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                                                                   EXHIBIT 10.50
 
UNIT PRICE CONSTRUCTION AGREEMENT ENTERED INTO BY AND BETWEEN ST. JOHN DE
MEXICO, S.A. DE C.V. REPRESENTED BY MR. RANDEE J. LAWRENCE, HEREINAFTER REFERRED
TO AS THE "OWNER"; AND ADMINISTRACION TIJUANA INDUSTRIAL, S.A. DE C.V.
REPRESENTED BY MR. PABLO RAFAEL CARRILLO BARRON, HEREINAFTER REFERRED TO AS THE
"CONTRACTOR"

                                   RECITALS

I.  The representative of Owner declares:

    a)  That Owner is a corporation organized and existing in accordance with
        the laws of the United Mexican States;

    b)  That his principal is in the process of acquiring the ownership of lots
        113-A and 113-B, block 18. (the "Property");

    c)  That his principal needs the Contractor to build on the Property an
        industrial building measuring 5,751.11 square meters or 61,904.43 square
        feet and other improvements. For such purposes, Contractor has provided
        its principal with a work estimate consisting of a catalog of unit price
        concepts and matrix attached hereto as exhibit "A" ("Work Estimate").

    d)  That the building and said improvements are described in detail in the
        plans, drawings, blueprints and specifications attached hereto as
        exhibit "B", (the "Specifications"), which building and improvements
        shall hereinafter be referred to as the "Work"; and;
    
    e)  That his principal has granted and delivered to him sufficient powers
        and appropriate directions for the execution of this agreement, and
        that such powers and directions have not since been modified, limited
        nor revoked.

II. The representative of Contractor declares:

    a)  That Contractor is a company duly incorporated under the applicable
        laws of the United Mexican States, as evidenced in Public Instrument
        52,543, book 903, before Notary Public Number 3 for the Municipality of
        Tijuana, Mr. Xavier Ibanez Herrera, duly recorded before the Public
        Registry of Property and Commerce of Tijuana, Baja California on
        September 29, 1988, registry number 20,279 page 413, Book XLIII-II
        auxiliary Commerce Section.

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     b)  That it is within Contractor's corporate purposes to execute and
         perform this agreement and provide urbanization, engineering and
         general construction services, and that it has the necessary
         authorizations, registrations and licenses to operate as a contractor;

     c)  That Contractor has the experience, the know-how and the material and
         human resources that are necessary and adequate to duly execute and
         manage the Work;

     d)  That Contractor has resources of its own sufficient to fulfill all
         labor obligations due to its workers in connection with the Work; and

     e)  That his principal has granted and delivered to him sufficient powers
         and appropriate directions for the execution of this agreement, and
         that such powers and directions have not since been modified, limited
         nor revoked.

                                    CLAUSES

ONE. SCOPE OF WORK.

1.1  Contractor agrees to perform all tasks and all other on-site work required
     to construct the Work on the Property. Contractor shall furnish all labor,
     materials, tools, equipment, transportation and all other goods and
     services necessary for the performance of the Work.

TWO. SPECIFICATIONS.

2.1  The Work shall be performed in strict compliance with the technical
     specifications and quality standards set forth in the blueprints, drawings
     and specifications contained in Exhibit "B" hereof, as well as in
     accordance with such other specifications and standards as may be indicated
     by Owner from time to time in the manner set forth in this agreement
     (hereinafter the "Specifications"), as well as on such written instructions
     issued by the individual who will be in charge of supervising the Work,
     herein contracted by Owner.

THREE. WORK SCHEDULE AND LOG.

3.1  Contractor shall perform the Work in strict accordance with the work
     schedule (hereinafter the "Schedule") set forth in Exhibit "C" hereof.
     Contractor shall keep an

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     accurate daily log of the progress of the Work (hereinafter the "Log") and
     shall submit to Owner a copy thereof, on a daily basis. The Log shall
     reflect progress of the Work with respect to the Schedule and shall be
     sufficiently detailed as to enable Owner to compare the actual with the
     scheduled progress of the Work at all times throughout the performance of
     the Work. The Log shall further contain a record of any observations,
     clarifications, variations or corrections made by Contractor or by Owner,
     in the performance of the Work, in respect of the Specifications.

FOUR. PRICE OF THE WORK.

4.1  Owner shall pay to Contractor the resulting amount according to the
     concepts, volumes and unit prices conforming with the work progress for
     which Contractor shall present, for its weekly revision and authorization,
     the estimates supported with the volume generators in the formats so
     indicated by Owner.

4.2  The total price of this operation is $1,931,912.99 (one million nine
     hundred and thirty one thousand nine hundred and twelve 99/100) dollars,
     United States of America currency, plus the Value Added Tax (v.a.t.), and
     it is based upon the estimated volume of work as of this date.

