THIS SUBLEASING  CONTRACT IS SIGNED,  ON THE ONE HAND, BY INMOBILIARIA
     LEFAM, S.A. REPRESENTED BY MR. SAMUEL LEVIN ARBEITMAN, WHO SHALL HENCEFORTH
     BE  REFERRED  TO AS THE  SUBLEASING  TENANT  AND,  ON THE OTHER,  BY AARICA
     SERVICES,  S.A. DE C.V. WHO SHALL BE REFERRED TO AS THE  SUBTENANT  AND, IN
     ITS CAPACITY AS GUARANTOR, TAIMEX INDUSTRIES S.A. DE C.V., BOTH REPRESENTED
     BY MR. CAROL JUAN KOLOZS FISCHER IN HIS CAPACITY AS THEIR CHAIRMAN.

DECLARATIONS

1.   THE  SUBLEASING  TENANT  DECLARES  THAT HE  DISPOSES  OF THE CONSENT OF THE
     LEASING  PARTY,  IN  ACCORDANCE  WITH A WRITTEN  STATEMENT  PROVIDED  AS AN
     APPENDIX,  TO SUBLET THE PROPERTY MARKED WITH THE NUMBER 156 OF THE STREETS
     OF LAGO CHALCO,  COLONIA  ANAHUAC OF THIS CITY AND THAT IT IS HIS INTENTION
     TO SUBLET IT TO AARICA SERVICES, S.A. DE C.V.

2.   THAT  HE  DISPOSES  OF THE  REQUIRED  FACULTIES,  IN HIS  CAPACITY  AS SOLE
     ADMINISTRATOR  IN  ACCORDANCE  WITH WRIT NUMBER  20,812,  DATED OCTOBER 15,
     1980, ISSUED BEFORE MR. FRANCISCO DE ICAZA DUFOUR, NOTARY PUBLIC NUMBER 111
     OF MEXICO CITY,  INSCRIBED IN ACCORDANCE WITH THE CHANGE OF ADDRESS GRANTED
     IN PUBLIC WRIT NUMBER  22,712  DATED  NOVEMBER  23,  1983,  BEFORE THE SAME
     NOTARY  PUBLIC AS ABOVE IN  MERCANTILE  FOLIO NUMBER  70,791 DATED JULY 17,
     1984 IN THE PUBLIC REGISTER OF COMMERCE OF MEXICO CITY.

3.   THE SUBTENANT DECLARES, VIA ITS REPRESENTATIVE, THAT IT DISPOSES OF ALL THE
     FACULTIES  REQUIRED  TO OBLIGE THE PARTY HE  REPRESENTS  TO COMPLY WITH THE
     TERMS  AND  CONDITIONS  OF THIS  CONTRACT,  AS  STATED  IN THE  COPY OF THE
     DOCUMENT PROVIDED AS AN APPENDIX.

4.   THAT THE PARTY HE REPRESENTS IS A MEXICAN COMPANY CONSTITUTED IN COMPLIANCE
     WITH MEXICAN LAW, AS STATED IN THE  DOCUMENT  PROVIDED AS AN APPENDIX,  AND
     THAT ITS OBJECTIVE,  AMONG OTHERS,  IS TO CARRY OUT ALL KINDS OF COMMERCIAL
     OPERATIONS AS WELL AS TO SIGN CONTRACTS.

5.   THAT HE WISHES TO SUBLET THE PROPERTY DESCRIBED IN THE FIRST DECLARATION OF
     THIS  CONTRACT  WITH  THE  AIM OF  INSTALLING  INSIDE  IT A  WAREHOUSE  FOR
     FOOTWEAR,  SPORTS  CLOTHING  AND ITS  DISTRIBUTION  AND ANY OTHER  ACTIVITY
     RELATED TO ITS COMMERCIAL OBJECTIVES OR PERMITTED BY LAW.

          6. BASED ON THE ABOVE  DECLARATIONS,  THE  PARTIES  AGREE TO MAKE THIS
     CONTRACT SUBJECT TO THE FOLLOWING CLAUSES.

CLAUSES
OBJECTIVE

          1.- THE SUBLEASING TENANT  INMOBILIARIA LEFAM, S.A. DE C.V. SUBLETS TO
     THE  SUBTENANT  AARICA  SERVICES  S.A. DE C.V.  AND THE LATTER  ACCEPTS THE
     TEMPORARY  USE AND BENEFIT OF THE  PROPERTY  MARKED WITH THE NUMBER 156, OF
     LAGO CHALCO STREET, COLONIA ANAHUAC OF THIS CITY.

