AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
                  CREDIT AGREEMENT AND CONSENT

     THIS  AMENDMENT  NO.  2  TO  AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT (this "Agreement") is made  and  entered into as of the 12th day of
May, 2000 among each of CONSOLTEX INC., a corporation under the laws of New
Brunswick having its principal place of business  in  Ville  Saint-Laurent,
Qu<e'>bec,   Canada   ("Consoltex"),  CONSOLTEX  (USA)  INC.,  a  New  York
corporation ("Consoltex  USA"),  THE  BALSON-HERCULES  GROUP  LTD., a Rhode
Island  corporation ("Balson-Hercules"), LINQ INDUSTRIAL FABRICS,  INC.,  a
Delaware  corporation  ("LINQ",  and together with Consoltex, Consoltex USA
and Balson-Hercules, the "Term B Guarantors"),  and  CONSOLTEX MEXICO, S.A.
DE  C.V., a Mexican corporation ("Consoltex Mexico") (Consoltex,  Consoltex
USA,  Balson-Hercules,  LINQ and Consoltex Mexico are collectively referred
to herein as the "Borrowers" );

RAFYTEK, S.A. DE C.V., a Mexican corporation ("Rafytek"), RAFYTICA, S.A., a
Costa Rican corporation ("Rafytica"),  VERA  PAK,  S.A.  DE C.V., a Mexican
corporation  ("Vera  Pak"),  MARINO TECHNOLOGIES INCORPORATED,  a  Delaware
corporation  ("Marino"),  ROYALTON   MEXICANA  S.A.  DE  C.V.,   a  Mexican
corporation ("Royalton"), VEST COMPANY  VESTCO  S.A.  DE  C.V.,  a  Mexican
corporation ("Vestco") and  MARINO TECHNOLOGIES DE MEXICO, S.A. DE C.V.,  a
Mexican  corporation  ("Marino  Mexico") (the Borrowers, Rafytek, Rafytica,
Vera  Pak, Marino, Royalton, Vestco  and  Marino  Mexico  are  collectively
referred  to  herein  as the "Guarantors" and individually referred to as a
"Guarantor");

NATIONAL BANK OF CANADA,  a  bank governed by the Bank Act (Canada), having
its head office in Montr<e'>al,  Qu<e'>bec,  Canada,  in  its capacity as a
Lender  ("NBC"),  BANK  OF  AMERICA,  N.A.,  a national banking association
organized  and  existing under the laws of the United  States,  having  its
principal  office  in  Charlotte,  North  Carolina,  U.S.A.,  successor  in
interest to NationsBank, National Association,  in its capacity as a Lender
("Bank of America"),  and  EACH  OTHER  FINANCIAL INSTITUTION EXECUTING AND
DELIVERING  A SIGNATURE PAGE HERETO and each  other  financial  institution
which may hereafter  execute  and  deliver an instrument of assignment with
respect to the Credit Agreement, as  defined below, pursuant to SECTION 3.8
OR 14.1 thereof (hereinafter NBC, Bank  of America and such other financial
institutions may be referred to individually  as a "Lender" or collectively
as the "Lenders"), NATIONAL BANK OF CANADA, in  its  capacity  as agent for
the  Canadian  Facilities Lenders (as defined in the Credit Agreement)  (in
such capacity, or  any  successor agent appointed to serve in such capacity
in accordance with the terms  of  SECTION 13.9 of the Credit Agreement, the
"Canadian Agent"), and BANK OF AMERICA,  N.A.,  successor  in  interest  to
NationsBank,  National  Association,  in its capacity as agent for the U.S.
Facilities Lenders (as defined in the Credit  Agreement) (in such capacity,
or any successor agent appointed to serve in such  capacity  in  accordance
with the terms of SECTION 13.9 of the Credit Agreement, the "US Agent"  and
together with the Canadian Agent, the "Agents"), and BANK OF AMERICA, N.A.,
successor  in  interest  to  NationsBank,  National Association, a national
banking association organized and existing under  the  laws  of  the United
States,  having  its  principal  office  in  Charlotte, North Carolina,  as
Collateral Agent (in such capacity, the "US Collateral Agent").
                           W I T N E S S E T H:

