the obligations of GM and/or Popular under this Contract, including
         payment of salaries, benefits and bonuses, will cease at the end of the
         month in which such disability or death occurs, except that in the case
         of disability, Colino will receive the benefit of short or long-term
         disability insurance according to the terms of such insurance coverage.

         11.      TOTAL COMPENSATION

                  Colino is aware that he has a right only to those benefits or
         compensation that are established in paragraph 2 of this Contract.

         12.      APPLICABLE LAW

                  The Contract will be governed by the laws of the Commonwealth
         of Puerto Rico, except for laws that are preempted by a federal law,
         regulation or order that is applicable to GM and/or Popular. In such
         case, the federal law, order or regulation will be applicable to this
         Contract.

         13.      ARBITRATION

                  Any dispute over any interpretation, validity, compliance,
         extension or termination of this Contract that has not been resolved by
         the parties, shall be submitted to compulsory arbitration in the city
         of San Juan, Puerto Rico, in accordance with the laws of the American
         Arbitration Association. The party that is interested in arbitration
         shall notify the other party no later than ten (10) days from the date
         on which such dispute arises. The arbitration costs,

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         including the arbitrator's fees, shall be borne in equal parts, by
         Colino and GM. Each party will pay its own attorney's fees and the
         costs of evidence preparation and presentation.

                  Any GM and/or Popular cause of action filed against Colino as
         a result of his failure to comply with paragraphs 7, 8, and 9 of this
         Contract are expressly excluded from arbitration, and may filed and
         reviewed by any competent court of justice.


         14.      CONFLICT OF INTEREST

                  Colino agrees to notify GM of any personal, business or
         investment circumstance that may create a conflict of interest with GM
         or Popular. In case of a conflict of interest, the conflict of interest
         shall constitute just cause for GM to terminate this Contract without
         any further obligation.

         15.      GENERAL TERMS

                  A. AMENDMENTS

                  Any modification or amendment to the terms and conditions of
         this Contract shall not be effective unless agreed in writing by both
         parties.

                  B. COMPLETE AGREEMENT

                  This Contract includes the complete agreement between the
         parties and supersedes any proposal, negotiation, representation,
         conversation or discussion between the parties prior to its execution.

                  C. VOLUNTARY AGREEMENT

                  Both parties have had the opportunity to consult their
         respective attorneys and advisors prior to the execution of this
         Contract and express that the Contract is drafted to their satisfaction
         and that they have executed the Contract freely and voluntarily.


         KNOW ALL MEN BY THESE PRESENTS, that the parties sign this Contract, in
         duplicate original, today June 3, 2002, in San Juan, Puerto Rico.

         GM GROUP, INC.

         By:  s/ Richard L. Carrion                 s/ Carlos Colino Martinez
         --------------------------                 -------------------------
         Richard L. Carrion                         Carlos Colino Martinez