DURATION.
SECOND. THE PERIOD OF EFFECT OF THIS SUBLEASING CONTRACT SHALL BE SIX OBLIGATORY
YEARS FOR BOTH  PARTIES  STARTING AS FROM  OCTOBER 1, 1999,  AND  LASTING  UNTIL
SEPTEMBER 30, 2005.  ONCE THIS PERIOD HAS ELAPSED THE  SUBTENANT  SHALL HAVE THE
OPTION OF RENEWING  THIS  CONTRACT FOR A FURTHER YEAR OR MORE, IF THIS IS TO THE
BENEFIT OF ITS  INTERESTS  FOLLOWING  PRIOR  AGREEMENT ON THE RENT THAT SHALL BE
STIPULATED TO THIS END AND TAKING INTO ACCOUNT THAT ANY INCREASE SHOULD BE BASED
ON THE  NATIONAL  CONSUMER  PRICE  INDEX  ISSUED  BY THE BANK OF  MEXICO  IN THE
PREVIOUS YEAR.

IF THE SUBTENANT WISHES TO EXTEND THIS CONTRACT, IT SHOULD NOTIFY THE SUBLEASING
TENANT THIRTY DAYS IN ADVANCE.

PRICE
THIRD.- THE  SUBTENANT  SHALL PAY THE  SUBLEASING  TENANT THE SUM OF  $66,000.00
(SIXTY-SIX THOUSAND MEXICAN PESOS AND ZERO CENTS) PLUS I.V.A. BETWEEN OCTOBER 1,
1999, AND SEPTEMBER 30, 2000;  THE SUM OF $80,000.00  (EIGHTY  THOUSAND  MEXICAN
PESOS AND ZERO CENTS) PLUS I.V.A.  BETWEEN  OCTOBER 1, 2000,  AND  SEPTEMBER 30,
2001; THE SUM OF $80,000.00  (EIGHTY THOUSAND MEXICAN PESOS AND ZERO CENTS) PLUS
I.V.A.  BETWEEN  OCTOBER 1, 2001,  AND  SEPTEMBER  30, 2002,  PLUS  INFLATION IN
ACCORDANCE  WITH THE NATIONAL  CONSUMER PRICE INDEX ISSUED BY THE BANK OF MEXICO
IN THE PREVIOUS YEAR;  FROM OCTOBER 1, 2002, AND SEPTEMBER 30, 2003, IT WILL PAY
THE SAME SUM AS THE PREVIOUS YEAR PLUS I.V.A. PLUS INFLATION AS SPECIFIED IN THE
NATIONAL  CONSUMER PRICE INDEX ISSUED BY THE BANK OF MEXICO IN THE PREVIOUS YEAR
AND SO ON AND SO FORTH UNTIL THE CONTRACT EXPIRES.

THE  STIPULATED  RENT SHALL BE PAID  WITHIN THE FIRST FIVE DAYS OF EACH MONTH AT
THE OFFICES OF THE  SUBLEASING  TENANT  LOCATED AT PRADO SUR 146,  PLANTA  ALTA,
COLONIA LOMAS DE CHAPULTEPEC, C.P. 11000 IN THIS CITY.

THE RENT SHALL BE PAID IN FULL,  DURING  THE PERIOD OF EFFECT OF THIS  CONTRACT,
EVEN IF THE SUBTENANT MOVES OUT OF THE PROPERTY BEFORE THE CONTRACT  EXPIRES AND
UNTIL  IT  DELIVERS  THE  PROPERTY,  THAT IS THE  OBJECT  OF THIS  CONTRACT,  IN
COMPLIANCE  WITH THE  PROVISIONS  OF ARTICLE  2,429 OF THE CIVIL CODE FOR MEXICO
CITY,  AND  SHALL NOT BE ABLE TO HOLD ON TO IT,  OTHER  THAN BY  MANDATE  OF THE
JUDICIAL AUTHORITIES.