     WHEREAS, the Borrowers, the Guarantors, the  Lenders  and  the  Agents
have  entered into that certain Amended and Restated Credit Agreement dated
as of October  25,  1999,  as  amended  by  Amendment  No. 1 to Amended and
Restated Credit Agreement and other Loan Documents dated  as  of January 3,
2000 by and among the Borrowers, the Guarantors, the Lenders and the Agents
("Amendment No. 1") (as so amended by Amendment No. 1 and from time to time
hereafter  amended,  supplemented,  modified  or amended and restated,  the
"Credit  Agreement"), pursuant to which the Lenders  have  agreed  to  make
certain Advances to the Borrowers; and

     WHEREAS, the Borrowers, Rafytek, Rafytica, and the Agents have entered
into a Guaranty  Agreement  dated  as  of  March  19,  1996  (the  "Initial
Guaranty"),  Vera  Pak,  the  Agents and Desjardins Trust Inc. have entered
into  a  Guaranty Agreement dated  as  of  May  31,  1996  (the  "Vera  Pak
Guaranty")  and  Marino,  Royalton,  Vestco,  Marino Mexico, the Agents and
Desjardins Trust Inc. have entered into a Guaranty  Agreement  dated  as of
October  22,  1999  (the  "1999  Guaranty"  and  together  with the Initial
Guaranty and the Vera Pak Guaranty, and as any of them from  time  to  time
hereafter  may  be amended, supplemented, modified or amended and restated,
the "Guaranty Agreements"),  pursuant  to  which  Guaranty  Agreements  the
Guarantors  have  guaranteed  payment  of  the  Borrowers'  Liabilities (as
defined in each respective Guaranty Agreement); and

     WHEREAS,  the  Borrowers  (except  for Consoltex Mexico), and  the  US
Collateral Agent  have entered into a Security  Agreement dated as of March
19,  1996, as amended by Amendment No. 1 (as amended,  the  "1996  Security
Agreement")  and  Marino  and  the US Collateral Agent  have entered into a
Security Agreement dated as of October  22,  1999,  as amended by Amendment
No.  1 (as amended, the "1999 Security Agreement", and  together  with  the
1996 Security Agreement, and as any of them from time to time hereafter may
be amended,  supplemented,  modified or amended and restated, the "Security
Agreements"); and

     WHEREAS,  the Borrowers (except  for  Consoltex  Mexico)  and  the  US
Collateral Agent  have  entered  into an Assignment of Patents, Trademarks,
Service Marks and Copyrights dated  as  of  March  19,  1996, as amended by
Amendment  No. 1 (as so amended by Amendment No. 1 and from  time  to  time
hereafter amended,  supplemented, modified or amended and restated, the "IP
Assignment"); and

     WHEREAS, Consoltex,  Consoltex  USA  and  Consoltex  Mexico and the US
Collateral  Agent have entered into a Stock Pledge Agreement  dated  as  of
March 19, 1996  (the  "Initial  Pledge Agreement") and Consoltex, Consoltex
USA and Consoltex Mexico and the  US  Collateral  Agent have entered into a
Stock Pledge Agreement (Mexican Subsidiaries) dated  as  of  March 19, 1996
(the "Mexican Subsidiaries Pledge Agreement" and together with  the Initial
Pledge Agreement, and as either of them from time to time hereafter  may be
amended,  supplemented,  modified  or  amended  and  restated,  the "Pledge
Agreements"); and


1
Doc. No. 343228


<PAGE>



     WHEREAS,  the Borrowers have informed the Agents and the Lenders  that
for financial reporting  purposes,  effective  as  of  January 1, 2000, the
Borrowers have adopted the generally accepted accounting principles as from
time to time applicable in the United States of America  ("U.S.  GAAP") and
report  all  financial  data in their consolidated financial statements  in
United States Dollars; and

     WHEREAS,  previously   the   Borrowers   prepared  their  consolidated
financial statements utilizing the accounting principles generally accepted
in Canada as recommended in the Canadian Institute of Chartered Accountants
Handbook  ("Canadian  GAAP")  and  reported  all financial  data  in  their
consolidated  financial  statements in Canadian  Dollars,  and  the  Credit
Agreement calculated all financial  covenants  in SECTIONS 11.1 and 11.3 in
the Credit Agreement in Canadian Dollars applying Canadian GAAP; and