4.3  The ruling unit prices are the ones presented by Contractor for the Work
     bidding, pursuant to Exhibit "B" and cannot be subject to change, unless a
     written agreement is made on the part of Owner.

4.4  Owner shall pay, as advance payment the amount of $772,765.20 (seven
     hundred and seventy two thousand seven hundred and sixty five 20/100 )
     dollars, United States of America currency, that shall be proportionately
     amortized according to the amounts of the payable estimates presented by
     Contractor.

4.5  The balance, less a holdback of 5% of the balance, shall be paid in equal
     monthly installments over the course of construction of the Work. Such
     holdback amount will be paid to Contractor upon completion and acceptance
     of the Work by Owner.

FIVE. PAYMENT OF THE PRICE.

5.1  Contractor shall provide Owner, against payment for any concept, the
     invoices corresponding to the total estimate value, which shall meet all
     tax requirements as requested by Mexican Law. The payments shall be paid
     accordingly to the Schedule.

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     In the event contractor has a delay in the performance of the jobs, the
     payments shall be withhold.

5.2  Acceptance of the final payment by Contractor, shall be considered as
     Contractor's acceptance of its assumed responsibility regarding each and
     all claims that may arise against Owner in connection with Work and with
     the present agreement.

SIX. RESPONSIBILITY FOR SPECIFICATIONS.

6.1  Contractor shall be responsible for the proper design, engineering and
     supervision of the Work, in accordance with the Specifications, and in
     accordance with all applicable federal, state and local legal requirements,
     and common local industry practices for capacity, strength, vibration and
     function. Contractor shall be solely responsible for defining the
     Specifications and represents to Owner that same are true and correct, and
     in conformity with all industry standards and in compliance with all
     applicable legal requirements.

SEVEN. OWNERSHIP OF SPECIFICATIONS.

7.1  Owner shall be the sole and exclusive owner of the drawings, plans,
     blueprints and any other documents containing the Specifications, including
     all the information contained therein, which shall constitute proprietary
     information. Contractor shall provide Owner, at the time the Work is
     accepted by Owner upon its completion, with one final set updated according
     to the actual performance of Work, printed in Mylar, of all reproducible
     drawings and specifications.

EIGHT. QUALITY OF WORK, LABOR AND MATERIALS.

8.1  All work, labor and materials employed, provided or utilized by Contractor
     or its sub-contractors in the performance of the Work, shall be of the
     highest quality available, or of any lesser quality authorized in the
     Specifications, provided, however, that in no event may Contractor or its
     sub-contractors employ, provide or utilize work techniques, labor or
     materials that fail to meet the quality requirements or other
     specifications set forth by the current or applicable construction laws,
     regulations, ordinances or guidelines in force in Mexico.

NINE.  NO AGENCY OR REPRESENTATION.

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9.1   Contractor shall not be considered a representative or agent of Owner,
      provided, however, that Contractor may act on behalf of Owner in the
      obtainment of permits and the procurement of materials, to the extent
      therefore necessary and in such other specific cases as approved in
      writing by Owner.

TEN. REQUIRED PERMITS AND REGISTRATIONS.

10.1  Contractor shall obtain at its expense all required licenses,
      authorizations and permits, including, without limitation, the
      corresponding construction license from the municipal government of
      Tijuana, Baja California. Likewise, Contractor shall properly file all
      required registration applications before the corresponding governmental
      agencies, including, without limitation the registration of the Work with
      the Mexican Institute of Social Security. All such licenses,
      authorizations, permits and registrations shall clearly show Owner as the
      owner of the Work.

10.2  Owner will promptly deliver to Contractor all information and documents
      held by same, which result necessary for the filing, processing and
      obtainment of the above referred permits, licenses, authorizations and
      registrations.

10.3  The originals of said permits, licenses, authorizations and registrations
      shall be delivered to Owner upon final acceptance of the Work.

ELEVEN. START AND COMPLETION DATE.

11.1  Contractor shall initiate performance of the Work immediately upon
      execution hereof and of reception of advance payment ("Initiation Date"),
      and shall complete same in the manner herein required within six (6)
      months from the Initiation Date. The date of expiration of the above
      referred six months term shall be referred to hereinafter as the
      "Completion Date". If in the reasonable opinion of the Owner it becomes
      necessary that Contractor operates night shifts or weekends and holidays,
      or that it hires additional labor force, in order to complete the Work by
      the Completion Date, Contractor shall operate the necessary night shifts,
      weekends or holidays, or hire such additional labor force as is therefore
      necessary, without additional cost to Owner, unless such additional
      efforts are necessary as a result of modifications to the Specifications
      authorized by Owner or are otherwise attributable to Owner, or are
      necessary because of a Work delay which is excused pursuant to the
      following paragraph.

