Exhibit 10.61






                        AMENDMENT TO THE CREDIT AGREEMENT




                  BANCOMER, S.A., MULTIPLE BANKING INSTITUTION,
                            BANCOMER FINANCIAL GROUP

                                   (BANCOMER)





                              MK GAIN, S.A. DE C.V.

                                   (BORROWER)








                           Translated from Spanish by
                       Latin American Trade Finance, Ltd.

<PAGE>





                                      INDEX


DECLARATIONS.............................................................1
I.       Declarations of the Borrower....................................1
II.      Declarations of Bancomer........................................2

CLAUSES  2

Clause 1.               Amendment to the Credit Agreement................2

Clause 2.               Validity and Legal Effect of the Credit
                        Agreement........................................2

Clause 3.               Definition of Terms..............................3

Clause 4.               Modifications to the Credit Agreement............3
A.       Modifications to Paragraph N. of Clause 1.......................3
B.       Modifications to Paragraph U. of Clause 1.......................3
C.       Modifications to Paragraph DD. of Clause 1......................3
D.       Modifications to Paragraph FF. of Clause 1......................4
E.       Modifications to Clause 5.......................................4
F.       Modifications to Paragraph H. of Clause 7.......................4
G.       Modifications to Paragraph F. of Clause 8.......................4
H.       Modifications to Paragraph C. of Clause 12......................5
I.       Modifications to Paragraph T. of Clause 18......................6
J.       Modifications to Paragraph W. of Clause 18......................7
K.       Addition of Paragraph X. of Clause 18...........................8
L.       Modifications to Paragraph I. of Clause 20......................8
M.       Modifications to Paragraph O. of Clause 20......................8
N.       Modifications to Paragraph R. of Clause 20......................9
O.       Addition of Paragraphs Z.,AA. and BB. of Clause 20..............9
P.       Modifications to Paragraph B. of Clause 30......................9
Q.       Modifications to Annex "F" Financial Ratios.....................10
R.       Modifications to Annex "H" Shop Improvements....................10
S.       Modifications to Annex "I" Calculation of Success Commission....10
T        Modifications to Annex "J" Maintenance Contract.................10

Clause 5 Commissions.....................................................10

Clause 5.               Governing Law....................................10

Clause 6.               Jurisdiction.....................................10


ANNEX "A"               COPY OF THE CREDIT AGREEMENT
ANNEX "B"               FINANCIAL RATIOS
ANNEX "C"               MODIFICATIONS TO ANNEX "H" PROGRAM OF
                        SHOP IMPROVEMENTS
ANNEX "D"               MODIFICATIONS TO ANNEX "I" METHOD FOR CALCULATION OF
                        SUCCESS COMMISSION
ANNEX "E"               MODIFICATIONS TO ANNEX "J" MODIFICATIONS OF
                        MAINTENANCE CONTRACT


<PAGE>









                        AMENDMENT TO THE CREDIT AGREEMENT


             ------------------------------------------------------


         Amendment Agreement to the Credit Agreement signed on December 13, 1996
by and between:

         (i) Bancomer,  S.A., Multiple Banking  Institution,  Bancomer Financial
Group,  a credit  institution  constituted  and  existing  under the laws of the
United Mexican States (identified hereinafter as "Bancomer"), and

         (ii) MK Gain,  S.A. de C.V.,  a  corporation  constituted  and existing
under  the  laws of the  United  Mexican  States  (identified  hereafter  as the
"Borrower").

         in accordance with the following declarations and clauses:


                                  DECLARATIONS

I.       Borrower's Recitals.  Borrower states that:

         a) It is a corporation  organized  under the laws of the United Mexican
States with full  capacity  under its by-laws to execute this  Agreement  and to
undertake its obligations as established hereunder,  as evidenced by Public Deed
No. 23 granted on January 26, 1994, before Mr. Jose Luis Cardenas Davila, Notary
Public  No.  12 in and for  Sabinas,  Coahuila,  whose  first  public  deed  was
inscribed in the Public Property Registry of Sabinas,  State of Coahuila,  under
number 1,771, 10th volume, 3rd book,  commercial  section,  on January 27, 1994,
and the Public  Deed No.  22,796  granted on July 5, 1995  before Mr.  Carlos A.
Duran Loera,  Public Notary No. 11 of the Federal  District,  whose first public
deed was  inscribed in the Public  Registry of Commerce of Mexico City,  D.F. on
page number 20,849 dated June 24, 1996.