     WHEREAS, the Borrowers have requested that  SECTIONS  11.1 and 11.3 of
the  Credit Agreement and the definitions attendant thereto be  amended  as
necessary  to provide for calculation of the financial covenants to be made
in United States Dollars applying U.S. GAAP, and for the covenant levels to
be modified  to  give  effect  to  such  change  in  reporting currency and
application  of  U.S. GAAP, in order to be consistent with  the  Borrowers'
preparation and reporting of its consolidated financial statements; and

     WHEREAS, the  Borrowers  have informed the Agents and the Lenders that
AIP/CGI  NB  Acquisition Corp. ("AIP/CGI")  intends  to  acquire  from  Les
Gantiers Holding  B.V., by purchase, amalgamation, merger, consolidation or
otherwise,  all the  multiple  voting  shares  issued  and  outstanding  by
Consoltex (the  "AIP  Change  of  Control"), which will thereby result in a
Change  of  Control  as  prohibited  by  SECTION  11.13(A)  of  the  Credit
Agreement; and

     WHEREAS, the Borrowers have also  informed  the Agents and the Lenders
that the following will sequentially occur after the  AIP Change of Control
(collectively, the "Reorganization");

          (i) Consoltex is to be amalgamated with and into AIP/CGI, at such
     time the holder of all multiple voting shares and  subordinate  voting
     shares issued by Consoltex; then

          (ii) AIP/CGI will contribute all the equity interest in Consoltex
     USA,  its  wholly owned subsidiary, to its parent corporation, AIP/CGI
     Acquisition  Corp.  ("AIPCO"),  such  that Consoltex USA will become a
     wholly owned subsidiary of AIPCO and an affiliate of AIP/CGI, which is
     also a wholly owned subsidiary of AIPCO; and

     WHEREAS, the Required Lenders and the Agents are willing to consent to
    the AIP Change of Control and to the Reorganization  on the terms set forth
    herein;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants  and  the
fulfillment  of  the conditions set forth herein,  the  parties  hereto  do
hereby agree as follows:

     1.   DEFINITIONS.    Any   capitalized   terms   used  herein  without
definition shall have the meaning set forth in the Credit Agreement.

     2.   AMENDMENTS TO AND RESTATEMENTS OF TERMS OF THE  CREDIT AGREEMENT.
Subject to the terms and conditions set forth herein, the Credit  Agreement
is hereby amended as follows:

          (a)  The  definition  of "GAAP" or "Generally Accepted Accounting
Principles" in SECTION 1.1 of the  Credit Agreement is amended and restated
in its entirety as set forth below:

     "GAAP" or "Generally Accepted Accounting  Principles" means, effective
January  1,  2000, generally accepted accounting principles  at  such  time
applicable in  the  United  States  of  America,  being those principles of
accounting set forth in pronouncements of the Accounting  Principles Board,
the  Financial  Accounting  Standards  Board,  the  American  Institute  of
Certified Public Accountants, or which have other substantial authoritative
support.

          (b)  The  definition of "Consolidated EBITDA" in SECTION  1.1  of
the Credit Agreement  is  hereby  amended by deleting the phrase "and (vi)
and inserting in lieu thereof the following:"

      "(vi) all management or other  fees  paid by Consoltex to AIP/CGI NB
Acquisition Corp., AIP/CGI Acquisition Corp.,  or  AIP  Industrial Partners
Capital  Fund II L.P. during the six month fiscal period beginning  January
1, 2000 and  ending  June  30,  2000,  in an aggregate amount not to exceed
US$675,000, and (vii)"

          (c)  The  second  sentence  of  SECTION   1.2(A)  of  the  Credit
Agreement  is  amended  and  restated  in  its  entirety as  follows:   "In
reference to the application of GAAP, the accounting principles observed in
the  period  referred to shall be comparable in all  material  respects  to
those applied  in  the  preparation  of the audited financial statements of
Consoltex for the fiscal year ending December  31,  1999  delivered  to the
Lenders and satisfactory thereto in form and substance."

          (d)  Section  11.1 of the Credit Agreement is hereby amended  and
restated in its entirety as set forth below:

     11.1 FINANCIAL COVENANTS.

     (a)  CONSOLIDATED NET WORTH.  Permit Consolidated Net Worth to be less
          than US $74,000,000 as of March 31, 2000 and June 30, 2000.