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11.2  If the performance of the Work is delayed due to actions or omissions of
      Owner, or to acts of god, such as fire, flood, rain, wind or others beyond
      the control and without the fault or negligence of Contractor which
      temporarily prevent the performance of the Work, the Completion Date shall
      be set back the same number of days during which said actions, omissions,
      or acts of god prevented the performance of the Work. Contractor shall not
      be entitled to demand payment of damages or increased costs suffered due
      to the delays above mentioned, except for delays caused by actions or
      omissions of Owner. The supervision and inspection of the Work by the
      Owner, and the requirement of corrections to non conformities with the
      Specifications shall not be deemed to constitute a delay due to Owner.

11.3  The modifications to the Specifications directed or requested by Owner
      shall not constitute a reason for setting back the Completion Date in the
      manner above indicated, unless such is agreed to at the time said
      modifications are communicated to Contractor.

TWELVE. MODIFICATIONS TO SPECIFICATIONS.

12.1  At any time during the performance of the Work, Owner may direct or
      request Contractor to modify the Specifications as it deems appropriate
      and necessary. The Price shall be adjusted in accordance with the increase
      or reduction in Contractor's accruable fees, labor, materials and sub-
      contracting expenses resulting from the modification and considering the
      time impact on the Completion Date. Such modifications shall be notified
      to Contractor by a Change Order drafted in the manner set forth in Exhibit
      "C" hereof. No changes shall be made to the Specifications without the
      written approval of the Owner.

THIRTEEN. CONTRACTOR'S SUPERVISION OF THE WORK.

13.1  Contractor shall supervise and direct the Work using its best skill and
      attention in order to make sure that all work techniques, materials and
      labor used in the performance of the Work comply with the terms of this
      agreement.

13.2  To the above effects, Contractor shall keep at the Work site during the
      performance of the Work a competent superintendent, satisfactory to Owner.
      In case a superintendent proves unsatisfactory to Owner, same shall be
      promptly replaced by Contractor, upon written request by Owner. The
      superintendent or its assistants, shall not be changed without 30 days
      notice to Owner in writing.

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FOURTEEN. OWNER'S INSPECTION OF THE WORK.

14.1  Contractor shall allow Owner to inspect the Work at any time, without need
      of prior notice, in order to verify performance of the Work in accordance
      with the terms hereof. Such supervision shall not relieve Contractor of
      any responsibility or liability deriving herefrom in connection with the
      performance of the Work.

FIFTEEN. CORRECTIONS.

15.1  Should any part of the Work or the materials utilized in its performance
      be found by Owner to be defective, damaged or in any way non conforming
      with the Specifications, Owner shall immediately notify Contractor
      thereof, and Contractor shall, immediately or as soon as it is
      practicable, remove, replace, reconstruct or refinish, as appropriate and
      at the sole reasonable discretion of the Owner, the defective, damaged or
      non conforming materials or portion of the Work. Such correction shall be
      entirely at the expense of Contractor and shall not originate the
      Completion Date to be set back.

15.2  In the event Contractor fails to correct the Work as provided in the
      preceding paragraph, Owner may, upon five (5) days written notice to
      Contractor, order Contractor to stop performance of any part or all of the
      Work and may correct or have corrected the corresponding deficiencies. In
      such event, Owner shall deduct the actual cost thereof from the Price.
      Such correction by Owner shall not imply a waiver of its rights to any
      other remedies available under this agreement.

SIXTEEN. HAZARDOUS MATERIALS AND WASTE.

16.1  Contractor shall not make use of hazardous materials in the performance of
      the Work and, in the event that any hazardous wastes or residues are
      generated in the performance of the Work, it shall, a) handle and dispose
      of same in full compliance with all legal and technical provisions
      providing for handling and disposal of such wastes, and b) shall perform
      or have performed all cleaning work necessary in order to ensure that the
      Work is delivered entirely free from any such contamination and is in full
      compliance with the applicable environmental requirements. Contractor
      shall further hold harmless and indemnify Owner from and against any
      claim, lawsuit, judgment, administrative procedure or penalty in
      connection thereof.

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SEVENTEEN. LABORATORY TESTS.

17.1    Contractor shall, at its own cost, hire laboratory services to perform
        any tests deemed convenient, provided, however, that the results thereof
        shall not be binding or conclusive under this agreement. Owner must be
        notified at least twenty four hours in advance of the performance of any
        such tests. All Work required to be tested and thereafter buried
        underground or otherwise concealed, shall be tested before being buried
        or covered and the test conditions shall be applied for a sufficient
        length of time to permit adequate inspection. Contractor shall furnish
        Owner complete written test results and data, as soon as same are
        available. In the event the test results indicate that the part of the
        Work tested fails to conform with the Specifications, Contractor shall
        immediately make the corrections thus necessary, without need of a
        written or verbal request from Owner.