THE SUBTENANT SHALL NOT BE ABLE TO WITHHOLD OR DELAY THE PUNCTUAL PAYMENT OF THE
RENT UNDER ANY JUDICIAL OR NON-JUDICIAL  TITLE, NOR DUE TO A LACK OF REPAIR WORK
THAT SHOULD BE CARRIED OUT BY THE  SUBLEASING  TENANT,  BUT SHALL PAY IT IN FULL
AND ON THE  SPECIFIED  DATE AT THE PREMISES  INDICATED  IN THIS CLAUSE,  AND THE
SUBTENANT SHALL RENOUNCE THE BENEFITS ARISING FROM ARTICLES 2412, 2413, 2414 AND
2490 OF THE AFOREMENTIONED LEGAL INSTRUMENTS.

PURCHASE OPTION
FOURTH.- THE SUBLEASING TENANT SHALL RESPECT THE SUBTENANT'S  OPTION TO PURCHASE
THE PROPERTY  GRANTED BY ITS OWNER,  CONSTRUCTORA  E  INMOBILIARIA  LESA S.A. DE
C.V., THROUGHOUT THE WHOLE PERIOD OF EFFECT OF THIS LEASING CONTRACT, SETTING AS
A BASE THE SUM OF $1,000,000.00 USD (ONE MILLION US DOLLARS).

PENALTY FOR FAILURE TO LEAVE THE PROPERTY AND THE SIGNING OF A NEW CONTRACT
---------------------------------------------------------------------------
FIFTH.- IF AT THE END OF THIS CONTRACT,  OR OF ANY EXTENSIONS THAT MAY HAVE BEEN
GRANTED, THE SUBTENANT,  FOR THIS OR ANY OTHER REASON, FAILS TO LEAVE THE LEASED
PROPERTY,  THE RENT IT SHALL PAY DURING THE  FOLLOWING  YEAR SHALL BE DOUBLE THE
RENT IT PAID DURING THE PREVIOUS YEAR.

SHOULD THIS SITUATION CONTINUE AFTER A PERIOD OF TWELVE MONTHS, THE RENT THAT IT
SHALL PAY SHALL BE DOUBLE THE RENT IT PAID  DURING THE  PREVIOUS  YEAR AND SO ON
AND SO FORTH. THIS CLAUSE SHALL NOT TAKE EFFECT IF A NEW CONTRACT IS SIGNED.

TAXES, RIGHTS, SERVICES AND OPERATIONS
SIXTH.- THE SUBTENANT PLEDGES TO PAY FOR AND CONTRACT, ON ITS OWN ACCOUNT AND AT
ITS OWN LIABILITY, ANY ELECTRIC POWER REQUIRED FOR ITS ACTIVITIES,  AND IT SHALL
ALSO BE RESPONSIBLE  FOR COVERING ANY PAYMENTS  GENERATED BY THE  CONSUMPTION OF
WATER,  ELECTRICITY,  TELEPHONES,  ETC.  AND SHOULD  PROVIDE  COPIES OF PROOF OF
PAYMENT  FOR  THESE  SERVICES  EVERY  TWO  MONTHS OR  WHENEVER  REQUIRED  BY THE
SUBLEASING TENANT.

ALSO,  ANY REPAIR WORK  REQUIRED IN ORDER TO  MAINTAIN  THE  PROPERTY IN PERFECT
CONDITION  AND  OPERATING  PERFECTLY  SHALL BE COVERED BY THE  SUBTENANT UP TO A
MAXIMUM SUM OF $3,000 USD (THREE THOUSAND US DOLLARS) PER YEAR OR ITS EQUIVALENT
IN  MEXICAN  PESOS,  SO LONG AS THIS  REPAIR  WORK IS NOT THE  RESULT  OF HIDDEN
DEFECTS OR THE CONSEQUENCES OF FORCE MAJEUR.

ANY PROPERTY TAX  GENERATED BY THE PROPERTY  THAT IS THE OBJECT OF THIS CONTRACT
SHALL BE THE RESPONSIBILITY OF THE SUBLEASING TENANT.

USE OF THE LEASED PROPERTY
SEVENTH.-  THE  SUBTENANT  PLEDGES TO USE THE  SUBLEASED  PROPERTY  TO INSTALL A
WAREHOUSE FOR CLOTHING,  ITS  DISTRIBUTION AND ANY OTHER ACTIVITY RELATED TO ITS
COMMERCIAL OBJECTIVE OR PERMITTED BY LAW.