     (b)  CONSOLIDATED FIXED CHARGE RATIO.  Permit as of the last day of
          the respective periods set forth below the Consolidated Fixed
          Charge Ratio to be less than that ratio set forth opposite each
          such period:


Signature Page 2 of 6
Doc. No. 343228


<PAGE>





                                                Consolidated
                                                Fixed Charge
                                              Ratio Must Not Be
          PERIOD                                  LESS THAN

          Each Four-Quarter Period ending on
          March 31, 2000 and June 30, 2000       1.35 to 1.00


1.   CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA.  Permit at any time
during the respective periods set forth below the ratio of Consolidated
Total Debt (at such time) to Consolidated EBITDA (as of the most recently
ended Four-Quarter Period at or prior to such time) to be greater than that
ratio set forth opposite each such period:

                                                  Consolidated Total
                                                  Debt/Consolidated
                                                         EBITDA
          PERIOD    RATIO MUST NOT EXCEED

               The Four-Quarter Period ending
               on March 31, 2000 5.37 to 1.0

               The Four-Quarter Period ending
               on June 30, 2000 5.14 to 1.0


     (d)  ADJUSTED CONSOLIDATED TOTAL DEBT TO CONSOLIDATED EBITDA.  Permit
at any time during the respective periods set forth below the ratio of
Adjusted Consolidated Total Debt (at such time) to Consolidated EBITDA (as
of the most recently ended Four-Quarter Period at or prior to such time) to
be greater than that ratio set forth opposite each such period:

                                               Adjusted Consolidated
                                                        Total Debt/
                                               Consolidated EBITDA
           PERIOD   RATIO MUST NOT EXCEED

          The Four-Quarter Period ending
          on March 31, 2000                       5.98 to 1.0

          The Four-Quarter Period ending
          on June 30, 2000                        5.72 to 1.0

     (e)  ADJUSTED CONSOLIDATED TOTAL DEBT TO CONSOLIDATED TOTAL
CAPITALIZATION.  Permit at any date set forth below the ratio of
Adjusted Consolidated Total Debt (at such date) to Consolidated
Total Capitalization (at such date) to be greater than that
ratio set forth opposite each such period:

                                                         Adjusted
                                                   Consolidated Total
                                                    Debt/Consolidated
                                                 Total Capitalization
          PERIOD                                RATIO MUST NOT EXCEED

          The last day of the Four-Quarter Period
          ending on March 31, 2000                .765 to 1.00

          The last day of the Four-Quarter Period
          ending on June 30, 2000                 .765 to 1.00


     (f)  All determinations made of the financial covenants in subsections
(a) through (e) above shall be done giving effect to the Marino Transaction
as of June 30, 1999 and the Atlas Acquisition as of September 30, 1999.

     3.   CONSENT TO AIP  CHANGE  OF CONTROL.  The Required Lenders and the
Agents hereby consent to the AIP Change  of  Control and waive any Event of
Default that would occur under SECTION 11.13(A)  of the Credit Agreement as
a  result  thereof,  subject to review of all documentation  evidencing  or
governing the AIP Change  of  Control  by  the Agents and their counsel and
satisfaction thereby with the terms thereof  and  the  consistency  of such
terms  with  information  regarding the AIP Change of Control as previously
disclosed by the Borrowers  to  the  Lenders  prior  to  the  date  of this
Agreement.   This waiver is granted only for the AIP Change of Control  and
is  not  intended to, and does not, create a course of dealing or otherwise
impair the future ability of the Agents or the Lenders to declare a Default
or Event of Default for any other Change of Control or for any other reason
or otherwise  enforce  the terms of the Credit Agreement and the other Loan
Documents.