EIGHTEEN. INSURANCE.

18.1    Owner shall obtain at Owner's expense, all risk coverage for the full
        cost of the Work in US Dollars and for the sum legally required, which
        shall provide at least, coverage for the following:

18.1.1  All risks of physical damage including but not limited to fire, broad
        coverage risks, (but excluding earthquake and flood) for the term of
        construction, including the materials, components and equipment of
        Owner, for the full cost of replacement of the construction effected up
        to the date of the damage;

18.2    Contractor shall obtain at Owner's expense the following insurance
        coverage's:

18.2.1  General public liability including comprehensive automobile insurance
        showing owned, non-owned and hired automobile coverage, in an amount
        equal to or greater than US$2,000,000.00 (two million and no 00/100)
        dollars, United States of America currency, per occurrence, to insure
        Owner and Contractor at all times from any claims resulting from injury
        or death to any person or persons, or damages to property caused in
        whole or in part by actions or omissions of Contractor, Owner or any of
        Contractor's sub-contractors, suppliers or any other party directly or
        indirectly employed or hired by Contractor or its sub-contractors in
        connection with the performance of the Work, or any other activity
        associated or related with the Work, or

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        acts of God or force majeure, as provided by the Civil Code for the
        State of Baja California and the Federal Labor Law of the Mexican
        Republic.

18.2.2  The above-referred insurance policy shall be in the name of Owner and
        the Contractor and issued by an insurance company satisfactory to
        Contractor and Owner authorized to do business in Mexico.

18.2.3  As evidence that Contractor has contracted on behalf of Owner the
        insurance as required above, it shall within 5 (five) days after the
        execution hereof, deliver to Owner appropriate certificates of insurance
        issued by the insurance company evidencing that Contractor has duly
        obtained the insurance required hereunder, and that such insurance is
        primary as respects any claims, losses or liability arising directly or
        indirectly from the insured's operations.

18.3    Contractor shall not start the Work until after the above-referred
        insurance certificates have been delivered by Contractor and sub-
        contractors and the insurance has been approved by Owner and Contractor.
        Approval of the insurance by the Owner shall not relieve or reduce the
        liability of Contractor hereunder. Owner shall be named as an insured
        and all policies shall provide that Owner is to receive 30 (thirty) days
        prior written notice of cancellation of such policy or material change
        in coverage therein. In the event of casualty, Owner and Contractor
        shall promptly initiate adjustment procedures with the respective
        insurance company and the proceeds paid thereby will be distributed
        among the parties hereto in accordance to their respective interests as
        they appear herein.

18.4    Contractor shall not be obligated to provide insurance coverage for any
        employees nor for the equipment of the Owner at the Work site.

NINETEEN. LIABILITY FOR DAMAGES.

19.1    Contractor shall be liable for all losses or damages to all Work, to the
        property of Owner, or to third parties' property, as well as for injury
        or death of its own, and of Owner's employees, agents or any other
        persons, while they are on the site of the Work or on the Property
        during the performance of the Work, or in adjacent areas, when such
        damages, injuries or deaths are caused in whole or in part by any acts
        or omissions of the Contractor, including the Contractor's own
        negligence or failure to provide appropriate safety measures and
        adaptations.

TWENTY.  GUARANTEE.

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20.1  Unless otherwise specified under the various headings herein, all
      workmanship and materials used in the performance of the Work, as well as
      all fixtures and equipment furnished by Contractor and installed under
      this agreement, shall be absolutely guaranteed by Contractor for a period
      of one (l) year after their final acceptance in writing by Owner. This
      Guarantee shall be effective notwithstanding any additional guarantees
      obtained by Owner from the manufacturers or suppliers of any materials,
      fixtures and equipment. Any imperfections or defects which may develop or
      be discovered in the workmanship or materials used, or in the fixtures or
      equipment furnished by the Contractor during such 1 (one) year period
      shall be immediately repaired or replaced, at Owner's option, by the
      Contractor, at Contractor's expense.

20.2  All such repair or replacement work is also hereby absolutely guaranteed
      for a period of 1 (one) year from the date of the correction thereof. It
      is understood and agreed that Contractor shall supply Owner with a written
      guarantee of all Work covered under this agreement and such guarantee will
      contain the date upon which said Work was accepted by Owner and the date
      upon which the guarantee shall expire.

TWENTY ONE. CONSTRUCTION DRAWINGS.