IT IS  EXPRESSLY  FORBIDDEN  FOR THE  SUBTENANT  TO SUBLEASE  PART OR ALL OF THE
SUBLEASED  PROPERTY,  AS WELL AS TO YIELD OR  TRANSFER,  IN ANY WAY,  ANY OF THE
RIGHTS ARISING FROM THIS CONTRACT, WITHOUT THE PRIOR CONSENT IN WRITING FROM THE
SUBLEASING  TENANT.  THE  SUBLEASING  TENANT MAY RESERVE THE RIGHT TO GRANT THIS
AUTHORIZATION IF IT IS TO THE BENEFIT OF ITS INTERESTS,  AND THE SUBTENANT SHALL
NOT REQUIRE SUCH  AUTHORIZATION TO SUBLET THE PROPERTY TO SUBSIDIARIES.  IN THIS
CASE,  IT SHALL ONLY BE  NECESSARY  TO NOTIFY  THE  SUBLEASING  TENANT,  BUT THE
OBLIGATION OF THE SUBTENANT SHALL REMAIN AS A JOINT OBLIGATION.

SHOULD THE SUBTENANT  FAIL TO COMPLY WITH THIS CLAUSE,  REGARDLESS OF WHETHER OR
NOT IT PAYS THE  SUBLEASING  TENANT  FOR ANY  DAMAGE  OR  DETRIMENT  THAT MAY BE
CAUSED,  IT SHALL PAY DOUBLE  THE RENT THAT IT HAD BEEN  PAYING AT THE MOMENT OF
SUBLEASING.

WORK AND IMPROVEMENTS TO THE PROPERTY
EIGHTH.- IN ORDER TO ENSURE THAT THE  SUBLEASED  PROPERTY  COMPLIES WITH ALL THE
AREA REQUIREMENTS FOR CARRYING OUT THE INDUSTRIAL, COMMERCIAL AND ADMINISTRATIVE
ACTIVITIES  THAT ARE MENTIONED,  BUT NOT  RESTRICTED  TO, THE ABOVE CLAUSE,  THE
SUBLEASING   TENANT  EXPRESSLY   AUTHORIZES  THE  SUBTENANT  TO  CARRY  OUT  ANY
ADAPTATIONS,  INSTALLATIONS  AND  ADJUSTMENTS  WITHIN THE  PROPERTY  THAT MAY BE
NECESSARY FOR SUCH PURPOSES.

THE  AUTHORIZATION  MENTIONED IN THE ABOVE PARAGRAPH SHALL REMAIN SUBJECT TO THE
CONDITION THAT NO MODIFICATIONS SHALL BE CARRIED OUT THAT COULD AFFECT THE BASIC
STRUCTURE  OF THE  INSTALLATIONS  THAT HAVE BEEN  CARRIED  OUT UP TO THE DATE OF
DELIVERY.  IN ANY CASE, ANY MODIFICATIONS OR ADAPTATIONS THAT MAY BE CARRIED OUT
TO THE PROPERTY  SHALL NOT DAMAGE ITS  INFRASTRUCTURE,  SUCH AS CEMENT,  SUPPORT
WALLS, ETC.

ANY IMPROVEMENTS  MADE TO THE PROPERTY SHALL BE TO THE BENEFIT OF THE LATTER, AT
NO COST TO THE SUBLEASING TENANT.

THE SUBTENANT EXPRESSLY RECOGNIZES THAT THE PROPERTY THAT IS THE SUBJECT OF THIS
CONTRACT  IS  RECEIVED  TO  ITS  FULL  SATISFACTION,   IN  A  PERFECT  STATE  OF
PRESERVATION  AND  CLEANLINESS,  WITH THE SANITARY  INSTALLATIONS  (DRAINAGE AND
DRINKING  WATER),  WATER,  ELECTRIC POWER  COMPLETE AND IN NORMAL  CONDITIONS OF
SERVICE,  AND PLEDGES TO CONSERVE THEM IN THE SAME  CONDITION,  CARRYING OUT, AT
ITS OWN EXPENSE,  ANY REPAIR WORK  GENERATED  IN THE SERVICES  MENTIONED IN THIS
PARAGRAPH  UNTIL THE  PROPERTY IS RETURNED  WITH ONLY THE NATURAL  DETERIORATION
CAUSED BY PROPER USE. THE SAME SHALL APPLY TO THE TELEPHONE LINES,  WHICH SHOULD
BE MAINTAINED WITHOUT ANY ARREARS WHATSOEVER.  THIS REPAIR WORK SHALL BE CARRIED
OUT AT THE  EXPENSE  OF THE  SUBTENANT,  AS LONG AS THEY ARE NOT THE  RESULT  OF
HIDDEN DEFECTS OR METEOROLOGICAL CONDITIONS.