     4.   CONDITIONAL CONSENT  TO THE REORGANIZATION.  The Required Lenders
and the Agent hereby consent to the Reorganization, subject to:

          (a)  review  of all documentation  evidencing  or  governing  the
     Reorganization  by the  Agents  and  their  counsel  and  satisfaction
     thereby with the  terms thereof and the consistency of such terms with
     information regarding  the  Reorganization  as previously disclosed by
     the Borrowers to the Lenders prior to the date of this Agreement,

          (b)  satisfaction  of the conditions precedent  to  such  consent
     being effective that: (i) AIPCO and AIP/CGI, as successor to Consoltex
     by amalgamation, become Borrowers  under  the  Credit  Agreement; (ii)
     AIPCO  and AIP/CGI execute and deliver to the Agents and  the  Lenders
     concurrently  with or prior to the effectiveness of the Reorganization
     all new and replacement  Notes,  and  amendments  to  the various Loan
     Documents,  including  without limitation the Guaranty Agreement,  the
     Security Agreements, the  IP  Assignment  and  the  Pledge Agreements,
     together with such other Borrowers and Guarantors' party  thereto,  as
     necessary  or  desirable  by  the  Agents  or  the Required Lenders to
     reflect accurately the Reorganization, the Lenders' continued security
     interest of equal priority in the Collateral and the addition of AIPCO
     and  AIP/CGI as Borrowers under the Facilities, and  (iii)  AIPCO  and
     AIP/CGI,  together  with  such  other  Borrowers  and  Guarantors', as
     necessary,  execute  and  deliver  all  other  documents in connection
     thereto as reasonably requested by the Agents.

     5    CONSENT OF GUARANTORS.  Each of the Guarantors  has joined in the
execution  of  this Amendment solely for the purposes of consenting  hereto
and for the further  purpose  of confirming its guaranty of the Obligations
of the Borrowers pursuant to the Guaranty Agreement to which such Guarantor
is party, and each such Guarantor,  together  with  each  Borrower  in  its
capacity  as a Guarantor under the Initial Guaranty, does hereby so consent
hereto and confirm such guaranty.

     6    REPRESENTATIONS  AND  WARRANTIES.   In order to induce the Agents
and  the  Lenders  to  enter  into this Agreement, the  Borrowers  and  the
Guarantors represent and warrant to the Agents and the Lenders as follows:

          (a) The representations  and  warranties made by each Borrower or
     Guarantor in ARTICLE IX of the Credit  Agreement  and  in  each of the
     other  Loan  Documents to which it is a party are true and correct  in
     all material respects  on  and  as  of  the date hereof, except to the
     extent that such representations and warranties expressly relate to an
     earlier date;

          (b) There has been no material adverse  change  in the condition,
     financial or otherwise, of the Borrowers and their Subsidiaries, taken
     as a whole, since the date of the most recent financial reports of the
     Borrowers received by each Agent and the Lenders under SECTION 10.1 of
     the Credit Agreement, including without limitation, giving  effect  to
     the AIP Change of Control; and

          (c) No Default or Event of Default has occurred and is continuing
     and no Acceleration Event has occurred.

     7    ENTIRE  AGREEMENT.   This  Agreement,  together with all the Loan
Documents (collectively, the "Relevant Documents"),  sets  forth the entire
understanding  and  agreement  of  the  parties hereto in relation  to  the
subject matter hereof and supersedes any  prior negotiations and agreements
among the parties relative to such subject  matter.  No promise, condition,
representation or warranty, express or implied,  not herein set forth shall
bind any party hereto, and not one of them has relied  on any such promise,
condition,  representation  or  warranty.   Each  of  the  parties   hereto
acknowledges  that,  except  as  otherwise expressly stated in the Relevant
Documents,  no  representations,  warranties  or  commitments,  express  or
implied, have been made by any party  to  the  other.  None of the terms or
conditions of this Agreement may be changed, modified,  waived  or canceled
orally  or otherwise, except as permitted pursuant to SECTION 14.6  of  the
Credit Agreement.

     8    FULL   FORCE   AND   EFFECT   OF  AGREEMENT.   Except  as  hereby
specifically amended, modified or supplemented,  the  Credit  Agreement and
all other Loan Documents are hereby confirmed and ratified in all  respects
by  each  party  hereto  and  shall  be and remain in full force and effect
according to their respective terms.   Each  Guarantor  hereby acknowledges
and agrees to the amendments of the Credit Agreement set  forth  herein and
hereby  confirms  and  ratifies  in all respects the Guaranty Agreement  to
which  such  Guarantor  is  a party and  enforceability  of  such  Guaranty
Agreement against such Guarantor in accordance with its terms.