21.1  Based on actual field measurements, Contractor shall keep a complete set
      of drawings and specifications at the Work site, which drawings shall be
      maintained current and up to date to reflect any changes due to field
      conditions and to modifications to the Specifications requested by Owner.
      Such set of reproducible mylar drawings and specifications shall be
      delivered to Owner upon termination of the Work, as a record of the Work
      done.

21.2  Contractor shall prepare a complete set of drawings as a record of the
      Work done from marked up drawings, specifications and changes due to field
      conditions and alterations requested by the Owner. These drawings shall be
      prepared on reproducible mylar, and must be delivered within 60 (sixty)
      days after termination of the Work.

TWENTY TWO. BONDS.

22.1  Upon execution of this Agreement, and before receiving the advance
      payment, Contractor shall post an advance payment bond equal to the full
      amount of the advance payment required under this Agreement. Such advance
      payment bond shall be issued by a bonding company and shall be on terms
      reasonably acceptable

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        to Owner. The terms shall include a guaranty of the obligation of
        Contractor to complete the Work in accordance with this Agreement.

22.2    On acceptance of the Work by Owner and prior to payment of the holdback
        amount, Contractor shall obtain and provide to Owner a performance bond
        in the amount of 10% of the contract amount covering the warranty period
        and warranty provisions set forth in this Agreement.

22.3    All bonds provided herein shall be issued by bonding companies holding a
        Standard & Poor rating of "B" or better or as otherwise approved by
        Owner.

TWENTY THREE. RESPONSIBILITIES OF THE PARTIES.

23.1    In addition to the fulfillment of the obligations set forth elsewhere in
        this agreement, the parties shall have the following responsibilities:

23.1.1  Contractor shall indemnify and hold Owner harmless from and against all
        losses, demands, claims, payments, suits, actions, recoveries and
        judgments of any nature brought against it by reason of any acts or
        omissions of Contractor, its agents or employees, or of any of its sub-
        contractors, their agents or employees, in the execution of the Work,
        including, without limitation, the use, discharge, storage or disposal
        of any toxic substance or hazardous material or residue.

23.1.2  Owner shall indemnify and hold Contractor harmless from and against all
        losses, demands, claims, payments, suits, actions, recoveries and
        judgments of any nature brought against it by reason of any acts or
        omissions of Owner, its agents or employees.

23.1.3  Contractor shall forever protect and defend Owner in the full and free
        use and enjoyment of any and all right to any invention, machines, or
        devices which may be used as part of the Work, either in the
        construction or use after completion, against all suits of all persons
        and shall pay all royalties and license fees necessary for the use and
        enjoyment of such inventions, machines, or devices.

23.1.4  Contractor shall further save and hold Owner harmless, from and against
        any and all claims, demands, losses, suits, payments, actions,
        recoveries or judgments brought against Owner by any of Contractor's 
        sub-contractors.

TWENTY FOUR. LABOR RESPONSIBILITY.

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24.1  Nothing contained in this agreement or its exhibits shall create or be
      deemed to create a labor relationship between Owner and Contractor's
      employees. Contractor has represented to Owner that it has the sufficient
      elements of its own which will allow it to fully comply with all labor
      responsibilities in regard of its personnel and shall, during the
      performance of the Work and the duration of this agreement, continue to
      maintain such sufficient elements of its own. Contractor assumes all labor
      responsibility for all personnel assigned to or contracted for the
      performance of the Work, and agrees to strictly comply with all its
      obligations as employer with respect to said personnel under the Federal
      Labor Law, the Mexican Institute of Social Security Law, the National
      Institute of the Fund for Workers Housing Law and all regulations and
      ordinances issued under any applicable law. Contractor agrees to indemnify
      and hold Owner harmless in the event of any labor claim filed by any
      worker or employee of Contractor or its sub-contractors as well as any
      claim filed by the Mexican Institute of Social Security or the Institute
      of the National Fund for Workers Housing due to the failure of Contractor
      to make payment of the respective dues and taxes.

24.2  Contractor shall appoint Owner as the owner of the Work in the respective
      registration notice it files with the Mexican Institute of Social
      Security, and Contractor shall provide to Owner the original of said
      notice upon final acceptance of the Work.

TWENTY FIVE. SUBCONTRACTORS.

25.1  Contractor shall be fully and solely responsible towards Owner for all
      acts and omissions of its sub-contractors and of persons either directly
      or indirectly employed by them, as well as for acts and omissions of
      persons directly employed by it.

25.2  Nothing contained in this agreement or its exhibits shall create a
      contractual or labor relationship between Owner and any of Contractor's
      sub-contractors. Contractor is not authorized to make any commitment on
      behalf of Owner, unless such is previously authorized in writing.