INSURANCE
NINTH.- THE SUBTENANT PLEDGES TO TAKE OUT AN INSURANCE POLICY OF $800,000.00 USD
(EIGHT  HUNDRED  THOUSAND  US DOLLARS) TO COVER THE  PROPERTY  AGAINST  FIRE AND
EXPLOSIONS. IT SHALL ALSO BE RESPONSIBLE FOR INSURING EVERYTHING THAT BELONGS TO
IT WITHIN THE PROPERTY WITH NO LIABILITY CORRESPONDING TO THE SUBLEASING TENANT.

THIS  INSURANCE  POLICY SHOULD CONTAIN A CLAUSE THAT ENSURES THAT THE VALUES ARE
KEPT UPDATED  DURING THE PERIOD OF EFFECT OF THE  CONTRACT,  WITH THE  SUBTENANT
PLEDGING TO PROVIDE THE  SUBLEASING  TENANT WITH AN ORIGINAL COPY OF THE INITIAL
POLICY AND OF EACH RENEWAL AS SOON AS IT IS RECEIVED FROM THE INSURANCE COMPANY,
WITHIN A MAXIMUM PERIOD OF THIRTY DAYS.

ANNUAL  INCREASES IN THESE  INSURANCE  POLICIES  SHALL BE BASED ON THE INFLATION
PERCENTAGE DETERMINED BY THE BANK OF MEXICO PUBLISHED IN THE OFFICIAL GAZETTE OF
THE FEDERATION UNDER THE TITLE OF NATURAL CONSUMER PRICE INDEX COMPARED WITH THE
PREVIOUS CALENDAR YEAR.

          THE  BENEFICIARY OF THIS POLICY SHOULD BE SPECIFIED AS  CONSTRUCTORA E
     INMOBILIARIA LESA S.A. DE C.V. IN ITS CAPACITY AS OWNER OF THE PROPERTY.

GUARANTOR
TENTH.- TAIMEX  INDUSTRIES S.A. DE C.V.,  WHICH GIVES AS ITS ADDRESS THE STREETS
OF LAGO CHALCO, NUMBER 156, COLONIA ANAHUAC OF THIS CITY, SIGNS THIS CONTRACT AS
THE  GUARANTOR  OF  COMPLIANCE  WITH  THIS  CONTRACT,   MAKING  ITSELF  MUTUALLY
RESPONSIBLE  FOR THE  OBLIGATIONS OF AARICA SERVICES S.A. DE C.V. UNTIL THE DATE
ON  WHICH  THE  PROPERTY  IS  RECEIVED  ACCORDINGLY  BY THE  SUBLEASING  TENANT,
RENOUNCING  THE BENEFITS OF ORDER AND EXEMPTION  SPECIFIED BY THE RELEVANT LEGAL
INSTRUMENTS.

GUARANTEE DEPOSITS
ELEVENTH.- IN ORDER TO GUARANTEE THE PAYMENT OF ANY POSSIBLE  DAMAGE THAT MAY BE
CAUSED TO THE PROPERTY,  AS WELL AS ITS  MAINTENANCE AND THE PAYMENT OF SERVICES
SUCH AS ELECTRICITY,  TELEPHONE AND WATER, THE SUBTENANT SHALL PROVIDE A DEPOSIT
OF ONE MONTH'S RENT,  WHICH SHOULD BE UPDATED EVERY YEAR IN ACCORDANCE  WITH THE
LEVEL OF RENT BEING PAID.