         b) Its  representatives are duly empowered and have full legal capacity
to  execute   this   Agreement  on  its  behalf  and   representation,   without
modification,  restriction  or revocation as of the date of this  Agreement,  as
evidenced by a copy, certified by the Secretary of the Board of Directors of the
Borrower, of the minutes dated December 11, 1996, of the resolution taken by the
Board of Directors of the Borrower to grant the necessary  powers of attorney to
enter into this Amendment Agreement.

         c) That  on  July 6,  1995 it  entered  into a  credit  agreement  with
Bancomer  (hereinafter  referred to as the Credit  Agreement) of which a copy is
attached hereto as Annex "A".

         d) It has requested from Bancomer a Loan  Disbursement (as such term is
defined in the Credit Agreement) for an amount greater than the Credit Agreement
allows to be made in one Disbursement of the Credit.

II.      Bancomer's Recitals.  Bancomer states that:

         a) It is a credit institution duly organized and validly existing under
the laws of the United  Mexican  States and is fully  empowered  to execute this
Agreement,  as  evidenced  by Public Deed No.  8525  granted on October 8, 1945,
before Mr. Tomo s O'Gorman,  Notary  Public No. 1 of the Federal  District  with
first public deed written  under Folio No. 53, Page 310,  Volume 207,  Book 3 of
the Public Registry of Commerce, Federal District.

         b) That  its  representative  has the  sufficient  legal  capacity  and
authorization  to enter into this  Agreement  on its behalf and  representation,
without having been modified,  restricted or revoked as of the date of execution
of this Agreement,  as evidenced by (i) Public Deed No. 20,373, granted on April
21, 1994,  before Mr. Rogelio  Magana Luna,  Notary Public No. 56 of the Federal
District,  whose first public deed was inscribed under number 23,900, page 12 of
volume 268 of the Public  Registry of Property  and  Commerce of the city of San
Luis Potasi, San Luis Potasi.

         c) That for the  purpose  of  clarifying  some terms used in the Credit
Agreement and some of the obligations of the parties thereto, it wishes to enter
into this Amendment Agreement to the Credit Agreement.

         d) That it has  received  from the  borrower  a request  to make a Loan
Disbursement  for an amount greater than as permitted by the Credit Agreement in
one Loan Disbursement.

         NOW THEREFORE,  in  consideration  of the foregoing  declarations,  the
parties hereto agree to the following:


                                     CLAUSES

         Clause  1.  Modification  to the  Credit  Agreement.  Bancomer  and the
Borrower,  by means of this Amendment  Agreement  expressly  agree to modify and
hereby do modify  the  Credit  Agreement,  under the terms  established  in this
Amendment Agreement.

         Clause 2. Validity and Legal Effect of the Credit  Agreement.  Bancomer
and the Borrower  expressly provide and agree that with respect to all terms and
conditions of the Credit Agreement not expressly modified by this Amendment, all
such terms and  conditions  will  continue to be in full force and effect in the
manner that they were initially agreed. Furthermore, the parties expressly agree
that under no  circumstances  should this Amendment be interpreted as a novation
of the obligations of the parties under the Credit Agreement,  and therefore the
parties  ratify in all  aspects  the  provisions  of the  Credit  Agreement  not
modified by means of this Amendment.

         Clause 3.  Definition of Terms.  The terms that are used in the present
Amendment  Agreement and that related to the Credit  Agreement have the meanings
attributed to them in the Credit Agreement.

         Clause 4.    Modifications to the Credit Agreement.

         A. Modifications to Paragraph N. of Clause 1. Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  N. of Clause 1 of the  Credit
Agreement, in order to read as follows:

         "N.  "Maintenance  Contract"  means the Contract for the Maintenance of
         Traction  and Haulage  Equipment  entered into between the Borrower and
         Ferrocarriles  on March 15,  1994,  and the  amending  agreement to the
         contract dated August 30, 1996."