     9.   COUNTERPARTS.  This  Agreement  may  be executed in any number of
counterparts,  each  of which shall be deemed an original  as  against  any
party whose signature  appears  thereon,  and  all  of which shall together
constitute one and the same instrument.

     10.  GOVERNING LAW.  This Agreement shall in all  respects be governed
by, and construed in accordance with, the laws of the state of New York.

     11.  ENFORCEABILITY.  Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of
the  parties  hereto,  all  other  provisions  nevertheless  shall   remain
effective and binding on the parties hereto.

     12.  REFERENCES.   All references in any of the Loan Documents to  the
"Credit Agreement" shall mean the Credit Agreement, as amended hereby.  All
references in any of the  Loan  Documents  to  "Consoltex  Group"  shall be
amended hereby to refer to "Consoltex."

     13.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of each of the Borrowers, the Guarantors, the Lenders,
the  Agents,  the  U.S.  Collateral  Agent and their respective successors,
assigns and legal representatives; PROVIDED,  however,  that  the Borrowers
and the Guarantors, without the prior consent of the Agents, may not assign
any rights, powers, duties or obligations hereunder.

     14.  EXPENSES.   Borrowers agree to pay to the Agents and the  Lenders
all reasonable out-of-pocket  expenses  incurred  or  arising in connection
with the negotiation and preparation of this Agreement.

     15.  CONDITIONS  PRECEDENT.   The effectiveness of this  Agreement  is
subject  to  the  receipt by the Agents  of  the  following,  in  form  and
substance satisfactory to them:

          (i) executed originals of this Agreement;

          (ii) payment  by  the Borrowers in immediately available funds of
     an amendment fee to each  Lender consenting to this Agreement equal in
     amount to 1/8% of such Lender's Commitment under each Facility; and

          (iii)  copies  of  all  additional  agreements,  instruments  and
     documents which the Lenders may  reasonably  request,  such documents,
     when   appropriate,   to  be  certified  by  appropriate  governmental
     authorities.


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the
day and year first above written.

                         BORROWERS:

                        CONSOLTEX INC., as Borrower
                         and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                        CONSOLTEX (USA) INC., as
                         Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         THE BALSON-HERCULES GROUP LTD., as
                         Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         LINQ INDUSTRIAL FABRICS, INC.,
                         as Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         CONSOLTEX MEXICO, S.A. de
                         C.V., as Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:





<PAGE>



                         AGENTS:

                         NATIONAL BANK OF CANADA,
                         as Canadian Agent

                         By:
                         Name:
                         Title:


                         BANK OF AMERICA, N.A.,
                         as US Agent and U.S. Collateral Agent

                         By:
                         Name:
                         Title:




<PAGE>

                         LENDERS:

                         NATIONAL BANK OF CANADA

                         By:
                         Name:
                         Title:


                         BANK OF AMERICA, N.A.

                         By:
                         Name:
                         Title:








<PAGE>

                         NATIONAL BANK OF CANADA, U.S. DIVISION

                         By:
                         Name:
                         Title:

                         THE BANK OF NOVA SCOTIA

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         THE BANK OF NOVA SCOTIA

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         FLEET BUSINESS CREDIT CORPORATION
                         (successor to Sanwa Business
                         Credit Corp. and BankBoston, N.A.)

                         By:
                         Name:
                         Title:









<PAGE>


                         GUARANTORS:


                         RAFYTEK, S.A. de C.V., as Guarantor

                         By:
                         Name:
                         Title:


                         RAFYTICA, S.A., as Guarantor

                         By:
                         Name:
                         Title:


                         VERA PAK, S.A. de C.V., as Guarantor

                         By:
                         Name:
                         Title:


                         MARINO TECHNOLOGIES INC.,  as Guarantor

                         By:
                         Name:
                         Title:


                         ROYALTON MEXICANA, S.A. DE C.V.,  as Guarantor

                         By:
                         Name:
                         Title:


                         VEST COMPANY VESTCO, S.A. DE
                         C.V., as Guarantor

                         By:
                         Name:
                         Title:


                         MARINO TECHNOLOGIES DE MEXICO,
                         S.A. DE C.V.,  as Guarantor


                         By:
                         Name:
                         Title:

<PAGE>