25.3  Contractor agrees to make that all sub-contractors agree to observe and
      fulfill all applicable terms and obligations arising hereof.

25.4  Contractor shall not delegate to any of its sub-contractors the
      responsibilities and obligations corresponding to the Contractor under
      this agreement.

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25.5    Contractor shall cause that all provisions contained herein in regard to
        warranty, insurance, changes and modifications in the Work, formal
        acceptance of the Work and the right to inspect by the Owner, be
        included in the agreements entered with each one of the sub-contractors.

TWENTY SIX. CLAIMS.

26.1    Immediately upon the delivery of the final payment or of the retained
        percentage, Contractor shall deliver to Owner a complete release and
        waiver of lien by Contractor of all claims arising out of this agreement
        or payments due to government agencies such as IMSS, Hacienda, STPS,
        SAR, INFONAVIT, among others, or receipts for the full value of the Work
        in lieu thereof, together with an affidavit stating that the receipts
        include all the labor and materials for which a claim could be filed.
        Neither the final payment nor any part of the retained percentage shall
        be deemed due if the above release and waiver, or receipts, are not
        delivered.

TWENTY SEVEN. INSPECTION AND FINAL ACCEPTANCE.

27.1    Prior to acceptance of the completed Work, Owner shall be entitled to
        inspect the Work in the following manner:

27.1.1  The Work shall be subject to inspection and test by Owner during its
        construction and at all other times and places, including without
        limitation the plants and offices of Contractor, and of its sub-
        contractors and suppliers.

27.1.2  The Work shall be subject to one final inspection and acceptance. Such
        final inspection in full or in part shall be made within 15 (fifteen)
        working days after notice of the completion of the Work by Contractor.

27.1.3  After the final inspection is performed, Owner will accept in writing
        those areas or systems of the building that have been completed
        according to Specifications. At the same time, a "punch list" will be
        prepared containing pending or defective items that are to be completed
        or repaired within the following 30 (thirty) days. Failure to include
        any items on the punch list will not alter the responsibility of
        Contractor to complete the Work pursuant to the Specifications.

27.1.4  Within three (3) working days after any inspection requested by
        Contractor is performed, Owner shall inform Contractor in writing of any
        defects or imperfections of the portion of the Work inspected.

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27.1.5  Upon request of Contractor, completed defined portions of the Work or
        "punch list" items will be subject to inspection by Owner within 3
        (three) working days after Owner is notified of their termination, which
        partial inspections shall be in accordance with the same terms,
        conditions and effects as set for the final inspection. Such partial
        inspections will not release Contractor from its guarantee obligation
        under Clause Twenty above.

27.1.6  At the time final inspection is performed and the Work is accepted by
        Owner, Owner will cancel the bond referred to in clause twenty two,
        paragraph 22.1, and Contractor shall deliver to Owner the last bond
        mentioned in paragraph 22.2 covering 10% (Ten percent) of the Price with
        a term of 1 (one) year to guarantee against construction defects. At
        such time, Owner will accept the Work in writing and it shall release
        and deliver to Contractor the amount retained.

TWENTY EIGHT. COMPLETION OF THE WORK

28.1    Contractor guarantees that the Work will be completed by the Completion
        Date, at which time the industrial building and other improvements
        requested by Owner will be fully completed in accordance with the
        Specifications and all of its systems and installations will be fully
        operable, with the interior of the building finished, in such manner
        that it allows Owner to install, test and operate its equipment and
        machinery, and test the production of the products it intends to
        manufacture.

TWENTY NINE. CONTRACTOR'S RIGHT TO TERMINATE CONTRACT.
  
29.1    Should Owner fail to pay Contractor any approved payment within 15
        (fifteen) days after is due, then Contractor, upon 5 (five) days written
        notice to Owner may stop the Work or terminate this Agreement and
        recover form Owner payment for all Work executed and reasonable profit.
        Owner shall have the right, however, to pay Contractor's invoice, or
        approved portion thereof, during the five (5) day period following
        written notice thereof, and, in such event, this Agreement shall not be
        terminated.

29.2    Should the Work be stopped by a governmental agency or other state or
        public office or by any act of negligence of Owner through no fault of
        Contractor, Contractor's time for completion of the Work shall be
        extended by a like time and such extension shall be evidenced in writing
        signed by Owner and Contractor.

THIRTY. OWNER'S RIGHT TO TERMINATE CONTRACT.