         B. Modifications to Paragraph U. of Clause 1. Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  U. of Clause 1 of the  Credit
Agreement, in order to read as follows:

         "U. "Loan Disbursement",  means the disbursements of the Credit made by
         the Borrower in accordance with the terms of this  Agreement;  provided
         however that: (i) the borrower may make only Loan Disbursement for each
         calendar month during the duration of the Disbursement period; (ii) the
         first  Loan  Disbursement  may be  made  for up to the  amount  of U.S.
         $3,000,000.00 (Three Million and 00/100 Dollars); (iii) each one of the
         second  and  subsequent  Loan  Disbursements  shall be in an amount not
         greater  than $U.S.  $1,540,000.00  (One  Million  Five  Hundred  Forth
         Thousand  and 00/100  Dollars);  (iv) the dates and amounts of the Loan
         Disbursements may only be modified with the prior approval of Bancomer;
         and (v) any Loan Disbursement may not be for less than U.S. $100,000.00
         (One Hundred Thousand and 00/100 Dollars).

         C.  Modifications  to  Paragraph  DD.  of Clause  1.  Bancomer  and the
Borrower  agree to modify and hereby do modify  Paragraph DD. of Clause 1 of the
Credit Agreement, in order to read as follows:

         "DD.  "Maximum  Risk  Amount"  means the amount of U.S.  $27,100,000.00
(Twenty Seven Million One Hundred Thousand and 00/100 Dollars).

         D.  Modifications  to  Paragraph  FF.  of Clause  1.  Bancomer  and the
Borrower  agree to modify and hereby do modify  Paragraph FF. of Clause 1 of the
Credit Agreement, in order to read as follows:

         "FF. "Financial Ratios", mean the financial ratios set forth in Annex F
to this  Agreement and which are to be complied with by the Borrower  during the
term of this Agreement."

         E. Modifications to Clause 5. Bancomer and the Borrower agree to modify
and  hereby  do modify  Clause 5 of the  Credit  Agreement,  in order to read as
follows:
         "Clause  5. Loan  Disbursements.  During the Loan  Disbursement  Period
         provided  in Clause 4 above,  the  Borrower  shall  notify  Bancomer in
         writing with five (5) Business  Days Notice of its  intention to make a
         Loan Disbursement,  specifying (i) the amount of the Loan Disbursement,
         and (ii)  the  Disbursement  Date.  Provided  that  all the  conditions
         precedent  set  forth  in (i) of this  Agreement,  for the  first  Loan
         Disbursement  and (ii) in Clause 8, for subsequent Loan  Disbursements,
         have been duly  satisfied and the Note or Notes referred to in Clause 6
         of this Agreement are in terms and conditions which are satisfactory to
         Bancomer, Bancomer shall disburse to the Borrower the Loan Disbursement
         on the  Disbursement  Date  requested  by the  Borrower,  by  means  of
         depositing  the  respective  funds  precisely  in  Dollars  to the bank
         account and in accordance with the instructions provided to the bank by
         Bancomer for such purpose in the notice referred to in this Clause".

         F. Modifications to Paragraph H. of Clause 7. Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  H. of Clause 7 of the  Credit
Agreement, in order to read as follows:

         "H. That Bancomer shall have received, to its complete satisfaction the
         Ferrocarriles  certificate with respect to the first Loan Disbursement,
         confirming that  Farrocarriles has (i) received and inspected the works
         and  services  mentioned  therein,  and (ii)  agrees that the works and
         services  mentioned  therein shall serve as a basis for determining One
         Hundred Percent of the termination value to be calculated in accordance
         with Annex B of the Ferrocarriles Agreement."

         G. Modifications to Paragraph F. of Clause 8. Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  F. of Clause 8 of the  Credit
Agreement, in order to read as follows:

         "F. That Bancomer shall have received, to its complete satisfaction the
         Ferrocarriles  certificate  with  respect to the second and  subsequent
         Loan Disbursements,  confirming that Farrocarriles has (i) received and
         inspected  the works and services  mentioned  therein,  and (ii) agrees
         that the works and services  mentioned  therein  shall serve as a basis
         for  determining  One Hundred  Percent of the  termination  value to be
         calculated in accordance with Annex B of the Ferrocarriles Agreement."