THIS DEPOSIT  SHALL NOT  GENERATE ANY INTEREST TO THE BENEFIT OF THE  SUBTENANT,
WHO, IN THIS CONTRACT,  EXPRESSLY  AUTHORIZES THE SUBLEASING  TENANT TO DISCOUNT
ANY AMOUNTS  REQUIRED IN ORDER TO COVER THE AMOUNT OF DEBT AT THE  LIABILITY  OF
THE SUBTENANT IN ACCORDANCE  WITH THIS CONTRACT OR FOR ANY DAMAGES CAUSED TO THE
PROPERTY THAT ARE NOT THE RESULT OF ITS NORMAL USE.

SHOULD  THE  SUBTENANT  LEAVE THE  PROPERTY  IN  CONDITIONS  THAT  WOULD MAKE IT
NECESSARY  TO CARRY OUT REPAIR WORK FOR THE  INCORRECT  USE OF THE  LATTER,  THE
FORMER SHALL BE OBLIGED TO REPAIR THE PROPERTY WITHIN A MAXIMUM PERIOD OF THIRTY
CALENDAR  DAYS OR TO PROVIDE THE  SUBLEASING  TENANT WITH THE SUM FOR THE REPAIR
WORK, FOLLOWING AN ASSESSMENT MADE OF THIS WORK, WITH THE SUBTENANT  AUTHORIZING
THE SUBLEASING  TENANT TO RETAIN THE AMOUNT OF THE DEPOSIT PROVIDED TO GUARANTEE
SUCH REPAIR WORK, AS LONG AS THE DAMAGE IS VISIBLE,  FOR EXAMPLE BROKEN WINDOWS,
SHOWERS,  PIPING, ETC., AND PROVIDING THE REST IN THE EVENT OF THE SUM GENERATED
BY THE REPAIR WORK BEING MORE THAN THE DEPOSIT.  THE  SUBLEASING  TENANT  SHOULD
ALSO PROVIDE THE SUBTENANT WITH THE REMAINDER OF THE MONTH'S DEPOSIT RECEIVED IF
THE REPAIR WORK COMES TO LESS THAN THE DEPOSIT.

STRIKES OR CLOSURES
TWELFTH.-  SHOULD THE WORK CARRIED OUT IN THE LEASED  PROPERTY BE SUSPENDED AS A
RESULT OF STRIKES,  CLOSURES,  ACCIDENTS  OR OTHER  OCCURRENCES,  THE  SUBTENANT
PLEDGES,  IN  WHICHEVER  WAY  POSSIBLE,  TO PAY THE RENT AND THE  OTHER  CHARGES
SPECIFIED IN THIS  CONTRACT ON TIME AND FOR THE WHOLE  PERIOD  DURING WHICH THIS
SITUATION  LASTS AND IN ACCORDANCE  WITH THE PRICES AND CONDITIONS  SPECIFIED IN
THIS CONTRACT.

SUBTENANT'S RESPONSIBILITY
THIRTEENTH.-  THE  SUBTENANT  IS  RESPONSIBLE  FOR  OBTAINING  FROM THE RELEVANT
AUTHORITIES,   AT  ITS  OWN  COST  AND  RISK,  ALL  THE  LICENSES,  PERMITS  AND
AUTHORIZATIONS REQUIRED FOR OCCUPYING THE PROPERTY FOR WHICHEVER USE MAY BE MADE
OF IT, AND THE  SUBLEASING  TENANT  SHOULD HELP THE  SUBTENANT  TO ACHIEVE  SUCH
OBJECTIVES.

NON-COMPLIANCE
FOURTEENTH.-  THE  PARTIES  AGREE THAT  FAILURE TO PROVIDE  TWO OR MORE  MONTHLY
PAYMENTS,  AS  WELL  AS  THE  NON-COMPLIANCE  BY  THE  PARTIES  WITH  ANY OF THE
OBLIGATIONS  TAKEN ON IN  ACCORDANCE  WITH  THIS  CONTRACT,  SHALL BE CAUSE  FOR
CANCELLATION  AND THE GUILTY PARTY SHALL BE LIABLE FOR ANY DAMAGES AND DETRIMENT
THAT THIS MAY CAUSE.