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30.1    Owner, at its discretion, may terminate the agreement at any time by
        giving written notice thereof to Contractor at least 15 (fifteen) days
        prior to the effective date of termination. Upon receipt of notice of
        termination, Contractor shall terminate all work under the agreement on
        the date specified in such notice and shall a) terminate all orders and
        subcontracts chargeable to the performance of this Contract, which may
        be terminated without additional cost; b) terminate and settle, subject
        to approval by Owner, other orders and subcontracts where the cost of
        settlement will be less than the costs which would be incurred if such
        orders and Subcontracts were to be completed and c) transfer to Owner,
        in accordance with Owner's directions, all materials, supplies, work in
        process, facilities, equipment, machinery or tools acquired by
        Contractor in connection with the performance of the Work and for which
        Contractor is to be reimbursed hereunder, and all drawings, working
        drawings, sketches, specifications and information accumulated for use
        in the performance of the Work. Contractor shall, if directed by Owner
        and to the extent stated in the notice of termination, do such work as
        may be necessary to preserve the Work in progress and to protect
        material, plant and equipment on the Work or in transit thereto.

30.2    Upon termination of this agreement and compliance by Contractor, all in
        accordance with the provisions of the preceding paragraph, Owner shall
        pay to Contractor in discharge of all of its obligations under this
        agreement, only for a) such portion of the Work as the Contractor and
        its subcontractors shall have completed, plus b) the cost to the
        Contractor for materials which have been delivered to the plant site of
        the Owner up to the effective date of termination, plus c) the cost to
        Contractor of materials to be used in the performance of this agreement
        for which bona fide irrevocable orders have been placed by Contractor
        prior to the effective date of termination, which have not been
        terminated and settled hereunder, provided that such materials are
        delivered to Owner within a reasonable period of time after the
        effective date of termination, plus d) the cost to Contractor of
        termination and settling orders and subcontracts in accordance with this
        provision, and plus e) the cost to Contractor of complying with Owner's
        directions relative to the preservation of the Work in progress and the
        protection of materials, plant and equipment on the work or in transit
        thereto. Owner shall have a credit against the aggregate of items a)
        through e) above, for the amounts therefore paid by Owner to or for the
        account of the Contractor, pursuant to other provisions of this
        agreement.

30.3    The payment to be made for any such completed portion of the Work shall
        be in the proportion that the completed portion of the Work bears to the
        entire Work provided for in this Contract, which portion shall be
        determined by the Owner. "Cost to the Contractor" as used herein, shall
        include field and home furniture, equipment and

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        business machines and payment of office utility costs directly
        applicable to this agreement and not otherwise reimbursed hereunder.
        However, Owner shall be under no obligation to pay Contractor for
        overhead or anticipated profits on any portion of the Work not
        completed. Such costs and expenses shall be subject to audit by Owner.
        The sum of all amounts payable under this clause plus the sum of all
        amounts previously paid under this agreement shall in no event exceed
        the Price.

30.4    The only claim of Contractor against Owner for loss, damage or
        otherwise, on account of such termination by the Owner, shall be for the
        compensation and payment in accordance with the above provisions.

30.5    In any and all subcontracts entered into between Contractor and its
        subcontractors, in any and all other commitments and obligations which
        Contractor may undertake or incur, all in connection with the Work under
        this agreement, Contractor shall make provisions consistent with this
        Clause relative to the termination of the agreement by Owner and the
        payment of obligations in connection therewith. Owner shall be under no
        obligation to compensate Contractor under the provisions of this Clause
        if this agreement is terminated because of default or breach by
        Contractor.

30.6    Should the Contractor at any time a) fall into a bankruptcy, makes a
        general assignment for the benefit of creditors, makes or permits the
        appointment of a receiver for all or a substantial part of its property,
        or fails or refuses to prosecute the Work as provided for herein or b)
        fails to perform any other requirement of this agreement and does not
        cure or begins to cure such failure within ten (10) working days after
        written notice thereof is given by Owner, Owner shall have the right, at
        its option and without prejudice to any other remedies available to
        same, to take possession, for the purposes of completing the Work, of
        Owners materials, tools, equipment and appliances at the site, and
        either complete or employ any other person or persons to complete the
        Work. In case of such termination of the employment of Contractor,
        Contractor shall not be entitled to any further payment until the Work
        has been fully completed and accepted by Owner, at which time, a) if the
        unpaid balance of the Price exceeds the expense (including, but not
        limited to, the cost of completing the Work) sustained by Owner on
        account of Contractor's default, Owner shall pay the amount of such
        excess to Contractor, and b) if such unpaid balance is less than the
        expense sustained by Owner, Contractor shall pay the amount of such
        difference to Owner.

THIRTY ONE. HOLD HARMLESS.