         H.  Modifications  to  Paragraph  C. of  Clause  12.  Bancomer  and the
Borrower agree to modify and hereby do modify  Paragraph C. of Clause 12. of the
Credit Agreement, in order to read as follows:

         "C. The  Success  Commission  in an amount  totaling  US$950,000  (Nine
         Hundred  Fifty  Thousand and 00/100  Dollars)  payable in 12 semiannual
         installments,  (i) the  first of which is to be paid in the  amount  of
         US$90,000.00  (Ninety  Thousand  Dollars),  and  (ii)  the 11  (eleven)
         remaining  payments  of this  commission,  each of which will be in the
         amount of US$75,000.00  (Seventy Five Thousand Dollars) will be paid on
         the 15th day of the  months of August  and  February  of each  calendar
         year; with the understanding that:

                  (I) the first  payment of the  Success Fee will be made on the
         date which occurs on the later of: (y) the 30th of December,  1996,  or
         (z) the date on which the Borrower  disburses part or all of the amount
         of  US$2,720,000.00  (Two Million Seven Hundred Twenty  Thousand 00/100
         Dollars) in one single Loan  Disbursement  in accordance with the prior
         authorizations  and waivers that Bancomer  requires under the Contract;
         provided,  however,  that if the Loan  Disbursement  in the  amount  of
         US$2,720,000.00  (Two Million  Seven  Hundred  Twenty  Thousand  00/100
         Dollars) is not made on the respective Drawdown Date for reasons caused
         by the  Borrower,  the  Borrower  shall  pay the first  payment  of the
         Success Fee on December  30, 1996  provided  that the Line of Credit is
         open and available to Bancomer;

                  (ii) the last payment of the Success Fee will be on August 15,
         2002;

                  (iii) if the  Borrower  elects to  prepay  the Loan in full in
         accordance  of Clause 10 of this  Agreement,  then the  Borrower  shall
         prepay to Bancomer on such date and in one lump sum an amount  equal to
         the sum of all amounts  relating  to the Success Fee payable  after the
         date on which  the  Borrower  makes  the full  prepayment  of the Loan,
         calculated in accordance with Annex I of this Agreement;

                  (iv) if Bancomer  accelerates the term for payment of the Loan
         in  accordance  with  Clause  10 of this  Agreement,  then it  shall be
         understood  that the  Success  Fee shall  not be paid by the  Borrower;
         except that if Bancomer  shall  accelerate the term for payment for the
         Loan because of (y) any Event of Acceleration  whose existence has been
         caused intentionally caused by the Borrower with the intent of avoiding
         payment of the Success Fee, or (z) whose  existence  could be have been
         reasonably  avoided by the  Borrower,  then the  Borrower  shall pay to
         Bancomer,  on the  date on  which  Bancomer  accelerates  the  term for
         payment of the Loan in one lump sum, an amount  equal to the sum of all
         amounts  relating to the Success Fee payable  subsequent to the date on
         which the Borrower  makes full  prepayment  of the Loan  calculated  in
         accordance with Annex I of this Agreement;

                  (v) any dispute which arises with respect to the determination
         by Bancomer as to whether (y) the Borrower has intentionally  caused an
         Event of  Acceleration in order to avoid payment of the Success Fee, or
         (z)  the   Borrower   could  have   reasonably   avoided  an  Event  of
         Acceleration,  the same shall be  resolved  in a  definitive  and final
         manner  through  an   arbitration   carried  out  under  the  Rules  of
         Conciliation and Arbitration of the  International  Chamber of Commerce
         of Paris.  This Arbitration  shall be carried out three (3) arbitrators
         designated by the parties  within ten (10) calendar days after the date
         on which  either of the parties  shall  notify the other of its request
         that the dispute be  submitted  to  arbitration  and shall  specify the
         subject matter of the dispute and any other relevant fact. The party in
         whose favor the arbitration award shall be made shall have the right to
         receive  from the other party  payment of all costs and  expenses  that
         have been incurred in relation to the arbitration.

                          Bancomer shall  designate one (1) of the  arbitrators,
         the Borrower shall designate an additional arbitrator and these two (2)
         arbitrators  shall  designate  a third  arbitrator.  If the  first  two
         arbitrators  designated  doe not  agree on the  designation  of a third
         arbitrator  within  a period  of ten (10)  calendar  days  after  their
         designation,  or if  either  of  the  parties  does  not  designate  an
         arbitrator,  then  the  arbitrator  or  arbitrators  who  have not been
         designated  in this manner  shall be  designated  by the  International
         Chamber of Commerce of Paris.