CANCELLATION OR TERMINATION IN ADVANCE AND  CONVENTIONAL  PENALTIES  FIFTEENTH.-
SHOULD THE  SUBTENANT  DECIDE TO CANCEL OR  TERMINATE  THIS  CONTRACT  BEFORE IT
EXPIRES,  IT SHALL PAY THE SUBLEASING  TENANT,  IN COMPENSATION AND CONVENTIONAL
PENALTIES,  AN AMOUNT  EQUIVALENT TO 50% (FIFTY PER CENT) OF THE SUM OF THE RENT
FOR THE  REMAINING  MONTHS.  UNTIL THIS AMOUNT IS PAID,  THE  PROVISIONS OF THIS
CONTRACT SHALL CONTINUE TO BE IN EFFECT.

ARREARS
SIXTEENTH.-  IN THE EVENT OF ARREARS IN THE PAYMENT OF THE RENT,  THE  SUBTENANT
SHALL PROVIDE THE SUBLEASING  TENANT WITH ARREARS INTEREST  PAYMENTS OF 5% (FIVE
PER CENT) PER MONTH OF THE RENT NOT  COVERED  DURING THE FIRST FIVE DAYS OF EACH
MONTH. THE INTEREST SHALL BE CALCULATED FROM THE DATE ON WHICH THE ARREARS BEGAN
UNTIL THE DATE ON WHICH THE PAYMENT WAS MADE. THE ARREARS  INTEREST  REFERRED TO
IN THIS CLAUSE SHOULD BE COVERED ALONG WITH THE MAIN OBLIGATION.

TERMINATION
SEVENTEENTH.- IN ORDER TO TERMINATE THIS CONTRACT,  WHATEVER THE REASON FOR THIS
MAY  BE,  THE  SUBTENANT  PLEDGES  TO  PRESENT  ITSELF  AT THE  PREMISES  OF THE
SUBLEASING  TENANT OR THAT OF ITS  REPRESENTATIVE  FOR COLLECTING THE SIGNATURES
AND  THE  CORRESPONDING  END OF  CONTRACT  PAYMENT  CERTIFICATE,  OTHERWISE  THE
PROVISIONS OF THE CONTRACT SHALL CONTINUE TO APPLY.

ALSO,  THE SUBTENANT  PLEDGES TO PROVIDE THE  SUBLEASING  TENANT,  THE MOMENT IT
LEAVES THE  PROPERTY,  WITH THE CONTRACT  TERMINATION  OR THE FINAL  PAYMENT FOR
ELECTRIC POWER UP UNTIL THE MOMENT IT DELIVERS THE SUBLEASED PROPERTY,  PLEDGING
TO PAY ANY DEBT THAT IT MAY INCUR OR HAVE  INCURRED  IN WITH THE  COMPANY  LUZ Y
FUERZA DEL CENTRO S.A.,  TELEFONOS DE MEXICO S.A. DE C.V.,  THE  CONSUMPTION  OF
WATER AND MAINTENANCE FEES, SHOULD THERE BE ANY.

INTERPRETATION AND FULFILLMENT
EIGHTEENTH.- FOR ALL MATTERS RELATING TO THE  INTERPRETATION  AND FULFILLMENT OF
THIS CONTRACT,  THE PARTIES  EXPRESSLY SUBMIT  THEMSELVES TO THE JURISDICTION OF
THE COMPETENT  COURTS OF MEXICO CITY,  RENOUNCING ANY  PRIVILEGES  THAT THEY MAY
ENJOY AS A RESULT OF THEIR PRESENT OR FUTURE ADDRESSES.

THE PARTIES ARE AWARE OF THE SCOPE AND EFFECTS OF THIS CONTRACT,  AND SIGN IT IN
QUADRUPLICATE IN MEXICO CITY ON OCTOBER 31, 1999.


--------------------------------------------------------------------------------
THE SUBLEASING TENANT                              THE SUBTENANT



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
INMOBILIARIA LEFAM S.A. DE C.V.                   AARICA SERVICES S.A. DE C.V.
REPRESENTED BY                                    REPRESENTED BY
MR. SAMUEL LEVIN ARBEITMAN                        MR. CAROL JUAN KOLOZS FISCHER
--------------------------------------------------------------------------------


GUARANTOR



TAIMEX INDUSTRIES S.A. DE C.V.
MR. CAROL JUAN KOLOZS FISCHER