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31.1    If for any reason Contractor fails to meet all permitting requirements
        or to comply with any laws, regulations, ordinances or guidelines
        applicable to its performance of the Work, Contractor shall be
        responsible for the payment of any fines or penalties imposed upon
        Owner, as well as of all losses, costs and expenses derived from the
        suspension of the Work by any governmental agency, and it hereby agrees
        to indemnify and hold Owner harmless from and against any and all such
        fines, penalties or losses, including any liens on the Work or on the
        Property and other expenses that Owner may incur as a result thereof.

THIRTY TWO. TEMPORARY FACILITIES AND UTILITIES.

32.1    Contractor shall provide at its expense all temporary facilities and
        utilities required for completion of the Work in accordance with the
        Specifications, which shall include, without limitation:

32.1.1  Temporary construction roads, ramps and approaches, and maintain them in
        a serviceable condition for use by all persons performing Work in
        connection with this agreement.

32.1.2  Main ladders and runways for the performance of the Work. Subcontractors
        shall provide additional ladders and runways as required for the
        performance of their own work.

32.1.3  Field offices and other temporary structures such as offices,
        construction and storage sheds, that Contractor and its subcontractors
        may require. When directed by Owner, Contractor shall remove the
        temporary structures from the Property if same are not necessary to
        continue with the Work.

THIRTY THREE. RECEIPTS FOR TAXES AND EXPENSES.

33.1    Immediately upon Owner's request, Contractor shall deliver to Owner true
        copies of all receipts or other adequate evidence, satisfactory to
        Owner, of payment of all of Contractor's taxes, and social security and
        labor assessments related to the performance of the Work. Further,
        Contractor shall, immediately upon Owner's request, furnish Owner with
        receipts or other adequate evidence, satisfactory to Owner, of payment
        of the subcontractors' fees, purchases of materials, rental of equipment
        and any other expenses associated with the performance of the Work.

THIRTY FOUR. REPRESENTATIVES.

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34.1    Owner designates Dan DeMille and Randee Lawrence as its authorized
        representatives, in order to represent Owner before Contractor for all
        matters pertaining to the performance of the Work. Any duly accredited
        employee, agent or representative of the designated Owner's
        representatives shall be entitled to be at any time at the site of the
        Work and shall have access to all areas of same, including, without
        limitation, the Contractor's on-site offices, with the purposes of
        inspecting the Work and signing the Log on a daily basis, as evidence
        that such Log is true and current, and duly notified to Owner in
        accordance herewith. Owner's authorized representatives shall record any
        observations regarding the work progress and performance in both the
        Contractor's and the Owner's copies of the Log.

34.2    Contractor designates Miguel A. Granados as its appointed representative
        before Owner.

THIRTY FIVE. EXHIBITS.

35.1    All exhibits of this agreement are attached hereto, duly signed by the
        parties' representatives and are thus an integral part hereof.

THIRTY SIX. ASSIGNMENT.

36.1    This agreement is binding to both parties hereto, its successors,
        assigns and legal representatives. Neither party may assign this
        agreement as a whole or in part without the written consent of the
        other, nor shall Contractor assign any monies due or to become due
        hereunder without the previous written consent of Owner. However, Owner
        may assign this agreement to any of its parent companies, subsidiaries,
        or affiliates without the consent of Contractor.

THIRTY SEVEN. JURISDICTION AND APPLICABLE LAW.

37.1    For all matters pertaining to the interpretation, fulfillment or
        performance of this agreement, the parties submit to the Laws and courts
        of the city of Tijuana, Baja California, thereby waiving any other venue
        and Jurisdictions they may otherwise be entitled to due to their current
        or future addresses, or to any other reason whatsoever.

THIRTY EIGHT. VERSIONS.

38.1    This agreement is executed in two versions. One in the English language
        and the other in the Spanish language. Both versions are intended to be
        of identical content,

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        meaning and purpose. However, in case of controversy as to their
        content, meaning or purpose, the Spanish version shall prevail.

THIRTY NINE. NOTICES.

39.1    All notices required or desired to be given under this Contract shall be
        in writing and delivered personally or sent by certified or registered
        mail, postage prepaid, return receipt requested, addressed as follows:

                  TO OWNER:                          TO CONTRACTOR:
        Blvd. Agua Caliente 4558-403        Blvd. Acapulco 14700
        Col. Aviacion, 22420                Parque Industrial Pacifico, 22670
        Tijuana, Baja California, Mexico    Tijuana, Baja California, Mexico.


39.2    Or to such other address as any of the parties may, from time to time
        designate in writing and mutually notify in the manner above set forth.


                  Tijuana, Baja California, December 11, 1997


                The Contractor                         The Owner


     By: Mr. /s/ RAFAEL CARRILLO- BARRON     By: Mr. /s/ RANDEE J. LAWRENCE
             ---------------------------             ----------------------
             Mr. Rafael Carrillo- Barron             Mr. Randee J. Lawrence

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