                          The  arbitration  procedure  shall be  carried  out in
         Mexico,  shall be held in English  and in  accordance  with the laws of
         Mexico;

                  (vi) if any day on which  payment of the  Success Fee is to be
         made shall be on a day which is not a business day, then the respective
         payment of the Success Fee shall be made on the  immediately  preceding
         business day, and

                  (vii) in case of delay in the prompt  and full  payment of any
         amount of the Success  Fee on the date when due and payable  under this
         Clause,  the amount not paid shall bear penalty  interest from the date
         it is due until the date on which it is paid in full, payable on demand
         at the Penalty Interest Rate.

         I.  Modifications  to  Paragraph  T. of  Clause  18.  Bancomer  and the
Borrower  agree to modify and hereby do modify  Paragraph T. of Clause 18 of the
Credit Agreement, in order to read as follows:

         "T.  Maintain the Reserve Fund during the term of this Agreement with a
         minimum average monthly balance equal to the greater of (i) ten percent
         (10%) of the unpaid principal  balance of the Loan on the date on which
         the balance of the Reserve Fund is to be  determined,  and (ii) the sum
         of all amounts of principal and interest under the Loan due and payable
         by the Borrower to Bancomer on the Interest Payment Dates and Principal
         Payments  Dates falling  within one hundred  fifty (150)  calendar days
         after  the date on  which  the  balance  in the  Reserve  Fund is to be
         determined, times one point twenty five (1.25)."

         J.  Modifications  to  Paragraph  W. of  Clause  18.  Bancomer  and the
Borrower  agree to modify and hereby do modify  Paragraph W. of Clause 18 of the
Credit Agreement, in order to read as follows:

         "W.  Fails to:

                  (I)  pay  dividends  without  the  prior  written  consent  of
         Bancomer;

                  (ii) make  payments in any amount with  respect to the MK Rail
         Debt, without the prior written consent of Bancomer;

                  (iii)   reduce its paid in capital;

                  (iv)     modify its by-laws or change its business purpose;

                  (v)     enter into liquidation or dissolution;

                  (vi)  take or fail to take any  action  when  such  taking  or
         failure to take shall  result in the  acceleration  for the  compliance
         with any of its contractual obligations;

                  (vii)  acquire  Indebtedness  for (i) an amount  greater  than
         individually  or in the aggregate  amounts to U.S.  $1,000,000.00  (One
         Million and 00/100 Dollars) or its equivalent in any other currency, or
         (ii)  has a term  greater  than the one (1)  year,  without  the  prior
         written approval of Bancomer except for obligations generated by law or
         in the normal course of business;

                  (viii)  modify or waive any right  granted by the  Maintenance
Contract  and/or the Trust,  without the prior written consent of Bancomer which
consent shall not be unreasonably withheld by Bancomer; except for modifications
to the Maintenance Agreement that the Borrower shall agree with Ferrocarriles in
terms which are  substantially  similar to the terms of the document attached to
this Agreement as Annex J and as long as such  modifications are formalized in a
legal manner.

                  (ix)  setoff in any way any  amount  which is owed to it under
the  Maintenance  Agreement;  provided  that (i) if  Ferrocarriles  shall make a
setoff  against any of the  Borrower's  invoices for an amount  greater than ten
percent (10%) of such invoice,  the Borrower  shall obtain from Bancomer  within
thirty  (30)  calendar  days after the date on which such  setoff has  occurred,
Bancomer's  approval in writing for this setoff,  and (ii) if the Borrower shall
not obtain the authorization  from Bancomer specified in clause (i) above within
such period, Bancomer may declare the existence of an Event of Acceleration."

         K.  Addition of  Paragraph  X. to Clause 18.  Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  X. of Clause 18 of the Credit
Agreement, in order to read as follows:

         "X. Maintain a commercial  credit account with MK Rail, with respect to
         the  purchase of  materials  and  equipment  from MK Rail or any of its
         subsidiaries or affiliates, with a minimum balance equal to the greater
         of (i) the sum of U.S. $1,500,000.00 (One Million Five Hundred Thousand
         and 00/100 Dollars), and (ii) the amount which corresponds to purchases
         of  material  and  equipment  from MK Rail in the normal  course of its
         operation  during a period of 45 (forty-five)  calendar days;  provided
         however that if the minimum  balance in this  account  shall be reduced
         for any purpose  then the  Borrower  shall be obligated to increase the
         minimum  balance in the reserve  fund up to the amount equal to the sum
         of amounts of principal and interest  under the Loan due and payable to
         the Borrower to Bancomer on the Interest  Payment  Dates and  Principal
         Payment  Dates,  multiplied  by one point five (1.5)  times;  provided,
         however,  that the commercial credit account shall not be considered as
         part of the MK Rail Debt."

         L.  Modifications  to  Paragraph  I. of  Clause  20.  Bancomer  and the
Borrower  agree to modify and hereby do modify  Paragraph I. of Clause 20 of the
Credit Agreement, in order to read as follows:

         "I. If the Borrower pays dividends,  makes payments with respect to the
         MK Rail Debt,  reduces  its paid-in  capital,  modifies  its  corporate
         purpose or changes its commercial direction, enters into dissolution or
         liquidation  or merges with another  company  without the prior written
         consent of Bancomer."

         M.  Modifications  to  Paragraph  O. of  Clause  20.  Bancomer  and the
Borrower  agree to modify and hereby do modify  Paragraph O. of Clause 20 of the
Credit Agreement, in order to read as follows:

         "O. If  deviations  with respect to the  Investment  Program of fifteen
         percent  (15%) with  respect to the  advancement  of  investments  plus
         costs,  as  set  forth  in  the  Investment  Program,  calculated  on a
         quarterly  basis,  and if the same are not  clarified  by the  Borrower
         within a period of fifteen (15)  Business  Days  following a request is
         made  by  Bancomer  for  this  purpose;  provided,   however,  that  if
         Ferrocarriles shall accept these deviations for a difference percentage
         then such  percentage  shall be accepted by Bancomer  provided  that it
         should not be greater than fifteen percent (15%)."


         N. Modifications to Paragraph R of Clause 20. Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  R. of Clause 20 of the Credit
Agreement, in order to read as follows:

         "R. If the Borrower (i) fails to comply with its obligation to maintain
         the  "availability   factor"  in  accordance  with  the  terms  of  the
         Maintenance  Contract,  or (ii)  fails to comply  with any other of its
         obligations  under  the  Maintenance  Contract  for a period of two (2)
         consecutive  months,  in such a way,  in the  opinion of the  Technical
         Committee that the respective  noncompliance  may give to Ferrocarriles
         the right to cancel or rescind the Maintenance Contract."

         O.  Addition of Paragraphs  Z., AA. and BB. to Clause 20.  Bancomer and
the  Borrower  agree to modify  and  hereby do  modify  Clause 20 of the  Credit
Agreement by adding new Paragraphs Z., AA., and BB. to read as follows:

          "Z. If the  funding of the CIBC Line of Credit is  suspended,  for any
          reason not  attributable  to  Bancomer,  for a period  greater than 60
          (sixty) calendar days and such funding is not renewed."

          "AA.  If  the  Borrower  does  not  comply  with  its   obligation  to
          immediately  increase the balance of the Reserve  Fund  referred to in
          paragraph X. of Clause 18 of this Agreement."

         "BB. If Ferrocarriles  shall make a setoff of any amount which it is to
         pay under the  Maintenance  Agreement  against  any amount  owed in its
         favor  under any other  obligation  of the  Borrower  apart  from those
         resulting from the Maintenance Agreement."

         P. Modifications to Paragraph B of Clause 30. Bancomer and the Borrower
agree to modify  and  hereby do modify  Paragraph  B. of Clause 30 of the Credit
Agreement, in order to read as follows:

         "B. The Borrower  shall pay to Bancomer or to the party  designated  by
         Bancomer, as sight, and without any requirement by Bancomer:  (i) up to
         the sum of U.S.  $80,000.00 (Eight Thousand and 00/100 Dollars) for the
         cost of technical  supervision of the shops and the income of the Trust
         during the first year of this Agreement, and (ii) up to the sum of U.S.
         $80,000.00  (Eight  Thousand and 00/100  Dollars) for the same purposes
         for the  following  years as long as their exists an unpaid  balance of
         the Loan; provided,  however, that the Technical Committee shall review
         the quotations  and scopes of services of the Technical  Supervisor and
         the Financial Supervisor in respect to the period being quoted at least
         four (4)  months  before  the  beginning  of the  period  for which the
         quotation is made, for the purpose of deciding on its acceptance or the
         contracting  of  different  providers  for  similar  services in a less
         expensive  manner for the Borrower.  If there is no Agreement on a less
         expensive  contract as  described  above,  the  Borrower  shall pay the
         amount first written in this paragraph.

         The  Borrower  agrees  that in case of delay in the  punctual  and full
         payment of all amounts  relating to costs and  expenses  referred to in
         this clause on the date on which they are due and payable in accordance
         with the  provisions  of this  clause,  the unpaid  amount shall accrue
         penalty interest from its due date up to the date it is paid in full at
         the Penalty Interest Rate."

         Q.  Modifications  to Annex  "F"  Financial  Ratios.  Bancomer  and the
Borrower agree to modify and hereby do modify Annex "F" Financial  Ratios to the
effect  that the same shall  read as  contained  in Annex "B" to this  Amendment
Agreement.

         R.  Modifications  to Annex  "H" Shop  Improvements.  Bancomer  and the
Borrower agree to modify and hereby do modify Annex "H" Shop Improvements to the
effect that the same shall  include the 1997  Investment  Program in  accordance
with the document attached as Annex "C" to this Amendment Agreement.

         S.  Modifications  to Annex "I" Success  Commission.  Bancomer  and the
Borrower  agree to modify and hereby do modify Annex "I" Success  Commission  to
the effect that the same shall read as contained in Annex "D" to this  Amendment
Agreement.

         T.  Modifications to Annex "J" Maintenance  Contract.  Bancomer and the
Borrower agree to modify and hereby do modify Annex "J" Maintenance  Contract to
the effect that the same is edited in the manner contained
in Annex "E" to this Amendment Agreement.

         Clause 5. Commissions. The Borrower shall be obligated by means of this
Amendment  Agreement to pay to Bancomer a structuring  fee in the amount of U.S.
$45,000 (Forty Five Thousand and 00/100  Dollars),  payable on the date which is
the earlier of: (i) December  30, 1996,  and (ii) the date on which the Borrower
disperses all or a portion of the sum of U.S.  $2,720,000.00  (Two Million Seven
Hundred   Twenty   Thousand  and  00/100   Dollars)  in   accordance   with  the
authorizations and waivers by Bancomer under the Credit Agreement.

         Clause 6. Governing Law. This Amendment  Agreement is to be interpreted
in accordance with the laws of the United Mexican States.

         Clause 7.  Jurisdiction.  To all that relates to the interpretation and
compliance of the obligations derived from this Amendment Agreement, the parties
submit  irrevocably  to the  jurisdiction  of any  competent  court or courts in
Mexico City, Federal District,  United Mexican States, or any competent court or
courts in the city of San Luis Potosi,  San Luis Potosi,  United Mexican States,
expressly  renouncing  any other  forum to which they have  rights or possess by
virtue of domicile or any other reason.

         In witness  whereof,  the  parties to this  Agreement  have given their
approval and the duly authorized  representatives  sign as of the date mentioned
in the preamble to this Agreement.

         Bancomer:

         Bancomer, S.A., Multiple Banking Institution,
         Grupo Financiero Bancomer



         ----------------------------------
         By:
         Title:



         ----------------------------------
         By:
         Title:



         Borrower:

         MK Gain, S.A. de C.V.



         ----------------------------------
         By:
         Title:



<PAGE>














                                    ANNEX "A"


                   MODIFICATIONS TO ANNEX "F" FINANCIAL RATIOS



<PAGE>







                                    ANNEX "B"


                  MODIFICATIONS TO ANNEX "H" SHOP IMPROVEMENTS



<PAGE>












                                    ANNEX "C"


                  MODIFICATIONS TO ANNEX "I" SUCCESS COMMISSION



<PAGE>












                                    ANNEX "D"


                 MODIFICATIONS TO ANNEX "J" MAINTENANCE CONTRACT

<PAGE>